Innovative Industrial Properties, Inc. (NYSE:IIPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Compensation Decisions
On January 8, 2018, the Compensation Committee of the Board of Directors (the "Board") of Innovative Industrial Properties, Inc. (the "Company") adjusted the annual base salaries of the Company's executive officers for 2018, determined the executive officers' 2017 cash bonuses and granted executive officers awards of restricted shares of common stock. These salaries, bonuses and grants of restricted stock are summarized in the following table:
| Name and Position |
Base Salary(1) |
Cash Bonus |
Restricted Stock Awards(2) |
||
|
Alan Gold Executive Chairman |
$ | 600,000 | $ | 400,000 | 40,749 |
|
Paul Smithers President and Chief Executive Officer |
$ | 360,000 | $ | 210,000 | 11,886 |
|
Catherine Hastings Chief Financial Officer, Chief Accounting Officer and Treasurer |
$ | 210,000 | $ | 120,000 | 6,792 |
|
Brian Wolfe Vice President, General Counsel and Secretary |
$ | 210,000 | $ | 120,000 | 6,792 |
| (1) | Adjustments to the executive officers' base salaries are effective as of January 1, 2018. |
| (2) | The restricted stock awards vest ratably on each of January 1, 2019, January 1, 2020 and January 1, 2021 for each of the Company's 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. The restricted stock awards were issued to each executive officer to a Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (the "Award Agreement") under the Company's 2016 Omnibus Incentive Plan (the "Plan"). |
Amendments to Director Compensation Policy
In addition, on January 8, 2018, the Board approved revisions to the Company's Director Compensation Policy effective as of January1, 2018 (the "Director Compensation Policy"). Under the revised Director Compensation Policy, each of the Company's non-employee directors receives an annual fee of $25,000 in cash (except in the case of Mr. Kreitzer, who serves as vice chairman of the Board and receives an annual retainer of $50,000 in cash) and an annual retainer of $40,000 payable in restricted shares of common stock under the Plan (except in the case of Mr. Kreitzer, who receives an annual retainer of $50,000 payable in restricted shares of common stock under the Plan), which vest in their entirety one year from the date of grant. The audit committee chair continues to receive an additional annual retainer of $5,000 in cash and any other committee chair continues to receive an additional annual retainer of $2,500 in cash. All members of the Board continue to be reimbursed for their costs and expenses in attending Board meetings.
The Company also will grant $40,000 in restricted shares of common stock under the 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.
Directors who are employees of the Company or its subsidiaries do not receive compensation for their service as directors.
Copies of the Award Agreement and Director Compensation Policy are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference. The foregoing descriptions of the Award Agreement and the Director Compensation Policy are qualified in their entirety by reference to the full text of the Award Agreement and Director Compensation Policy.
Item 5.02 Financial Statements and Exhibits.
| (1) | Incorporated by reference to Exhibit 10.2 to Innovative Industrial Properties, Inc.'s Registration Statement on Form S-8 (File No. 333-214919), filed with the Securities and Exchange Commission on December 6, 2016. |
INNOVATIVE INDUSTRIAL PROPERTIES INC ExhibitEX-10.2 2 tv482968_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Director Compensation Policy Members of the board of directors (the “Board”) of Innovative Industrial Properties,…To view the full exhibit click here
About Innovative Industrial Properties, Inc. (NYSE:IIPR)
Innovative Industrial Properties, Inc. is focused on the acquisition, ownership and management of specialized industrial properties leased to state-licensed operators for their regulated medical-use cannabis facilities. The Company intends to acquire its properties through sale-leaseback transactions and third-party purchases. It is focused on leasing its properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including maintenance, taxes and insurance. The Company intends to conduct business in an umbrella partnership real estate investment trust (UPREIT), structure through its operating partnership. The Company’s real estate investments will consist of primarily properties suitable for cultivation and production of medical-use cannabis.
