DEF 14A of Innovative Industrial Properties Inc, Apr 1, 2024

DEF 14A of Innovative Industrial Properties Inc

Filed Apr 1, 2024 · FY20230001104659-24-041364

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board has nominated and recommends for election as directors the six individuals named herein to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. All of the nominees are presently directors of the Company and following the Annual Meeting, there will be no vacancies on the Board. Directors are elected by a plurality of all of the votes cast at the Annual Meeting. Cumulative voting is not permitted. Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal. If any of the nominees should be unable to serve or should decline to do so, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute nominated by the Board on the recommendation of the nominating and corporate governance committee. The Board does not believe at this time that any substitute nominees will be required. There are no family relationships between any of our directors or executive officers. Our directors are not automatically re-nominated annually, as we continue to review the composition of the Board in an effort to ensure the Board represents stockholder interests through the exercise of sound judgment using its diversity of experience in various areas. We believe that all of our current Board members have demonstrated business acumen and an ability to exercise sound judgment, as well as possess the professional and personal qualifications and a commitment of service to the Company and the Board.

  2. Recommendation of the Board

    Recommendation of the Board Our Board recommends that stockholders vote FOR each of the nominees set forth below.

  3. Information Regarding Nominees

    Information Regarding Nominees The Board plays a key role in driving sustained performance. Our first priority in nominating directors is ensuring that the Board as a whole has expertise in areas aligned with our unique business activities, namely owning and managing specialized industrial properties that are leased as mission-critical real estate for state-licensed operators for their regulated cannabis facilities. We believe that each of our director nominees brings a focused set of skills in one or more areas aligned with our overall business strategy. In addition to the challenges that any real estate owner faces, due to our involvement in the regulated cannabis industry, our Board and management team have developed specific experience and skills over the past several years to assist the Company in navigating these issues. We believe our Board, as a whole, is well positioned to guide the Company toward continued future success. Ultimately, the Board’s combined expertise, together with its close work with management to craft and implement our corporate strategy, has been an important factor in our accomplishments to date. The following chart highlights the specific experience, qualifications, attributes, and skills of our Board based on their education, prior experience and other characteristics. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well-positioned to provide strategic advice and effective oversight to our management. More detail is provided in each director nominee’s biography below.

  4. Information Regarding Nominees

    | | Alan Gold | Mary Curran | Gary Kreitzer | Scott Shoemaker | Paul Smithers | David Stecher | | Strategic Planning and Leadership | X | X | X | X | X | X | | CEO / Executive Management | X | X | X | | X | | | REITs and/or Real Estate | X | | X | | | | | Financial and Capital Markets | X | X | X | | | X | | Other Public Company Board Experience | X | X | X | | | | | Financial Literacy | X | X | X | X | X | X | | Audit Committee Financial Expert | | | | | | X | | Medicine | | | | X | | | | Executive Compensation | | | | | | X | | Regulatory / Legal | | X | X | | X | | | Corporate Governance | X | X | X | X | X | X | | Risk Oversight | X | X | X | X | X | X | | Human Capital Management | X | X | | | X | X | | Demographic Background | | | | | | | | Tenure (Years)(1) | 7 | 4 | 7 | 7 | 7 | 7 | | Gender Diversity(2) | | X | | | | | | Age(1) | 63 | 67 | 69 | 57 | 67 | 63 | | Underrepresented Community(3) | X | | | | | |

  5. Information Regarding Nominees

    (1) Tenure and age as of March 15, 2024. (2) Based on each director’s self-identification and includes members who identify as female or non-binary. (3) Based on each director’s self-identification. We define underrepresented community as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian (inclusive of individuals who self-identify as South Asian or Indian), Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”

  6. Information Regarding Nominees

    | Name | Position | Age | | Alan Gold | Executive Chairman | 63 | | Gary Kreitzer | Vice Chairman | 69 | | Mary Curran | Director | 67 | | Scott Shoemaker | Director | 57 | | Paul Smithers | President, Chief Executive Officer and Director | 67 | | David Stecher | Director | 63 |

  7. Information Regarding Nominees

    Alan Gold is a co-founder and has served as executive chairman since he led the formation, financing, personnel recruitment and commencement of operations of our Company in 2016. As the first and only publicly traded company on the New York Stock Exchange to provide real estate capital to the regulated cannabis industry, the Company, under Mr. Gold’s leadership, was a pioneer in the cannabis real estate niche to acquire, lease and manage highly specialized, mission-critical facilities for regulated cannabis operators, starting with one property and $60 million in total assets in 2016 and growing to a portfolio of 108 properties across 19 states and $2.4 billion of total assets as of year-end 2023. Mr. Gold also serves as executive chairman of IQHQ, Inc., a privately-held life science real estate company. Mr. Gold served as chairman, president and chief executive officer of BioMed Realty Trust, Inc. (formerly NYSE: BMR) (“BioMed Realty”), a real estate investment trust (“REIT”) specializing in acquiring, leasing, developing and managing laboratory and office space for the life science industry, from its inception in 2004 through the sale of the company to affiliates of Blackstone Real Estate Partners VIII L.P. in January 2016. Mr. Gold also served as chairman, president and chief executive officer of BioMed Realty’s privately-held predecessor, Bernardo Property Advisors, Inc., from August 1998 until August 2004. In addition, Mr. Gold was a co-founder and served as president and a director of Alexandria Real Estate Equities, Inc. (NYSE: ARE) (“Alexandria Real Estate”), an urban office REIT, from its predecessor’s inception in 1994 until August 1998. Mr. Gold served as managing partner of GoldStone Real Estate Finance and Investments, a partnership engaged in the real estate and mortgage business, from 1989 to 1994. He also served as assistant vice president of commercial real estate for Northland Financial Company, a full-service commercial property mortgage banker, from 1989 to 1990 and as real estate investment officer of commercial real estate for John Burnham Company, a regional full-service real estate company, from 1985 to 1989. From December 2013 to June 2016, Mr. Gold served on the board of directors and as a member of the nominating and compensation committees of CatchMark Timber Trust, Inc. (NYSE: CTT), a REIT focused on timberland ownership. From August 2011 to March 2013, Mr. Gold also served on the board of directors and as a member of the audit committee of American Assets Trust, Inc. (NYSE: AAT), a REIT focused on acquiring, developing and managing retail, office, multifamily and mixed-use properties. Mr. Gold is Mexican-American and currently serves as a member of the board of trustees for the Salk Institute for Biological Studies, a research organization dedicated to fundamental research in biology and its relation to health. Mr. Gold received his Bachelor of Science degree in Business Administration and his Master of Business Administration from San Diego State University. We believe that Mr. Gold’s 35 years of experience in the real estate industry, expertise in NYSE-listed REITs, and extensive management experience make him qualified to serve as executive chairman of our Board. Gary Kreitzer is a co-founder and has served as our vice chairman since our formation in June 2016. Mr. Kreitzer also serves as vice chairman and member of the compensation committee of IQHQ, Inc. Mr. Kreitzer was a co-founder of BioMed Realty and served as its general counsel from the company’s formation in 2004 until August 2012, as BioMed Realty’s director until January 2016 and as BioMed Realty’s executive vice president until February 2017. Mr. Kreitzer also served in the same roles with Bernardo Property Advisors from December 1998 to August 2004. Mr. Kreitzer was a co-founder and served as senior vice president and in-house counsel of Alexandria Real Estate from its predecessor’s inception in 1994 until December 1998. From 1990 to 1994, Mr. Kreitzer was in-house counsel and vice president for Seawest Energy Corporation, an alternative energy facilities development company. Mr. Kreitzer also served The Christiana Companies, Inc., a publicly traded investment and real estate development company, in a number of roles from 1982 to 1989, including as in-house counsel, secretary and vice president. Mr. Kreitzer is a member of the California Bar, and holds a Bachelor of Arts degree from the University of California, San Diego, and a Juris Doctor degree with honors from the University of San Francisco. We believe that Mr. Kreitzer’s 40 years of experience in the real estate industry, expertise in NYSE-listed REITs, and legal expertise are valuable to our Board. Mary Curran has served as one of our directors since December 2019. Ms. Curran spent 25 years at MUFG Union Bank, N.A., during which time she held several executive level positions, including executive vice president, corporate banking chief risk officer from 2011 to 2014, and executive vice president, head of The Private Bank at Union Bank from 2006 to 2011. During her time with Union Bank, Ms. Curran worked closely with its board and management to build an infrastructure focused on strong, proactive, integrated and effective risk management. Ms. Curran was also tasked with improving the performance of Union Bank’s Wealth Management practice, a business unit with offices throughout California, Washington and Oregon. Prior to 2006, she spent 17 years in leadership roles in commercial banking. Ms. Curran currently serves on the board of directors, joint compensation, nominating and corporate governance committee and enterprise risk committee (chair) of Banc of California, Inc. (NYSE: BANC), a $36 billion financial institution, a position she has held since June 2017. She also serves on the board of directors, chairs the audit committee and serves on the nominating governance committee for Hunter Industries Inc., a privately held global irrigation, landscape lighting, dispensing solutions and custom manufacturing company, where she has served since 2016. In addition, Ms. Curran recently served as chair of San Diego State University’s Campanile Foundation board and executive committee, and currently serves on the university’s nominating and governance committee. Previous board service includes chair of the California Bankers Association, where she remains involved on the Banker Benefits board. Ms. Curran is a member of National Association for Corporate Directors (NACD), Women Corporate Directors and The Corporate Directors Roundtable of Orange County. She holds a Bachelor of Science degree in Journalism from the University of Colorado, Boulder and a Master’s degree in Business from San Diego State University. We believe that Ms. Curran’s executive management, financial and risk management expertise are valuable to our Board. Scott Shoemaker, MD has served as one of our directors since November 2016. Mr. Shoemaker is a practicing orthopedic surgeon specializing in pediatrics and trauma for Kaiser Permanente, an integrated managed care consortium, since 1999. He is also an inventor, assists in the development of medical devices and is on a patent for a spine deformity system developed by NuVasive, Inc. for which he receives royalties. Mr. Shoemaker is also a founder of BOSS Logic, LLC, a company designed to generate ideas for the intellectual property and biotechnology sectors. BOSS Logic, LLC holds multiple patents relating to how mobile devices share and distribute contact information. He is part owner and developer of Aztek Paddles, a carbon fiber company. In this role, he assisted in designing paddles, writing patents and testing paddles. We believe that Mr. Shoemaker’s management experience and medical expertise are valuable to our Board.

