DEF 14A of Industrial Logistics Properties Trust
Filed Mar 19, 2025 · FY20240001104659-25-025603
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF INDUSTRIAL LOGISTICS PROPERTIES TRUST
| 2024 Outstanding Equity Awards at Fiscal Year End | 43 | | 2024 Stock Vested | 43 | | Potential Payments upon Termination or Change in Control | 43 | | Pay Ratio | 44 | | Pay Versus Performance | 44 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS | 48 | | Audit Fees and All Other Fees | 48 | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 49 | | Other Information | 49 | | REPORT OF OUR AUDIT COMMITTEE | 50 | | FREQUENTLY ASKED QUESTIONS | 51 | | RELATED PERSON TRANSACTIONS | 56 | | WARNING CONCERNING FORWARD-LOOKING STATEMENTS | 57 | | OTHER INFORMATION | 58 | | ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS | A-1 |
Our Board’s Role in Oversight of Risk Management
committee meetings. Our day to day business is conducted by our manager, RMR, and RMR and our officers are responsible for incorporating risk management in their activities. Our management and members of our internal audit group regularly meet with our Audit Committee and provide us with advice and assistance with our risk management function. In discharging their oversight responsibilities, our Board and Board committees regularly review a wide range of reports provided by RMR and other service providers, including: • reports on market and industry conditions; • operating and regulatory compliance reports; • financial reports; • reports on risk management and our ESG activities and initiatives; • regulatory and legislative updates that may impact us; • reports on the security of our information technology processes and our data; and • legal proceeding updates and reports on other business related matters. Our Board and Board committees discuss these matters among themselves and with representatives of RMR, our officers, members of our internal audit group, legal counsel, our independent auditors and other professionals, as appropriate. Our Audit Committee takes a leading role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, and the use of artificial intelligence and our compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. Our Audit Committee also annually reviews an internal audit plan developed by members of our internal audit group with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes on an annual basis. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring activities and oversight on our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements, as applicable, to our Board. Our Audit Committee also meets quarterly with members of our internal audit group to review the results of our internal audits and receive reports, and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, including cybersecurity, as it determines appropriate. Our Audit Committee considers risks related to cybersecurity, and receives annual reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, such as advances in the use of artificial intelligence, and more frequent reports as it may direct or as warranted. RMR has conducted an external assessment of its cybersecurity controls using a qualified third party. In addition, RMR’s cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. RMR conducts annual data security education and testing for its employees, including RMR employees who provide services to us, in addition to penetration testing and unannounced email phishing exercises. Our Compensation Committee whose responsibilities are detailed in its charter, among other responsibilities, evaluates RMR’s performance under our business and property management agreements, including any perceived risks created by compensation arrangements. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make long term and appropriately risk balanced decisions. It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.
Board of Trustees’ Qualifications and Experience
Board of Trustees’ Qualifications and Experience Our Trustees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications, viewpoints and backgrounds that strengthen their ability to carry out their oversight role on behalf of our shareholders.
Board of Trustees’ Qualifications and Experience
| DIVERSITY OF SKILLS AND EXPERIENCES | | | Risk oversight/management expertise | Familiarity with the public capital markets | | Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry | Knowledge of the commercial real estate (“CRE”) industry and real estate investment trusts (“REITs”) | | Operating business and/or transactional experience | Familiarity with the industrial and logistics markets | | Management/leadership experience | Service on other public company boards and committees | | Knowledge of our historical business activities | Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing |
Board of Trustees’ Qualifications and Experience
| CORE QUALIFICATIONS AND EXPERIENCES | | | High standards of integrity and ethics | Diverse perspectives, backgrounds and experiences, including professional background and skills | | Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries | Commitment to serve on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters | | Strong record of achievements, including work experience with a proven record of success | |
Board of Trustees’ Qualifications and Experience
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Snapshot of 2025 Board Nominees
Snapshot of 2025 Board Nominees Presented below is a snapshot of the expected composition of our Board immediately following our 2025 Annual Meeting, assuming the election of our Trustee nominees. Our Board of Trustees believes that, collectively, our Trustees exhibit an effective mix of qualifications, experience and diversity.
