Innovative Industrial Properties (IIPR) Proxy Filing summary

Executive summary

• Achieved $308.5 million in revenue and $256.1 million in AFFO for 2024, with a 74% and 95% CAGR since 2017, respectively.

• Returned over $211 million to shareholders via dividends, maintaining a 45% annual dividend CAGR since 2017.

• Maintained a low leverage profile with 11% debt to total gross assets and $238.7 million in liquidity as of year-end 2024.

• Upsized revolving credit facility to $87.5 million in 2024.

• Focused on employee well-being, community investment, and property upgrades for efficiency and sustainability.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Ratification of BDO USA, P.C. as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Shareholders may submit proposals for the 2026 meeting by December 30, 2025.

Board of directors and corporate governance

• Board reduced from six to five members due to retirements; three of five nominees are independent.

• All directors subject to annual election; majority are independent.

• Board committees (audit, compensation, nominating/governance) are fully independent.

• Annual self-evaluations, orientation, and continuing education for directors.

• Stock ownership requirements, code of ethics, anti-hedging/pledging, and clawback policies in place.

• No stockholder rights plan; bylaws allow shareholder amendments.