  8. Information Regarding Nominees

    Paul Smithers is a co-founder and has served as our president and chief executive officer since our formation in June 2016 and as a director since November 2016. From August 2013 to July 2015, Paul Smithers served as co-founder and chief legal officer of Iso Nano International, LLC, a designer and manufacturer of advanced materials for use in the aerospace, consumer goods, electronics and safety industries. Prior to his time at Iso Nano, Mr. Smithers was the managing partner of Smithers & Player, Attorneys at Law from September 1989 to July 2013. Mr. Smithers is a member of the California Bar (inactive). We believe that Mr. Smithers’ management expertise and 35 years of legal and regulatory experience are valuable to our Board. David Stecher has served as one of our directors since November 2016. Since March 2019, Mr. Stecher has served as Managing Director at CapAcuity LLC, an investment advisor specializing in the design and implementation of executive benefit savings plans for mid-sized and large companies. Previously, Mr. Stecher led the executive benefits practice at both NFP Retirement and its sister company, Retirement Plan Advisory Group, from December 2009 to March 2019. Mr. Stecher served, from April 2004 to September 2009, as executive vice president for Retirement Capital Group, a company that provides employee compensation and benefits advisory services; from June 1997 to April 2004, as executive vice president and head of West Coast operations for AXA Advisors’ executive benefits group, a group that designs and implements corporate executive benefits and provides individual planning for asset accumulation and preservation; and previously as a tax and auditing accountant for KPMG Peat Marwick. Mr. Stecher holds a wide range of certifications, including Certified Public Accountant (inactive), Certified Financial Planner, Chartered Life Underwriter and Chartered Financial Consultant, as well as his Series 6, 7, 63, 65 and 24 licenses. We believe that Mr. Stecher’s expertise in employee compensation and benefits as well as his finance and accounting background and experience are valuable to our Board.

  9. Additional Information Regarding the Board and Corporate Governance

    Additional Information Regarding the Board and Corporate Governance Board Independence Our Board has determined that each of our current directors, except for Messrs. Gold and Smithers, has no material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company) and is “independent” within the meaning of our director independence standards, which include the NYSE director independence standards, as currently in effect. Furthermore, our Board has determined that each of the members of each of the audit committee, the compensation committee and the nominating and corporate governance committee has no material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company) and is “independent” within the meaning of our director independence standards. While Mr. Kreitzer is credited as a co-founder of the Company, he never served as an employee and has retained independence since the Company’s formation. Board Meetings Our Board held eight meetings during fiscal year 2023. Each of the directors attended at least 94% of meetings of our Board and the meetings of committees of our Board on which he or she served. To ensure free and open discussion among the independent directors of the Board, regularly scheduled executive sessions are held, at which only independent directors are present. The person nominated by the independent directors serves as the presiding director at each such executive session. Board Leadership Structure and Role in Risk Oversight Our Board does not have a policy on whether the same person should serve as both the chief executive officer and chairman of the Board or, if the roles are separate, whether the chairman should be selected from the independent directors. Our Board understands that there is no single, generally accepted approach to providing Board leadership and believes that it should have the flexibility to periodically determine the leadership structure that is best for our Company. Consistent with this understanding, our independent directors consider the Board’s leadership structure on an annual basis. The Board believes that its current leadership structure, with Mr. Gold serving as executive chairman and Mr. Smithers serving as president, chief executive officer and director, is appropriate. Mr. Gold is involved in both our day-to-day operations, including overall oversight of the Company’s management team, mission and culture and the strategic decision making at the Board level. The Board continues to believe that Mr. Gold is currently the director best suited to lead the full Board in his role as Executive Chairman because he is the director most familiar with the Company’s business and industry, and the director most capable of effectively identifying strategic priorities and leading the development, evaluation, and execution of strategy. The Board believes that Mr. Gold’s leadership skills have been critical to the growth and success of the Company. We believe our current leadership structure is the optimal structure for us because it provides our Company with strong, effective and consistent leadership. In addition, Mr. Kreitzer, one of our independent directors, serves as vice chairman of the Board. In this capacity, Mr. Kreitzer serves as liaison and meets regularly with officers and other directors generally between meetings, presides over all Board meetings where the executive chairman is not present, including in executive sessions of independent directors, and may call meetings of the independent directors and set the agenda for such meetings. Our Board plays an active role in overseeing the management of our risks. The committees of our Board assist our full Board in risk oversight by addressing specific matters within the purview of each committee. The audit committee focuses on oversight of financial risks and cyber security; the compensation committee focuses primarily on risks relating to executive compensation plans and arrangements; and the nominating and corporate governance committee focuses on reputational and corporate governance risks, including the independence of our Board. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board keeps itself regularly informed regarding such risks, including through committee reports. Compensation Committee Interlocks and Insider Participation There were no insider participations or compensation committee interlocks among the members of the compensation committee during fiscal year 2023. At all times during fiscal year 2023, the compensation committee was comprised solely of independent, non-employee directors. Board Composition The Board reflects a highly-engaged group of directors, with each director devoting the time and effort necessary to be a responsible and productive member of the Board. Pursuant to its charter, in identifying candidates to recommend for election to the Board, the nominating and corporate governance committee considers the following criteria: (1) personal and professional integrity, ethics and values, (2) experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment, (3) experience in our industry and with relevant social policy concerns, (4) diversity of experience, profession and background, both on an individual level and in relation to the Board as a whole, (5) experience as a board member of another publicly held company, (6) academic expertise in an area of our operations and (7) practical and mature business judgment, including ability to make independent analytical inquiries. The nominating and corporate governance committee evaluates and determines the appropriate and desirable mix of characteristics, skills and experience for the Board as a whole, as well as the qualifications and attributes of individual directors and candidates, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. Our directors, qualification criteria and the effectiveness of our nomination policies are reviewed annually by the nominating and corporate governance committee. Identifying and Evaluating Nominees for Directors As to new candidates, the nominating and corporate governance committee will generally poll Board members and members of management for their recommendations and may also hire a search firm if deemed appropriate to identify and perform background due diligence on potential candidates, with a focus on creating a pool of qualified director candidates through a robust search process. An initial slate of candidates will be presented to the chair of the nominating and corporate governance committee, who will then make an initial determination as to the qualification and fit of each candidate. Candidates will be interviewed by the executive chairman and independent Board members. The nominating and corporate governance committee will then approve final director candidates and, after review and deliberation of all feedback and data, will make its recommendation to our Board.