Snapshot of 2025 Board Nominees
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Snapshot of 2025 Board Nominees
A plurality of all the votes cast is required to elect a Trustee at our 2025 Annual Meeting. The names, principal occupations and certain other information regarding the Trustee nominees that led our Nominating and Governance Committee and our Board to conclude that such persons are qualified to serve as Trustees are set forth on the following pages. Our Board of Trustees recommends a vote of “FOR ALL” for the election of all Trustee nominees.
Snapshot of 2025 Board Nominees
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Fiscal Year 2024 Trustee Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Bruce M. Gans | 102,500 | 90,000 | — | 192,500 | | Lisa Harris Jones | 100,000 | 90,000 | — | 190,000 | | Matthew P. Jordan(3) | — | 90,000 | — | 90,000 | | Joseph L. Morea | 105,000 | 90,000 | — | 195,000 | | Adam Portnoy(3) | — | 90,000 | — | 90,000 | | Kevin C. Phelan | 100,000 | 90,000 | — | 190,000 | | June S. Youngs | 85,000 | 90,000 | — | 175,000 |
Compensation Overview
RMR’s named executive officer compensation planning process incorporates key areas of evaluation, including: • external market data; • internal benchmarking; and • quantitative and qualitative assessments of Company, group and individual performance. Named Executive Officer Compensation Practices. RMR’s pay for performance compensation philosophy is reflected in its compensation practices, including: • no guaranteed salary increases or guaranteed cash bonuses; • no specific performance targets on which bonuses would be paid; • no specific incentive or additional performance awards for growing assets under management or for exceeding return benchmarks; • no excessive perquisites; • no tax gross-ups; • annual assessment of named executive officer compensation against peer companies and best practices; • holistic performance evaluations; and • annual salary cap. Components of the Named Executive Officers’ Compensation. RMR’s compensation program includes both a base salary and a cash bonus. The cash bonuses RMR pays to our named executive officers are discretionary in amount and are based on a performance evaluation. The evaluation involves an analysis of both (i) the overall performance of RMR, our Company and other RMR Clients, and (ii) the performance of the individual officer and his, her or their contributions, and services provided, to RMR, our Company and other RMR Clients. RMR believes this evaluation process allows RMR to link pay with performance in the closest way possible and provide RMR with the flexibility necessary to take all relevant factors into account in determining the bonus amounts, including the named executive officer’s ability to react to changing circumstances that impact the businesses of RMR, our Company and other RMR Clients. RMR Inc. also awards shares of Class A common stock of RMR Inc. to our named executive officers. One fifth of the shares awarded vested on the award date and an additional one fifth are scheduled to vest on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing
Analysis of 2024 Awards under the Share Award Plan
Under its charter, our Compensation Committee evaluates, approves and administers our equity compensation plans, which currently consist solely of the Share Award Plan. Our Compensation Committee has historically determined to use awards of Common Shares under the Share Award Plan rather than seek to issue stock options as equity compensation. Because the value of the Common Shares may be determined in part by reference to its dividend yield relative to market interest rates rather than by its potential for capital appreciation, we believe a conventional stock option plan might not provide appropriate incentives for management for a business like ours, but a share award plan may create a better identity of interests between management and other shareholders. Also, because we believe a stock option plan could have the potential to encourage excessive short term risk taking, we have historically granted share awards rather than issue stock options. Our Compensation Committee uses comparative information about the applicable Other RMR Managed REITs as additional data to help it determine whether it is awarding share amounts that are reasonable based on the characteristics of those REITs and their respective officers. Our Compensation Committee also considers the size and structure of the applicable Other RMR Managed REITs and other RMR Clients, and the experience, length of service and scope of duties and responsibilities of the officers at these other companies to assess the appropriateness of the value of the share awards proposed for our officers in light of the proposed awards for officers with comparable roles at the other companies. Our Compensation Committee reviewed the compensation data regarding the applicable Other RMR Managed REITs and their officers, together with the other factors discussed above in “Overview of 2024 Compensation Actions,” but our Compensation Committee did not undertake a detailed comparison of the named executive officers across the applicable Other RMR Managed REITs or