INNOVATIVE INDUSTRIAL PROPERTIES INC
For the period ended Dec 31, 2025. Filed Apr 22, 2026.
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Dec 31, 2025 · Filed Apr 22, 2026
Contents
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 AFFO per share for fiscal years 2021, 2022, 2023, 2024 and 2025:
| Value of Initial Fixed $100 Investment Based on:(3) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year(1) | 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) | Total Stockholder Return | Peer Group Total Stockholder Return | Net Income | AFFO Per Share(4) |
| 2025(5) | $4,722,417 | $3,808,420 | $4,241,715 | $3,404,184 | $38 | $138 | $114,435,000 | $7.24 |
| 2024 | 4,999,273 | 3,156,915 | 3,427,166 | 1,927,190 | 47 | 134 | 159,857,000 | $8.98 |
| 2023 | 5,051,022 | 3,926,040 | 3,280,871 | 2,547,486 | 66 | 123 | 164,236,000 | $9.08 |
| 2022 | 10,819,354 | (1,022,443) | 7,987,748 | (1,000,664) | 60 | 108 | 153,034,000 | $8.45 |
| 2021 | 6,969,088 | 5,238,393 | 5,422,867 | 4,396,747 | 147 | 143 | 112,638,000 | $6.66 |
(1)The CEO for all periods presented is Mr. Smithers. For 2025, the non-CEO NEOs are Mr. Gold and Mr. Smith. For 2024, the non-CEO NEOs are Mr. Gold, Mr. Smith, and Mr. Wolfe. For 2023, the non-CEO NEOs are Mr. Gold, Mr. Smith, Mr. Wolfe and Ms. Hastings and for 2022 and 2021 the non-CEO NEOs are Mr. Gold, Mr. Wolfe and Ms. Hastings. 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 2025: $47.36 (29% decrease from prior year) for 2024: $66.64 (34% decrease from prior year), for 2023: $100.82 (1% decrease from prior year), for 2022: $101.35 (61% decrease from prior year), and for 2021: $262.91 (44% increase from prior year).
(3)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, 2025. Each year reflects what the cumulative value of $100 invested as of immediately prior to January 1, 2021 would be as of the applicable date, calculated on a dividends reinvested basis.
(4)Adjusted funds from operations (“AFFO”) per share, a non-GAAP financial measure, provides useful information to investors because it is a widely accepted industry measure of the operating performance of REITs that is used by industry analysts and investors who look at and compare those companies. It provides an additional measure to compare the operating performance of REITs without having to account for differing depreciation assumptions and other unique revenue and expense items, which we believe are not pertinent to measuring a particular company’s on-going operating performance. The most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders per share. For a reconciliation of AFFO per share to net income available to common stockholders per share, see Appendix A of this Proxy Statement.
(5)2025 “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”):
| 2025 | CEO | Average of Non-CEO NEOs |
|---|---|---|
| CEO and Average of Non-CEO NEOs Total Reported in 2025 SCT | $4,722,417 | $4,241,715 |
| Less, Value of Stock Awards Reported in SCT | (2,375,203) | (2,162,579) |
| Plus, Year-End Value of Stock Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,537,164 | 1,399,559 |
| Plus, Change in Fair Value of Prior Year Stock Awards that are Unvested and Outstanding | (494,918) | (458,478) |
| Plus, Dividends and Dividend Equivalents Paid this Year on Unvested Stock Awards | 418,960 | 383,967 |
| Total Adjustments | (913,997) | (837,531) |
| “Compensation Actually Paid” for Fiscal Year 2025 | $3,808,420 | $3,404,184 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.