  10. Additional Information Regarding the Board and Corporate Governance

    The nominating and corporate governance committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder of our Company. Recommendations received from stockholders will be considered and processed and are subject to the same criteria as are candidates nominated by the nominating and corporate governance committee. Nominations must be addressed to the Secretary of Innovative Industrial Properties, Inc., at our principal executive office, 1389 Center Drive, Suite 200, Park City, Utah 84098, and must indicate the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as director, if elected. To be considered for the next annual election of directors, any such written request must comply with the requirements set forth in our bylaws and below under “Stockholder Proposals.” As previously disclosed, our Board is committed to engaging a diverse field of directors when considering Board composition in the future. With this comes the commitment that as Board seats become available, the nominating and corporate governance committee will continue to actively identify qualified women and individuals from underrepresented groups to include in the pool from which Board nominees are chosen. The nominating and corporate governance committee is confident that with this commitment, individuals with diverse personal characteristics will have significantly better representation and visibility within the pool of Board candidates from which future Board members will be selected and nominated. The foregoing notwithstanding, if we are legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to articles supplementary designating the rights of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements. Each of the nominees for election as director at the Annual Meeting is recommended by the nominating and corporate governance committee to stand for reelection. Director Evaluations The Board is committed to conducting regular evaluations of itself, its committees and individual directors. Each year, directors meet in executive session to conduct these evaluations, utilizing detailed Board, committee and individual director written questions as a basis for such discussions. These questions cover numerous topics at the Board and committee levels, including but not limited to feedback regarding general board practices and areas for improvements; an evaluation of individual director skill sets and contributions, including in the context of the evolving needs of the Company; and the overall effectiveness of the Board and its committees in overseeing and guiding the Company. Board Succession Planning The Board is continually evaluating its effectiveness and believes that the current Board members are highly engaged and provide the appropriate diversity and depth of experience to guide the Company. As we completed our initial public offering and consummated the acquisition of our first property in December 2016, each of our Board members’ tenure on the Board is less than eight years, and Ms. Curran’s tenure on the Board is less than five years. While our current Board members are highly dedicated as long-term directors to provide us guidance in a rapidly evolving industry, our nominating and corporate governance committee is committed to ensuring a smooth transition of skills, experience and diversity of perspective as retirements occur. Compensation of Directors In 2023, each non-employee director received an annual retainer of $75,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and received an annual retainer of $150,000 in cash) and an annual retainer of $160,000 payable in restricted shares of common stock or restricted stock units (“RSUs”) under the Company’s 2016 Omnibus Incentive Plan (the “Incentive Plan”) (except in the case of Mr. Kreitzer, who received an annual retainer of $200,000 payable in restricted shares of common stock or RSUs under the Incentive Plan), which vest in their entirety one year from the date of grant. The audit committee chair received an additional annual retainer of $10,000 in cash and any other committee chair received an additional annual retainer of $5,000 in cash. All non-employee directors were reimbursed for their costs and expenses in attending our Board meetings. The Company also will grant $160,000 in restricted shares of common stock or RSUs under the Incentive Plan to each non-employee director who is initially elected or appointed to the Board on the date of such initial election or appointment, which vest in their entirety one year from the date of grant. Any member of our Board who is also an employee of our Company did not receive additional compensation for serving as a director. RSUs are settled in shares of our Company’s common stock. Directors may defer settlement of the RSUs pursuant to the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) and may also defer cash payments under the NQDC Plan. The table below summarizes the compensation paid by the Company to non-employee directors or earned by the non-employee directors for the fiscal year ended December 31, 2023.

  11. Additional Information Regarding the Board and Corporate Governance

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Total | | Gary Kreitzer | $155,000 | $200,014 | $355,014 | | Mary Curran | 75,000 | 160,054 | 235,054 | | Scott Shoemaker, M.D. | 80,000 | 160,054 | 240,054 | | David Stecher | 85,000 | 160,054 | 245,054 |

  12. Additional Information Regarding the Board and Corporate Governance

    Alan Gold, our executive chairman, and Paul Smithers, our president and chief executive officer, are not included in this table because they are employees and thus receive no compensation for their services as directors. The compensation received by Messrs. Gold and Smithers as employees is shown in the Summary Compensation Table below. Mr. Shoemaker elected to defer cash payments totaling $40,000 pursuant to the NQDC Plan. No director received matching contributions from the Company in 2023 in connection with these deferrals. (3) Represents the grant date fair value of restricted stock or RSUs awarded in 2023 based on the closing price of our common stock on the date of such grant, as determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). During 2023, Mr. Shoemaker and Ms. Curran were each granted 2,247 RSUs, and Messrs. Stecher and Kreitzer were granted 2,247 and 2,808 shares of restricted stock, respectively. The forfeiture restrictions for the shares and RSUs granted to Messrs. Kreitzer, Shoemaker and Stecher and Ms. Curran vest in their entirety on June 7, 2024. These shares and RSUs represent the only unvested equity held by our non-employee directors at December 31, 2023. Mr. Shoemaker and Ms. Curran each elected to defer settlement of all of his or her RSUs pursuant to the NQDC Plan. No director received matching contributions from the Company in 2023 in connection with these deferrals. Policy Governing Stockholder Communications with the Board Our Board welcomes communications from our stockholders. Any stockholder or other interested party who wishes to communicate with the Board or one or more members of the Board should do so in writing in care of the General Counsel of Innovative Industrial Properties, Inc., at our San Diego office, 11440 West Bernardo Court, Suite 100, San Diego, California 92127. The General Counsel is directed to forward each appropriate communication to the director or directors for whom it is intended. Policy Governing Director Attendance at Annual Meetings of Stockholders We encourage, but do not require, our Board members to attend the annual meeting of stockholders. All of our Board members attended our 2023 annual meeting of stockholders. Code of Business Conduct and Ethics and Corporate Governance Guidelines We maintain a Code of Business Conduct and Ethics that applies to our officers, employees, agents and directors, and addresses matters such as (i) our policy on political contributions, (ii) disclosures and financial reporting, and (iii) protection and use of our assets. The Board adopted the Code of Business Conduct and Ethics to codify and formalize certain of our long-standing policies and principles that help ensure our business is conducted in accordance with the highest standards of ethical behavior. We require all employees to acknowledge the terms of, and abide by, our Code of Business Conduct and Ethics. In addition, our Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. The Code of Business Conduct and Ethics and Corporate Governance Guidelines is available in the “Investors” section of our website (www.innovativeindustrialproperties.com). Company Culture and Employees We hire talented employees with diverse backgrounds and perspectives and work to provide an environment with regular open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact with business partners and in the communities in which we operate. We invest in our employees’ development and training, providing access to online learning and professional development opportunities. Current Committee Membership(1)

  13. Additional Information Regarding the Board and Corporate Governance

    | | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Gary Kreitzer | X | Chair | X | | Mary Curran | X | | X | | Scott Shoemaker, M.D. | | X | Chair | | David Stecher | Chair | X | | | Number of Meetings in 2023(2) | 5 | 4 | 2 |