other RMR Clients or assign weight to any particular characteristic of these other companies or their officers because our Compensation Committee determines the share amounts in its sole discretion on a non-formulaic basis. In 2024, our Compensation Committee considered the foregoing factors and the factors set forth above in “Overview of Fiscal 2024 Compensation Actions” and determined to increase the number of Common Shares awarded to each of Mses. Duffy and Sy. The increase in the number of Common Shares awarded to Ms. Sy in 2024 also reflects her first award of Common Shares since her appointment as our Chief Financial Officer and Treasurer in October 2023. We also considered Mses. Duffy’s and Sy’s level of performance and length of service to us in determining their awards. Mses. Duffy’s and Sy’s share awards were made in accordance with the recommendation of RMR and the Chair of our Compensation Committee. Our Compensation Committee also determined that it would be appropriate to provide that such share awards would vest upon the occurrence of certain corporate “change in control” or termination events. This year our Compensation Committee implemented a new method for determining share awards following a review of the methods used by certain peer companies and a determination that the new method would provide more consistency in the value of share awards from year to year. Our Compensation Committee now determines a set dollar value for each share award rather than setting the number of shares. As part of the considerations described above, we awarded in fiscal 2024 a number of Common Shares equal to $60,000 based on the closing share price on the grant date, rounded down to the nearest whole number, to Ms. Duffy and a number of Common Shares equal to $50,000 (also rounded down to the nearest whole number) to Ms. Sy. Accordingly, Ms. Duffy received 12,396 Common Shares with a grant date fair value of $59,997, and Ms. Sy received 10,330 Common Shares with a grant date fair value of $49,997. We determine the fair market value of the shares awarded based on the closing price of the Common Shares on the date of the award. Our Compensation Committee has imposed, and may impose, vesting and other conditions on the awarded Common Shares because it believes that time based vesting encourages the recipients of the share awards to remain employed by RMR and to continue to provide services to us. Our Compensation Committee currently uses a vesting schedule under which one fifth of the shares vest immediately and the remaining shares vest in four equal, consecutive annual installments commencing on the first anniversary of the date of the award. Our Compensation Committee utilizes a four year time based vesting schedule to provide an incentive to provide services for a long term and in consideration of the tax treatment of the share awards to us and to the recipients. In the event a recipient who received a share award ceases to render significant services, whether as an employee or otherwise to us, RMR or any RMR Client or their respective affiliates during the vesting period, we may cause the forfeiture of the Common Shares that have not yet vested. As with other issued Common Shares, vested and unvested shares awarded under the Share Award Plan are entitled to receive distributions that we make, if any, on the Common Shares.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Yael Duffy President and Chief Operating Officer | 2024 | — | — | 59,997 | 814 | 60,811 | | | 2023 | — | — | 54,450 | 534 | 54,984 | | | 2022 | — | — | 51,225 | 5,245 | 56,470 | | Tiffany R. Sy(4) Chief Financial Officer and Treasurer | 2024 | — | — | 49,997 | 151 | 50,148 | | | 2023 | — | — | 5,445 | 46 | 5,491 |
Summary Compensation Table
(1) Our named executive officers are officers and employees of RMR, and as officers and employees of RMR, also provide services to RMR and RMR Clients. In 2024, our named executive officers received aggregate base salary payments of $637,967 and aggregate cash bonuses of $692,500 from RMR for services those officers provided to RMR, our Company and other RMR Clients. (2) Represents the grant date fair value of Common Share awards in 2024, 2023 and 2022, as applicable, calculated in accordance with ASC 718 (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. The values listed in this column include the value of the Common Shares we awarded to Ms. Sy in her capacity as an officer of RMR prior to her becoming our Chief Financial Officer and Treasurer, effective October 1, 2023. (3) Consists of cash distributions in the applicable year on unvested Common Shares received in connection with cash distributions we paid to all of our shareholders. We pay no cash compensation to our executive officers. As noted above, our named executive officers are employees of, and are paid by, RMR for their service as our executive officers (other than the awards of Common Shares described in this Proxy Statement for their service as our executive officers or, with respect to Ms. Sy in 2023, for her service as an officer of RMR). (4) Only two years of information have been provided for Ms. Sy because she was not a named executive officer prior to 2023.
