INNOVATIVE INDUSTRIAL PROPERTIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to § 240.14a-12

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INNOVATIVE INDUSTRIAL PROPERTIES, INC.

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(Name of Registrant as Specified In Its Charter)

Not Applicable

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 100

San Diego, CA 92127

Dear Fellow Stockholder:

You are cordially invited to attend our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:00 a.m., Pacific Time on June 11, 2025 at our San Diego offices located at 11440 West Bernardo Court, Suite 100, San Diego, California 92127. The business that will be conducted at the Annual Meeting is described in the Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement.

We would like to take this opportunity to highlight notable achievements during this past year, which was in the context of what we saw as a very challenging environment for the cannabis industry. We generated over $308 million in revenue and $256 million of adjusted funds from operations and returned over $211 million to stockholders through dividends, continuing our track record of increasing our annual dividends each year since our inception in 2016.

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Note: Dollars in thousands.

(1)

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(2)

Adjusted funds from operations (“AFFO”) is a supplemental non-GAAP financial measure used in the real estate industry to measure and compare the operating performance of real estate companies. A complete reconciliation containing adjustments from GAAP net income attributable to common stockholders to AFFO is included in Appendix A of the proxy statement.

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(1)

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(2)

Includes common stock dividends declared during the applicable year.

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(1)

Total stockholder return (“TSR”) from December 1, 2016 (the date that our common stock first began trading on the New York Stock Exchange) through December 31, 2024, calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.

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(2)

A real estate investment trust is a “REIT”. The MSCI US REIT Index includes all tax-qualified equity REITs listed in the United States.

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(1)

As of December 31, 2024, unless otherwise noted.

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(2)

Calculated in accordance with the indenture governing the Company’s 5.50% Unsecured Senior Notes due 2026.

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(3)

Consisting of cash and cash equivalents and short-term investments (each as reported on our consolidated balance sheet as of December 31, 2024) and availability under our revolving credit facility as of December 31, 2024.

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Investing in Our Team

We recognize that our success is linked to the talent and expertise of our people. 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. Attracting, developing, engaging and retaining our gifted team members, who help create long-term value for our stockholders, is an absolute priority.

To invest in our employees and foster a sense of shared purpose, we offer a variety of programs aimed at bettering the lives of our team members, including:

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Highly competitive compensation (including salary, cash incentives and equity), including a 401(k) plan with matching contributions;

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A best-in-class benefits package, with comprehensive health insurance for each employee and their immediate family at no cost to the employee, including but not limited to a high coverage, low- deductible PPO medical plan, PPO dental coverage, a generous vision plan, short and long-term disability benefits and life and accidental death and dismemberment coverage;

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Competitive paid time off consisting of initially four weeks each year, which are in addition to company paid holidays;

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A severance plan applicable to all non-executive employees that assists with each employee’s financial security in the event his or her employment is terminated without cause or he or she resigns for good reason;

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A wellness reimbursement benefit for fitness and mindfulness applications, classes and home exercise equipment that encourages our employees to stay mentally and physically fit;

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A physical work environment designed for health and well-being, including sit-stand desks, ergonomic chairs, healthy snack options (including fresh fruits and vegetables), maximized natural light at all workspaces, and weekly voluntary meditation classes;

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Paid time for volunteering at non-profit organizations;

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Assistance and support to employees who are working towards obtaining job-related licenses and relevant certifications as well as professional and technical continuing education; and

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Matching contributions from the company for employee donations to qualifying educational institutions.

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Investing in Our Communities

We believe the most profound impact we and our tenant partners make is through the positive economic contributions we and our tenants bring to our own communities and the communities where our facilities are situated. Many of these areas have experienced significant challenges, including job losses and economic downturns due to industry shifts and migration of businesses. However, together with our tenants, we have demonstrated the ability to bring back good jobs, economic activity and much needed benefits to the people of these communities. Our efforts also contribute to key tax revenues that help reinvest in public services, such as schools and healthcare, fostering the renewal of these communities.

In addition to these economic benefits, our employees and board members remain committed to giving back. In 2024, we organized three volunteer days at the corporate level and donated approximately $50,000 to local food banks in the areas where we own properties, reinforcing our ongoing support for the communities we serve.

Investing in Our Properties

Our properties are mission-critical for our tenant partners, featuring specialized buildouts with precision environmental controls for producing high-quality, consistent cannabis products at scale. The nature of our business model and the relationships we have with our tenants means that we are providing the capital resources necessary for them to make a variety of upgrades to the properties. Cannabis cultivation requires substantial energy, water and other inputs to optimize yields and achieve the desired product attributes. The capital we invest often goes toward improving energy and water efficiency, along with other enhancements, allowing the tenants to operate their business more efficiently while reducing their environmental impact. Many of our projects focus on redeveloping existing industrial buildings. By revitalizing previously vacant or under-utilized spaces, we reduce demolition and landfill waste, resulting in meaningful embodied carbon savings.

Additionally, we collaborate with our tenants to improve the energy efficiency and environmental performance of our properties. This includes funding upgrades like lighting improvements, building management systems, stormwater management, heating, ventilation and air conditioning enhancements, tiered cultivation systems, advanced irrigation, health and safety systems and greenhouse construction.

Corporate Governance Highlights

We are committed to strong corporate governance and transparency for our stockholders. We operate in a young, highly regulated and rapidly evolving industry that necessitates strong management, and unwavering commitment to ethics and compliance and the ability to adapt quickly to new market conditions. We continue to maintain the following corporate governance practices to enhance the company’s reputation for integrity and serving our stockholders responsibly:

While the regulated cannabis industry has experienced headwinds in recent years, our committed and experienced team of professionals continued to execute in 2024 and I am proud of the strong, long-term performance we have delivered to our stockholders. We thank you as always for your tremendous support, and we are steadfast in our commitment to be responsible stewards of your investment and remain focused on continuing to create long-term value for our stockholders.

Executive Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE & TIME

8:00 a.m., Pacific Time, on June 11, 2025

PLACE

Innovative Industrial Properties, Inc. 11440 West Bernardo Court, Suite 100 San Diego, CA 92127

ITEMS OF BUSINESS

To elect five directors, each to serve until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified.

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To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025.

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To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement.

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In addition, stockholders will consider and vote on such other business as may properly come before the annual meeting, including any adjournments or postponements of the meeting.

RECORD DATE

You are entitled to vote at the Annual Meeting if you were a stockholder of record as of the close of business on April 14, 2025.

PROXY MATERIALS

This notice of meeting, the proxy statement, the proxy card, and our 2024 annual report to stockholders, which is not part of the proxy solicitation materials, are available at http://materials.proxyvote.com/45781V.

PROXY VOTING

We first mailed the Notice of Availability of Proxy Materials to Stockholders on April 29, 2025. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review this proxy statement and our 2024 annual report and how to authorize your proxy online or by telephone. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. We are also sending a paper copy of the proxy materials to any stockholder who has elected to receive its proxy materials by mail. Your proxy is important. Whether or not you plan to attend the Annual Meeting, please authorize your proxy by Internet or telephone, or, if you received a paper copy of the materials by mail, please mark, sign, date and return your proxy card, so that your shares will be represented at the Annual Meeting. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may withdraw your proxy and vote in person at any time before the proxy is voted.

By Order of the Board of Directors,

Executive Chairman of the Board