  14. Additional Information Regarding the Board and Corporate Governance

    (1) The Board periodically reviews committee membership and may rotate membership during the year. Accordingly, the membership described in the table may change during 2024. Does not reflect conference calls and other informal meetings of the committee members conducted throughout 2023. Audit Committee The audit committee is composed of Messrs. Kreitzer and Stecher and Ms. Curran, each of whom is an independent director for purpose of service on the audit committee and “financially literate” under the rules of the NYSE. Mr. Stecher serves as chair of the audit committee and qualifies as an “audit committee financial expert” as that term is defined by the SEC. The audit committee assists the Board in overseeing: • our accounting and financial reporting processes; • the integrity and audits of our consolidated financial statements; • our compliance with legal and regulatory requirements; • the qualifications and independence of our independent registered public accounting firm; • the performance of our independent registered public accounting firm and any internal auditors; and • the Company’s cybersecurity and data privacy initiatives. The audit committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, reviewing the appointment of the internal auditor, approving professional services provided by the independent registered public accounting firm and the related audit and non-audit fees. Compensation Committee The compensation committee is composed of Messrs. Kreitzer, Shoemaker and Stecher, each of whom is an independent director under the rules of the NYSE. Mr. Kreitzer serves as chair of the compensation committee, which is responsible for: • evaluating the performance of and compensation of our chief executive officer; • reviewing and approving the compensation and benefits of our executive officers and members of our Board; and • administering our Incentive Plan, as well as any other compensation, stock option, stock purchase, incentive or other benefit plans. The compensation committee is primarily responsible for establishing and implementing our compensation program and policies. To fulfill its responsibilities, the compensation committee may engage, oversee and provide appropriate funding for advisors and consultants to advise the committee on executive compensation matters. Nominating and Corporate Governance Committee The nominating and corporate governance committee is composed of Messrs. Kreitzer and Shoemaker and Ms. Curran, each of whom is an independent director under the rules of the NYSE. Mr. Shoemaker serves as chair of the nominating and corporate governance committee, which is responsible for: • seeking, considering and recommending to the full Board qualified candidates for election as directors and recommending a slate of nominees for election as directors at the annual meeting of stockholders; • periodically preparing and submitting to the Board for adoption the committee’s selection criteria for director nominees; • reviewing and making recommendations on matters involving general operation of the Board and our corporate governance; • recommending to the Board nominees for each committee of the Board; annually facilitating the assessment of the Board’s performance as a whole and of the individual directors and reports thereon to the Board; and overseeing the Company’s environmental, social and governance initiatives. The nominating and corporate governance committee operates under a written charter adopted by the nominating and corporate governance committee and approved by the Board. The charter is available in the “Investors” section of our website (www.innovativeindustrialproperties.com).

  15. 2023 Compensation Elements

    | Compensation Component | Description and Objectives | Calendar Year 2023 | | Annual Cash Bonus Opportunity | Annual cash incentive awards that reward corporate and individual performance. | Based on the compensation committee’s assessment of performance versus the 2023 corporate goals established by the compensation committee at the beginning of 2023, as well as individual performance, the compensation committee awarded cash bonuses as shown in the Bonus column of the Summary Compensation Table for 2023. To further enhance the pay-for-performance alignment of the Company’s incentive compensation programs, the compensation committee established a new annual cash bonus plan for 2024 that includes more formulaic financial and strategic objectives (see “Overview of Executive Compensation Program Changes for 2024 and Future Considerations” below). | | Long-Term Equity Incentive Compensation | Equity awards that align the interests of executives with those of stockholders and promote the retention of key talent through multi-year vesting. | In 2023, the compensation committee granted restricted stock or RSUs that vest in three equal annual installments, subject to the executive’s continued employment on each vesting date. In 2021 and 2022, the compensation committee also awarded performance share units (“PSUs”) that vest solely contingent upon the Company’s three-year total stockholder return (“TSR”) versus a comparator group of real estate companies and the FTSE NAREIT All Equity REIT Index. While the compensation committee did not grant PSUs in 2023, which contributed to a significant decrease in executive officers’ total compensation in 2023, the compensation committee is continuing to explore ways to make our long-term incentive program more performance-based in the future (see “Overview of Executive Compensation Program Changes for 2024 and Future Considerations” below). |

  16. 2023 Compensation Elements

    The charts below illustrate the mix between compensation elements provided to our named executive officers in 2023: — 80% of our chief executive officer’s and, on average, 80% of our other named executive officers’ total target direct compensation was variable (or “at-risk”). “At-risk” pay is determined based on the achievement of corporate and individual performance objectives or stock price performance, comprising time-vesting equity awards vesting over three-year periods and bonuses. — 50% of our chief executive officer’s and, on average, 49% of our other named executive officers’ total target direct compensation (restricted stock/RSUs), on average, was tied directly to stock price performance.

  17. Compensation Process

    For these reasons, among others, the compensation committee determined that formal benchmarking to a comparative “peer group” provides limited value. Although publicly-traded REITs of similar size to our Company exist, their businesses are fundamentally different, such that they are not direct competitors for executive talent. Our Company is the only publicly-traded equity REIT focused on the regulated cannabis industry and traded on a primary exchange in the United States, serving a highly unique industry subject to ongoing federal regulatory uncertainties and a rapidly evolving business environment. Notwithstanding the foregoing, our compensation committee intends to continue to evaluate the usefulness and potential adoption of a peer group in the future, as a part of its periodic evaluation of our executive compensation program overall.

  18. Compensation Components in Detail

    The compensation committee considered these factors, among others, in establishing the goals for 2023, which focused on liquidity, portfolio performance (in the form of rent collection) and maintaining dividend levels to stockholders, in light of the very challenging conditions at that time, and the Company’s strategic decision to significantly slow the pace of its acquisition and investment activity in light of these overall developments. The specific amounts of the bonuses awarded to our named executive officers for the 2023 fiscal year are reflected in the Summary Compensation Table. Bonuses were approved by the compensation committee and paid in January 2024. Equity Awards Overview We have adopted the Incentive Plan, under which awards may be made in the form of RSUs, restricted stock, PSUs or cash. The purposes of the Incentive Plan are to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term Company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the Incentive Plan. The Incentive Plan is administered by our compensation committee, which interprets the Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the amount of cash or number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. Unless the Incentive Plan is earlier terminated by our Board, the Incentive Plan will automatically terminate on the date which is ten years following the effective date of the Incentive Plan. Awards granted before the termination of the Incentive Plan may extend beyond that date in accordance with their terms. Restricted Stock and RSUs In 2023, we used restricted stock and RSU grants as the primary means of delivering long-term compensation to our executive officers. Shares of restricted stock and RSUs are forfeitable until the lapse of the applicable restrictions. We believe that restricted stock and RSU grants with multi-year vesting periods align the interests of executive officers and stockholders and provide strong incentives to our executive officers to achieve long-term growth in our business, grow the value of our common stock and maintain or increase our dividends. The executive officers personally benefit from these efforts through their restricted stock awards and RSUs, which receive dividends (or dividend equivalents with respect to RSUs) at the same rate as common stock and increase in value as the value of our common stock increases. Our compensation committee determines the restrictions for each award granted pursuant to the Incentive Plan. Vesting of restricted stock or RSUs will generally be subject to annual vesting periods of three years and will be conditioned upon the participant’s continued employment, among other restrictions that may apply. In January 2023, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were granted the following shares of restricted stock or RSUs and in March 2023 (on the date of Mr. Smith’s appointment as chief financial officer and treasurer) Mr. Smith was granted the following RSUs:

  19. Compensation Components in Detail

    | Executive | 2023 Restricted Stock(1) | 2023 RSUs(1) | | Alan Gold | — | 31,566 | | Paul Smithers | 22,548 | — | | Catherine Hastings | — | 9,021 | | David Smith | — | 13,080 | | Brian Wolfe | — | 8,118 |