2024 Grants of Plan Based Awards
2024 Grants of Plan Based Awards The following table shows the total Common Shares awarded by us to our named executive officers in 2024 in their capacity as our officers.
2024 Grants of Plan Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Yael Duffy | 9/11/2024 | 12,396 | 59,997 | | Tiffany R. Sy | 9/11/2024 | 10,330 | 49,997 |
2024 Grants of Plan Based Awards
Equals the number of Common Shares awarded multiplied by the closing price on the date of the award, which is also the grant date fair value under ASC 718. No assumptions were used in this calculation.
2024 Grants of Plan Based Awards
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2024 Outstanding Equity Awards at Fiscal Year End
2024 Outstanding Equity Awards at Fiscal Year End The agreements governing the Common Shares we awarded to our named executive officers in 2024 (and prior years) provide that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR or any RMR Client or their respective affiliates and to accelerated vesting under certain circumstances. Holders of vested and unvested Common Shares awarded under the Share Award Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the Common Shares. The following table shows the total Common Shares awarded by us in 2024 and prior years to our named executive officers that were unvested as of December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year End
| | | Stock Awards | | | Name | Year Granted | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Yael Duffy | 2024 | 9,916 | 36,193 | | | 2023 | 9,000 | 32,850 | | | 2022 | 3,000 | 10,950 | | | 2021 | 1,000 | 3,650 | | Tiffany R. Sy(3) | 2024 | 8,264 | 30,164 | | | 2023 | 900 | 3,285 | | | 2022 | 300 | 1,095 | | | 2021 | 100 | 365 |
2024 Outstanding Equity Awards at Fiscal Year End
(1) The Common Shares awarded in 2024, 2023, 2022 and 2021 were awarded on September 11, 2024, September 13, 2023, September 14, 2022, and September 15, 2021, respectively. (2) Equals the number of Common Shares not vested multiplied by the closing price of the Common Shares on December 31, 2024. (3) Ms. Sy was elected as Chief Financial Officer and Treasurer on October 1, 2023. The Common Shares awarded to Ms. Sy prior to 2024 were awarded to her in her capacity as an officer of RMR before becoming an executive officer of our Company.
2024 Stock Vested
2024 Stock Vested The following table shows Common Share awards made in 2024 and prior years to our named executive officers that vested in 2024.