  20. Compensation Components in Detail

    These shares and RSUs are released from forfeiture restrictions ratably on January 1, 2024, January 1, 2025 and January 1, 2026 for each of named executive officers, provided that he or she continues to be an employee of the Company or a non-employee member of the Board on each such date. Messrs. Gold, Smith and Wolfe and Ms. Hastings elected to defer settlement of the RSUs pursuant to the Company’s NQDC Plan. The committee determined the number of shares of restricted stock and/or RSUs to grant to each of our named executive officers in 2023 based on each named executive officer’s contributions to date and expected role in executing on the Company’s strategy over the next three years. Performance Shares Units Granted in 2021 and 2022 In January 2021, our compensation committee granted PSUs (the “2021 PSUs”) to our named executive officers, pursuant to which each PSU represented the right to receive one share of our common stock if the applicable performance goals were achieved. The number of 2021 PSUs earned was based on the Company’s TSR over a period commencing January 11, 2021 and ending on December 31, 2023. At the end of this performance period, the 2021 PSUs would vest and be settled in shares of common stock at a rate depending on the Company’s TSR over this performance period as compared to two different comparator groups: (1) 25 real estate companies; and (2) the companies in the FTSE NAREIT All Equity REIT Index. The grant date fair values of the 2021 PSUs granted to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $5,400,080, $3,600,053, $1,200,131 and $1,440,157, respectively, and were reported as compensation for the named executive officers in the Company’s Summary Compensation Table for 2021. At December 31, 2023, the performance thresholds for the vesting of the 2021 PSUs were not met for any of the applicable awards, and the 2021 PSUs were forfeited in their entirety pursuant to the terms of the agreements. In January 2022, our compensation committee again granted PSUs (the “2022 PSUs”) to our named executive officers, pursuant to which each PSU represented the right to receive one share of our common stock if the applicable performance goals were achieved. The number of 2022 PSUs earned is based on the Company’s TSR over a period commencing January 11, 2022 and ending on December 31, 2024. At the end of this performance period, the 2022 PSUs will vest and be settled in shares of common stock at a rate depending on the Company’s TSR over this performance period as compared to two different comparator groups: (1) 26 real estate companies; and (2) the companies in the FTSE NAREIT All Equity REIT Index. The grant date fair values of the 2022 PSUs granted to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $9,000,194, $6,000,129, $2,000,043 and $2,400,091, respectively. As measured as of December 31, 2023, the performance thresholds for the vesting of the 2022 PSUs were also not met for any of the applicable awards.

  21. Other Compensation Policies

    Other Compensation Policies Other Benefits We provide benefits such as a 401(k) plan, medical, dental and life insurance and disability coverage for all of our employees, including our executive officers. We also provide personal paid time off and other paid holidays to all employees, including the executive officers, which are similar to those provided at comparable companies. We believe that our employee benefit plans are an appropriate element of compensation and are necessary to attract and retain employees. In 2020, we adopted the NQDC Plan, which permits our key employees, including our named executive officers, to choose to defer up to specified maximum amounts of compensation by contributing those amounts to the NQDC Plan. The NQDC Plan is described below under the heading “Nonqualified Deferred Compensation for 2023.” Clawback Policy Our Board has adopted a formal clawback policy in compliance with the amended clawback listing standards of the New York Stock Exchange to implement the U.S. Securities and Exchange Commission’s previously adopted recoupment rules in accordance with Section 954 of the Dodd-Frank Act. Pursuant to the clawback policy, certain incentive-based compensation received by our executive officers on the basis of financial results that are later restated may be subject to recovery. Our clawback policy is included as an exhibit to our annual report on Form 10-K for year ended December 31, 2023, which was filed with the SEC on February 27, 2024. Anti-Hedging and Anti-Pledging Policies To ensure proper alignment with our stockholders, we have established policies that prohibit our directors, officers, other employees, and their family members from engaging in any transaction that might allow them to realize gains from declines in our securities. Specifically, we prohibit our directors, officers, employees, and their family members from engaging in transactions using derivative securities, short selling our securities, trading in any puts, calls or covered calls, writing purchase or call options and short sales, or otherwise participating in hedging, “stop loss,” or other speculative transactions involving our securities. In addition, margin purchases of our securities and pledging any of our securities as collateral to secure loans is prohibited. This prohibition means that our directors, officers, employees, and their family members are not permitted to hold our securities in a “margin account” nor are they permitted to pledge any of our securities for any loans. Agreements with Our Named Executive Officers As described in greater detail below under “Severance and Change of Control Agreements,” each of our named executive officers has a severance and change of control agreement. These agreements provide for certain benefits if the named executive officer’s employment is terminated by the Company without “cause” or by the named executive officer for “good reason” (each as defined in the applicable severance and change of control agreement) (a “Qualifying Termination”), and the benefits vary depending on whether the Qualifying Termination occurs within two years after a change of control of the Company. In addition, executives may receive certain benefits on a qualifying termination (a “Qualifying Termination”). “Cause” is defined in these agreements generally to include a termination of employment due to (1) willful and continued failure substantially to perform the executive’s duties after a written demand, (2) willful commission of an act of fraud or dishonesty resulting in economic or financial damage, (3) conviction of, or entry of a guilty or no contest plea to, the commission of a felony or a crime involving moral turpitude, (4) willful breach of fiduciary duty that results in economic or other damage, or (5) a willful and material breach of the executive’s covenants in the agreement. “Good reason” is defined in the agreements generally to include certain resignations of employment following (1) a material diminution of authority, duties or responsibilities, (2) a material diminution of annual base salary, (3) a material change in geographic location or (4) a material breach of any agreement pursuant to which the executive provides services. The agreements define a “change of control” generally to include (1) certain changes in the ownership of the Company resulting from a person or group acquiring ownership of more than 50% of the total fair market value of the stock of the Company, (2) certain changes in the effective control of the Company resulting from the acquisition of stock possessing more than 30% of the total power of the stock of the Company, or a change in the majority of our Board in a 12-month period that is not approved by a majority of the incumbent directors, or (3) certain changes in the ownership of the Company’s assets representing more than 50% of the gross fair market value of the assets of the Company. The agreements define a Qualifying Termination generally to include a voluntary termination of employment after the executive has (1) reached age 65 or (2) reached age 55 with ten years of service or (3) reached an age that, when added to years of service, equals at least 75 and, in each case, has complied with specified notice requirements. We believe these triggering events are customary and appropriate to enhance our named executive officers’ ability to continue to focus on the performance of the Company and the best interests of our stockholders in the event of a potential strategic transaction without undue concern for the impact of the transaction on their continued employment.

  22. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The table below sets forth the compensation paid to or earned by, for the fiscal years indicated, our principal executive officer, our current and former principal financial officers and our two other executive officers who served in those roles during fiscal year 2023. The five executive officers included in the table are referred to in this proxy statement as our named executive officers.

  23. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | All Other Compensation(1) | Total | | Alan Gold Executive Chairman | 2023 | $1,238,600 | $2,346,851 | $3,500,038(2) | $9,900 | $7,095,389 | | | 2022 | 1,126,000 | 2,133,501 | 12,500,687(3) | 9,150 | 15,769,338 | | | 2021 | 1,023,750 | 2,303,438 | 7,788,919(4) | 8,700 | 11,124,807 | | Paul Smithers President and Chief Executive Officer | 2023 | 1,016,400 | 1,524,600 | 2,500,122(2) | 9,900 | 5,051,022 | | | 2022 | 924,000 | 1,386,000 | 8,500,204(3) | 9,150 | 10,819,354 | | | 2021 | 840,000 | 1,260,000 | 4,860,388(4) | 8,700 | 6,969,088 | | David Smith Chief Financial Officer and Treasurer(5) | 2023 | 304,615 | 600,000 | 1,000,228(2) | 140,580(6) | 2,045,423 | | Catherine Hastings Chief Operating Officer, Former Chief Financial Officer and Treasurer(5) | 2023 | 440,000 | 660,000 | 1,000,248(2) | 9,900 | 2,110,148 | | | 2022 | 400,000 | 600,000 | 3,400,509(3) | 9,150 | 4,409,659 | | | 2021 | 308,500 | 462,750 | 1,933,949(4) | 8,700 | 2,713,899 | | Brian Wolfe Vice President, General Counsel and Secretary | 2023 | 385,000 | 577,500 | 900,124(2) | 9,900 | 1,872,524 | | | 2022 | 350,000 | 525,000 | 2,900,096(3) | 9,150 | 3,784,246 | | | 2021 | 295,000 | 442,500 | 1,683,695(4) | 8,700 | 2,429,895 |