2024 Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Yael Duffy | 8,980 | 45,223 | | Tiffany R. Sy(2) | 2,616 | 12,815 |
2024 Stock Vested
(1) Equals the number of vesting Common Shares multiplied by the closing price on the dates that such Common Shares vested in 2024. (2) The Common Shares awarded to Ms. Sy prior to 2024 were awarded to her in her capacity as an officer of RMR before becoming an executive officer of our Company.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The form of share award agreement for awards made to our named executive officers provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or termination events (each, a “Termination Event”). The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of December 31, 2024.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| Name | Number of Shares Vested Upon Termination Event (#) | Value Realized on Termination Event as of December 31, 2024 ($)(1) | | Yael Duffy | 22,916 | 83,643 | | Tiffany R. Sy(2) | 9,564 | 34,909 |
Potential Payments upon Termination or Change in Control
Equals the number of unvested Common Shares multiplied by the closing price of the Common Shares on December 31, 2024. (2) The Common Shares awarded to Ms. Sy prior to 2024 were awarded to her in her capacity as an officer of RMR before becoming an executive officer of our Company. From time to time we have approved, and may in the future approve, the acceleration of vesting of Common Shares previously awarded under the Share Award Plan to former employees of RMR, which may include individuals who are our executive officers, when their employment with RMR is terminated. For a discussion of the consequences of a Termination Event under our business and property management agreements with RMR, see the below “Related Person Transactions” section.
Pay Ratio
Pay Ratio Pay ratio disclosure under Item 402(u) has not been provided because we do not have any employees.
Pay Versus Performance
Pay Versus Performance The following table and footnotes summarize the total compensation we paid to our Named Executive Officers (our “NEOs”), compensation “actually paid” to our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of the Company, the peer group total shareholder return and our net income for the past five fiscal years. We do not use any financial performance measures to link compensation actually paid to our NEOs by us to the Company’s performance. Accordingly, pursuant to the SEC rules, we have not included a “company selected measure” or the tabular list of performance measures. Please see “Compensation Discussion and Analysis—Compensation Overview” above for an explanation of why we pay our NEOs no cash compensation. For information regarding the compensation paid by RMR and RMR Inc. to our NEOs, please see the above “RMR and RMR Inc. Compensation Practices” section.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | Compensation Actually Paid to PEO(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEOs NEOs(2)(3) | Value of initial fixed $100 investment based on: | | Net Income (Loss) $(000s) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return** | | | | Yael Duffy | | | | | | | | | | 2024 | $60,811 | $38,041 | — | — | $50,148 | $39,180 | $19.40 | $128.36 | $(95,669) | | | Yael Duffy | | | | | | | | | | 2023 | 54,984 | 80,210 | | | 16,430 | 22,054 | 24.73 | 155.46 | (107,989) | | | Yael Duffy | | John Murray | | | | | | | | 2022 | 56,470 | (124,685)* | 121,175 | (490,790)* | 21,064 | (106,492)* | 16.96 | 130.45 | (226,723) | | 2021 | — | — | 510,225 | 542,690 | 139,754 | 147,803 | 125.58 | 185.66 | 119,682 | | 2020 | — | — | 426,070 | 442,115 | 119,712 | 124,535 | 110.84 | 114.64 | 82,071 |
Pay Versus Performance
* Because the Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs. ** Peer group total shareholder return is based on the MSCI U.S. REIT/Industrial REIT Index.
Pay Versus Performance
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Pay Versus Performance
The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.
PEO Compensation Actually Paid
PEO Compensation Actually Paid
PEO Compensation Actually Paid
| Year | PEO Name | Total Compensation Per Summary Compensation Table | Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to PEO | | 2024 | Yael Duffy | $60,811 | $(59,997) | $36,193 | $(13,650) | $12,003 | $2,680 | $37,227 | $38,041 |
PEO Compensation Actually Paid
(2) The only non-PEO NEO for 2024 is Tiffany R. Sy. (3) The following table summarizes the applicable deductions and additions for the Non-PEO NEO in the calculation of Compensation Actually Paid to the Non-PEO NEO.
Average Non-PEO NEOs—Compensation Actually Paid
Average Non-PEO NEOs—Compensation Actually Paid
Average Non-PEO NEOs—Compensation Actually Paid
| Year | Total Compensation Per Summary Compensation Table | Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to Non-PEO NEOs | | 2024 | $50,148 | $(49,997) | $30,164 | $(1,365) | $9,999 | $231 | $39,029 | $39,180 |
Average Non-PEO NEOs—Compensation Actually Paid
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