  24. Summary Compensation Table for 2023

    (1) Represents matching contributions made by us to each of our executive officers pursuant to a retirement savings plan that we maintain under Section 401(k) of the Internal Revenue Code of 1986, as amended, to cover our eligible employees, including our executive officers. The plan allows eligible employees to defer, within prescribed limits, up to 100% of their compensation through contributions to the plan. We currently match each eligible participant’s contributions, within prescribed limits, with an amount equal to 50% of such participant’s initial contributions up to 6% of such participant’s compensation. In addition, we reserve the right to make additional discretionary contributions on behalf of eligible participants. Dividends on unvested restricted stock are excluded from all other compensation for all periods presented, as they are factored into the determinations of the grant date fair values of the corresponding stock awards as described in the footnotes below. (2) Represents the grant date fair value of restricted stock and RSUs awarded in 2023, as determined in accordance with ASC Topic 718. Messrs. Gold, Smith and Wolfe and Ms. Hastings were awarded 31,566, 13,080, 8,118 and 9,021 RSUs, respectively, and Mr. Smithers was awarded 22,548 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2024, January 1, 2025 and January 1, 2026. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Messrs. Gold, Smith and Wolfe and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. Represents the grant date fair value of restricted stock, RSUs and PSUs awarded in 2022, as determined in accordance with ASC Topic 718. Mr. Gold and Ms. Hastings were awarded 16,218 and 4,635 RSUs, respectively, and Messrs. Smithers and Wolfe were awarded 11,583 and 4,170 shares of restricted stock, respectively. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2023, January 1, 2024 and January 1, 2025. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Mr. Gold and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. Also in 2022, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were awarded 46,188, 30,792, 10,264 and 12,317 PSUs, respectively, which represent “target” PSU levels and which vest dependent upon the achievement of the Company’s total stockholder return compared to two different comparator groups over the performance period commencing on January 11, 2022 and ending on December 23, 2024. No dividends are paid or accrued on the PSUs prior to their vesting. The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. The grant date fair values of the PSUs granted in January 2022 to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $9,000,194, $6,000,129, $2,000,043 and $2,400,091, respectively. The grant date fair values of the PSUs, assuming that the highest level of performance conditions will be achieved, were $13,500,291, $9,000,194, $3,000,065 and $3,600,136 for Messrs. Gold, Smithers and Wolfe and Ms. Hastings, respectively. Represents the grant date fair value of restricted stock, RSUs and PSUs awarded in 2021, as determined in accordance with ASC Topic 718. Messrs. Gold and Smithers and Ms. Hastings were awarded 12,612, 6,654 and 2,607 RSUs, respectively, and Mr. Wolfe was awarded 2,553 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2022, January 1, 2023 and January 1, 2024. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Messrs. Gold and Smithers and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. Also in 2021, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were awarded 31,857, 21,238, 7,080 and 8,496 PSUs, respectively, which represent “target” PSU levels and which vest dependent upon the achievement of the Company’s total stockholder return compared to two different comparator groups over the performance period commencing on January 11, 2021 and ending on December 23, 2023. No dividends are paid or accrued on the PSUs prior to their vesting. The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. The grant date fair values of the PSUs granted in January 2021 to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $5,400,080, $3,600,053, $1,200,131 and $1,440,157, respectively. The grant date fair values of the PSUs, assuming that the highest level of performance conditions will be achieved, were $8,100,120, $5,400,080, $1,800,196 and $2,160,235 for Messrs. Gold, Smithers and Wolfe and Ms. Hastings, respectively. (5) Effective March 29, 2023, Ms. Hastings was promoted to chief operating officer, and Mr. Smith was appointed as chief financial officer and treasurer. Mr. Smith’s annual base salary for 2023 was $400,000, and Mr. Smith’s 2023 bonus was calculated on the basis of his annual base salary. (6) Includes $134,580 in relocation benefits paid for or reimbursed by the Company for Mr. Smith’s and his immediate family’s relocation to the Company’s San Diego, California corporate offices.

  25. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The table below provides information about plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2023.

  26. Grants of Plan-Based Awards for 2023

    | Name | Grant Type | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units(1) | Grant Date Fair Value of Stock Awards(2) | | Alan Gold | RSUs | 1/18/23 | 31,566 | $3,500,038 | | Paul Smithers | Restricted stock | 1/18/23 | 22,548 | 2,500,122 | | David Smith | RSUs | 3/29/23 | 13,080 | 1,000,228 | | Catherine Hastings | RSUs | 1/18/23 | 9,021 | 1,000,248 | | Brian Wolfe | RSUs | 1/18/23 | 8,118 | 900,124 |

  27. Grants of Plan-Based Awards for 2023

    (1) The forfeiture restrictions on the restricted stock and RSUs lapse ratably on each of January 1, 2024, January 1, 2025 and January 1, 2026. Dividends and dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Messrs. Gold, Smith and Wolfe and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. (2) The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions, and the fair value of the RSUs and restricted stock awards was calculated by multiplying the closing market price of our common stock on the grant date by the number of shares or RSUs awarded, in accordance with ASC Topic 718. The closing market prices on January 18, 2023 and March 29, 2023 were $110.88 and $76.47, respectively.

  28. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The table below provides information about outstanding equity awards for each of our named executive officers as of December 31, 2023.

  29. Outstanding Equity Awards at December 31, 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | Alan Gold | 46,582(4) | $4,696,397 | 46,188 | $4,656,674 | | Paul Smithers | 32,488(5) | 3,275,440 | 30,792 | 3,104,449 | | David Smith | 13,080(6) | 1,318,726 | — | — | | Catherine Hastings | 12,980(7) | 1,308,644 | 12,317 | 1,241,800 | | Brian Wolfe | 11,749(8) | 1,184,534 | 10,264 | 1,034,816 |

  30. Outstanding Equity Awards at December 31, 2023

    The market value of unvested restricted common stock and RSUs is calculated by multiplying the number of unvested shares of restricted common stock and RSUs held by the applicable named executive officer by the closing price of our common stock on December 29, 2023, which was $100.82. (2) Includes PSUs at “target” performance levels. However, the performance for the PSUs as measured as of December 31, 2023 was below the “threshold” level for any payout. The PSUs were granted in January 2022 and vest based on the Company’s total stockholder return versus two comparator groups from January 11, 2022 to December 31, 2024. The PSUs granted in January 2021 were forfeited in their entirety, as the performance for the PSUs as measured as of December 31, 2023 was below the “threshold” for any payout. (3) The market value of unvested PSUs is calculated by multiplying the PSUs at “target” performance levels by the closing price of our common stock on December 29, 2023, which was $100.82. (4) 20,132, 15,928 and 10,522 RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Mr. Gold continues to be an employee of the Company or a non-employee member of the Board on each such date. (5) 13,595, 11,377 and 7,516 shares of restricted common stock and RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Mr. Smithers continues to be an employee of the Company or a non-employee member of the Board on each such date. (6) 4,360 RSUs are released from forfeiture restrictions on each of January 1, 2024, January 1, 2025 and January 1, 2026, provided that Mr. Smith continues to be an employee of the Company or a non-employee member of the Board on each such date. (7) 5,421, 4,552 and 3,007 RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Ms. Hastings continues to be an employee of the Company or a non-employee member of the Board on each such date. (8) 4,947, 4,096 and 2,706 shares of restricted common stock and RSUs are released from forfeiture restrictions on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, provided that Mr. Wolfe continues to be an employee of the Company or a non-employee member of the Board on each such date.

  31. Stock Vested During 2023

    Stock Vested During 2023 The table below provides information about restricted stock vesting for each of our named executive officers during the fiscal year ended December 31, 2023. No stock options were outstanding or exercised during the fiscal year ended December 31, 2023.

  32. Stock Vested During 2023

    | | Stock Awards | | | Name | Number of Shares or Units Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Alan Gold | 14,936 | $1,513,764 | | Paul Smithers | 9,630 | 976,001 | | David Smith | — | — | | Catherine Hastings | 4,855 | 492,054 | | Brian Wolfe | 4,460 | 452,021 |

  33. Stock Vested During 2023

    (1) Represents the aggregate of equity grants that vested on January 1, 2023. (2) This column represents the number of shares of stock and/or RSUs that vested multiplied by the market price of the common stock on the vesting date. We did not provide any defined benefit pension plans in which our named executive officers participated during 2023. Accordingly, we have not included a Pension Benefits table in this proxy statement.

  34. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 Executive officers, directors and other key employees may choose to defer up to specified maximum amounts of compensation by contributing those amounts to our NQDC Plan, which was established effective as of January 1, 2020. For 2023, the NQDC Plan allowed for deferrals of up to 80% of an employee’s base salary, 100% of an employee’s bonus and 100% of director fees, as well as 100% deferral of settlement of vested RSUs for both employees and directors. No director or employee received matching or other contributions from the Company in 2023 in connection with these deferrals. Deferred amounts are credited to each participant’s account, which is deemed invested in one or more investment alternatives chosen by each participant from a range of mutual fund offerings and other investments available under the NQDC Plan. Each participant’s account is adjusted to reflect the investment performance of the selected investments. Benefits under the plan are payable in cash and generally will be paid in either a lump sum or in annual installments over a certain term upon retirement, death or other termination of employment, or upon a change in control of the Company, as elected in advance by the participant. A participant also may elect to receive some or all of the deferred amounts and related earnings pursuant to an in-service distribution, subject to a minimum three-year deferral. The following table sets forth summary information regarding the contributions to and earnings on the Company’s executive officers’ deferred compensation balances during 2023, and the total deferred amounts for the Company’s executive officers as of December 31, 2023.

  35. Nonqualified Deferred Compensation for 2023

    | Name | Executive Contributions in Last Fiscal Year($)(1) | Registrant Contributions in Last Fiscal Year($) | Aggregate Earnings (Losses) in Last Fiscal Year($)(2) | Aggregate Withdrawals / Distributions($)(3) | Aggregate Balance at Last Fiscal Year End($)(4) | | Alan Gold | $1,513,764 | $— | $477,284 | $(493,074) | $3,003,629 | | Paul Smithers | 584,688 | — | 116,613 | (124,610) | 1,521,273 | | David Smith | — | — | 70,632 | (70,632) | — | | Catherine Hastings | 492,054 | — | 147,960 | (153,581) | 1,069,297 | | Brian Wolfe | — | — | 43,837 | (43,837) | — |

  36. Nonqualified Deferred Compensation for 2023

    (1) The amount reported as executive contributions in 2023 includes each executive officer’s RSUs that vested in 2023 but were deferred under the NQDC Plan. These RSUs are payable in shares of the Company’s common stock but, pursuant to the terms of each executive officer’s deferral of the RSUs, payment does not occur until the applicable date as determined under the NQDC Plan. In accordance with applicable rules of the SEC, these RSUs are reflected in this table because, while the RSUs are considered to have been vested at the end of 2023, they had not yet become payable. None of the named executive officers deferred cash payments under the NQDC Plan for 2023. The grant-date fair values of these RSUs were reported as compensation to each executive in the Summary Compensation Table in 2022. (2) The amount reported as aggregate earnings (losses) in 2023 represents the change in value of each executive’s vested and deferred RSUs from January 1, 2023 through December 31, 2023 and the value of dividend equivalents that were paid during 2023. The right to receive dividend equivalents was factored into the determination of the grant date fair value, which means that the value of the dividend equivalents included in “Aggregate Earnings in Last Fiscal Year” was effectively already included in the Summary Compensation Table. (3) Represents the aggregate value of dividend equivalent rights paid with respect to all vested and unvested RSUs held by each executive during 2023. (4) Based on a per share price of $100.82, which was the closing stock price on the NYSE of one share of the Company’s common stock on December 29, 2023. The grant-date fair values of these RSUs were reported as compensation to each executive in the Summary Compensation Table in 2020, 2021 and 2022. The aggregate balances at last fiscal year end (at December 31, 2022) as reported in the Company’s proxy statement for its 2023 annual meeting of stockholders for Messrs. Gold and Smithers and Ms. Hastings were $1,505,656, $944,582 and $582,864, respectively, consisting of RSUs that vested in 2021 and 2022 but were deferred under the NQDC Plan, the grant-date fair values of which were reported as compensation to each executive in the Summary Compensation Table in 2020 and 2021, respectively.

  37. Pay versus Performance

    Pay versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our named executive officers (“NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (5), (6), (7) and (8) below set forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table for the covered fiscal year. The following table sets forth additional compensation information of our chief executive officer (CEO) and our non-CEO NEOs along with total stockholder return, net income, and rent collection results for fiscal years 2020, 2021, 2022 and 2023:

  38. Pay versus Performance

    | | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based on:(3) | | Net Income | Rent Collection(4) | | Year(1) | | | | | Total Stockholder Return | Peer Group Total Stockholder Return | | | | 2023(5) | $5,051,022 | $3,926,040 | $3,280,871 | $2,547,486 | $165 | $114 | $164,236,000 | 98% | | 2022(6) | 10,819,354 | (1,022,443) | 7,987,748 | (1,000,664) | 152 | 100 | 153,034,000 | 97% | | 2021(7) | 6,969,088 | 5,238,393 | 5,422,867 | 4,396,747 | 371 | 132 | 112,638,000 | 100% | | 2020(8) | 1,858,697 | 4,343,138 | 1,904,848 | 4,504,544 | 251 | 92 | 64,378,000 | 99% |

  39. Pay versus Performance

    (1) The CEO for all periods presented is Mr. Smithers. The non-CEO NEOs are Messrs. Gold, Smith and Wolfe and Ms. Hastings for 2023 and Messrs. Gold and Wolfe and Ms. Hastings for 2022, 2021 and 2020. Mr. Smith was appointed chief financial officer and treasurer in March 2023, concurrent with Ms. Hastings’ appointment as chief operating officer. (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for restricted stock and RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, and (2) for PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2023: $100.82 (less than 1% decrease from prior year), for 2022: $101.35 (61% decrease from prior year), for 2021: $262.91 (44% increase from prior year), and for 2020: $183.13 (141% increase from prior year). Total stockholder return (“TSR”) represents our cumulative TSR, calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. Peer Group TSR reflects the cumulative TSR of the MSCI US REIT Index (the “REIT Index”), which includes all tax-qualified equity REITs listed in the United States, as reflected in the stock performance graph in Part II, Item 5. of our annual report on Form 10-K for year ended December 31, 2023. Each year reflects what the cumulative value of $100 invested as of immediately prior to January 1, 2020 would be as of the applicable date, calculated on a dividends reinvested basis. “Rent Collection” calculated as base rent and property management fees collected over contractual base rent and property management fees due for the applicable year, and includes security deposits applied in connection with non-payment of rent by defaulting tenants or pursuant to lease amendments. (5) 2023 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table (the “SCT”):

  40. Pay versus Performance

    | 2023 | CEO | Average of Non-CEO NEOs | | CEO and Average of Non-CEO NEOs Total Reported in 2023 SCT | $5,051,022 | $3,280,871 | | Less, Value of Stock Awards Reported in SCT | (2,500,122) | (1,600,160) | | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | 2,273,289 | 1,557,291 | | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | (698,704) | (520,220) | | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | 210,661 | 135,014 | | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | (410,106) | (305,310) | | Total Adjustments | (1,124,982) | (733,385) | | “Compensation Actually Paid” for Fiscal Year 2023 | $3,926,040 | $2,547,486 |

  41. Pay versus Performance

    (6) 2022 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table (the “SCT”):

  42. Pay versus Performance

    | 2022 | CEO | Average of Non-CEO NEOs | | CEO and Average of Non-CEO NEOs Total Reported in 2022 SCT | $10,819,354 | $7,987,748 | | Less, Value of Stock Awards Reported in SCT | (8,500,204) | (6,267,097) | | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | 2,696,909 | 1,979,132 | | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | (6,168,536) | (4,807,462) | | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | 130,034 | 107,016 | | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | — | — | | Total Adjustments | (11,841,796) | (8,988,412) | | “Compensation Actually Paid” for Fiscal Year 2022 | $(1,022,443) | $(1,000,664) |

  43. Pay versus Performance

    2021 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the non-CEO NEOs reflect the following adjustments from Total Compensation reported in the SCT:

  44. Pay versus Performance

    | 2021 | CEO | Average of Non-CEO NEOs | | CEO and Average of Non-CEO NEOs Total Reported in 2021 SCT | $6,969,088 | $5,422,867 | | Less, Value of Stock Awards Reported in SCT | (4,860,388) | (3,802,187) | | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | 2,159,509 | 1,862,789 | | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | 868,645 | 816,362 | | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | 101,539 | 96,916 | | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | — | — | | Total Adjustments | (1,730,695) | (1,026,120) | | “Compensation Actually Paid” for Fiscal Year 2021 | $5,238,393 | $4,396,747 |

  45. Pay versus Performance

    (8) 2020 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the non-CEO NEOs reflect the following adjustments from Total Compensation reported in the SCT:

  46. Pay versus Performance

    | 2020 | CEO | Average of Non-CEO NEOs | | CEO and Average of Non-CEO NEOs Total Reported in 2020 SCT | $1,858,697 | $1,904,848 | | Less, Value of Stock Awards Reported in SCT | (800,147) | (750,048) | | Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,950,884 | 1,828,736 | | Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | 1,237,137 | 1,414,509 | | Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | 96,567 | 106,499 | | Less, Prior Year Fair Value of Prior Year Stock Awards that Failed to Vest this Year | — | — | | Total Adjustments | 2,484,441 | 2,599,695 | | “Compensation Actually Paid” for Fiscal Year 2020 | $4,343,138 | $4,504,544 |

  47. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure Company Selected Measure We chose Rent Collection as our Company Selected Measure for evaluating Pay versus Performance because it was one of the corporate goals utilized by our compensation committee in evaluating executive compensation in 2023 and 2022. Rent Collection was a key element for sustaining portfolio performance and financial results over this period, and was selected by the compensation committee as part of a strategic review at the beginning of 2023, factoring in the macroeconomic conditions persisting at the time for the Company and for the regulated cannabis industry generally (see the Compensation Discussion and Analysis section in this proxy statement for further detail), with a focus on existing portfolio operations. Total Stockholder Return The increase in the Company’s TSR significantly out-paced the REIT Index in 2020 and modestly out-paced the REIT Index in 2021, after having significantly out-paced the REIT Index through 2019 since the Company’s initial public offering in December 2016. This TSR performance contributed to increases in “Compensation Actually Paid” to our CEO and non-CEO NEOs in 2020 and to our CEO in 2021, though a modest decline for non-CEO NEOs in 2021. For 2022, our TSR performance significantly lagged that of the REIT Index, resulting in a significant decrease in “Compensation Actually Paid” to our CEO and non-CEO NEOs in 2022 (actual amounts calculated as negative compensation). For 2023, our TSR performance modestly underperformed the REIT Index (though increased approximately 9% year-over-year in absolute terms), and while there was an increase in “Compensation Actually Paid” to our CEO and non-CEO NEOs in 2023 from the negative amounts calculated in 2022, the amounts for 2023 remained significantly below the “Compensation Actually Paid” for both in 2021 and 2020. As a result, there generally exists a positive relationship between TSR and “Compensation Actually Paid” for all periods presented. In addition, over the full time period presented (from January 1, 2020 through December 31, 2023), the Company’s TSR significantly outperformed the REIT Index, exhibiting a 65% absolute TSR. Rent Collection In 2020 we see a positive relationship between Rent Collection and “Compensation Actually Paid,” an inverse relationship in 2021, and positive relationships in 2022 and 2023. Rent Collection in 2020 and 2021 were not directly correlated to “Compensation Actually Paid” because Rent Collection was not a metric utilized in our discretionary cash bonus or program for those time periods. For 2022 and 2023, Rent Collection was only one of a number of factors utilized by the compensation committee in evaluating payments under the annual incentive bonus plan, and was not a factor utilized for determination of any equity awards. Net Income In 2020 and 2021, we see a positive relationship between Net Income and “Compensation Actually Paid,” an inverse relationship in 2022, and a positive relationship in 2023. The increases in Net Income over the four-year period (and which occurred each year) are not directly correlated to “Compensation Actually Paid” because Net Income was not a formulaic metric utilized in our discretionary cash bonus or equity programs. The increases in “Compensation Actually Paid” in 2020 and 2021 were driven by several factors including, but not limited to, a significant increase in our stock price over this time period. In 2022, the significant decrease in “Compensation Actually Paid” (calculated as negative compensation for all NEOs) was primarily driven by the significant decrease in our stock price over the course of 2022, which served to significantly reduce the value of time-based equity awards, resulted in PSUs granted in January 2021 failing to vest in their entirety on December 31, 2023, and significantly reduced fair values of PSUs granted in January 2022 which have a performance period ending December 31, 2024. The increase in “Compensation Actually Paid” in 2023 from the negative amounts calculated in 2022 was primarily due to an increase year-over-year for our TSR in 2023 of approximately 9%, in comparison to the significant decrease in TSR which occurred in 2022, although “Compensation Actually Paid” in 2023 remained well below 2021 and 2020 levels, primarily due to the PSUs granted in January 2021 failing to vest in their entirety on December 31, 2023, and the PSUs granted in January 2022 with a performance period ending December 31, 2024 being below the threshold for any payout as measured as of December 31, 2023.

  48. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to company performance, over the fiscal year ended December 31, 2023. Rent collection percentage, liquidity position and maintenance of dividends were used as factors evaluated by the compensation committee, among other considerations, in determining the annual cash bonus payments to NEOs for the 2023 performance year. As described in prior proxy statements, the large majority of equity awards granted to NEOs in 2021 and 2022 were in the form of PSUs, with total stockholder return over a three-year period versus two comparator groups being the sole determinant for vesting. The PSUs granted in 2021 failed to vest in their entirety at the end of their performance period on December 31, 2023. In addition, measured as of December 31, 2023, the performance thresholds for the vesting of the PSUs granted in 2022 were not met for any of the applicable awards. The performance of each of these PSU grants had a significant impact on the “Compensation Actually Paid” for each of our NEOs. The performance measures included in this table are not ranked by relative importance.

  49. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Relative total stockholder return | | Rent collection percentage | | Liquidity position | | Maintenance of dividends |

  50. Executive Chairman and CEO Pay Ratios

    Executive Chairman and CEO Pay Ratios Pursuant to Section 953(b) of the Dodd-Frank Act and applicable SEC rules, we have prepared the ratio of the annual total compensation of our executive chairman, Mr. Gold, and our chief executive officer, Mr. Smithers, to the median of the annual total compensation of our other employees. Set forth below is a description of the methodology, including material assumptions, adjustments and estimates, we used to identify the median employee for purposes of calculating these ratios: • We identified the median employee using our employee population on December 31, 2023. As of December 31, 2023, we had a total population of 20 employees, including full-time, part-time and temporary employees, other than our executive chairman and chief executive officer. All of our employees are located in the United States. • We identified the median employee by considering the following three elements of compensation: 2023 base salary, discretionary bonus earned in 2023, and equity awards granted in 2023 (at the grant date fair value). For permanent employees (full-time and part-time) hired after January 1, 2023, we annualized the aforementioned components. Using the methodology described above, we selected the median of our employee population. For fiscal year 2023, the median of the annual total compensation of our employees (other than our executive chairman and chief executive officer) was $209,157, and the annual total compensation of Messrs. Gold and Smithers was $7,095,389 and $5,051,022, respectively. Based on this information, the ratio of the annual total compensation of Mr. Gold to the median of the annual total compensation of all employees other than our executive chairman and chief executive officer was 34 to 1 and the ratio of the annual total compensation of Mr. Smithers to the median of the annual total compensation of all employees other than our executive chairman and chief executive officer was 24 to 1. The annual total compensation of Messrs. Gold and Smithers presented for this purpose is equal to the compensation reported for them in the “Summary Compensation Table” included in this proxy statement. The pay ratios above represent our reasonable estimates calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the compensation committee nor our management used these pay ratio measures in making compensation decisions.