Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses IIPR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named IIPR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Alan Gold | $1,365,000 | $0 | $3,325,153 | $0 | $1,852,477 | $0 | $10,500 | $6,553,130 |
| Executive Chairman | ||||||||
| Paul Smithers | 1,120,350 | 0 | 2,375,203 | 0 | 1,216,364 | 0 | 10,500 | 4,722,417 |
| President and Chief Executive Officer | ||||||||
| David Smith | 441,000 | 0 | 1,000,005 | 0 | 478,795 | 0 | 10,500 | 1,930,300 |
| Chief Financial Officer and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Alan Gold | $6,553,130 | $6,975,930 | $7,095,389 | −422,800 |
| Paul Smithers | 4,722,417 | 4,999,273 | 5,051,022 | −276,856 |
| David Smith | 1,930,300 | 1,990,113 | 2,045,423 | −59,813 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| David Boyle | Director | 2026-06-09 | A | 2,652 | $0 | $0 | Derivative, Class A Common | Form 4 ↗ |
| Scott Shoemaker | Director | 2026-06-09 | A | 2,652 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Bruce Ives | Director | 2026-06-09 | A | 2,652 | — | — | Common | Form 4 ↗ |
| Paul Smithers | Director | 2026-06-19 | A | 22,299 | — | — | Common | Form 4 ↗ |
| Alan Gold | Director | 2026-06-19 | A | 33,960 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| David Smith | CFO AND TREASURER | 2026-06-19 | A | 9,219 | — | — | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| David Smith | RSU | 2025-02-24 | — | — | 13,665 | — | $1,000,005 |
| Alan Gold | RSU | 2025-02-24 | — | — | 45,438 | — | 3,325,153 |
| Paul Smithers | RSU | 2025-02-24 | — | — | 32,457 | — | 2,375,203 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| David Smith | $1,000,005 | $0 | $0 | 0.0% |
| Alan Gold | 3,325,153 | 0 | 0 | 0.0% |
| Paul Smithers | 2,375,203 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Paul Smithers | RSU | 58,127 | — | $2,752,895 |
| Alan Gold | RSU | 81,376 | — | 3,853,967 |
| David Smith | RSU | 25,287 | — | 1,197,592 |
We believe that the compensation of our executive officers aligns their interests with those of the stockholders in a way that encourages prudent decision-making, links compensation to our overall performance, provides a competitive level of total compensation necessary to attract and retain talented and experienced executive officers and motivates the executive officers to contribute to our success.
| CEO STI target (% of salary) | 140% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Frederic W. Cook & Co., Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-09 | 10,666,254 | 6,025,986 | 185,113 | 63.9% | Passed |
| 2025 | 2025-06-11 | 13,167,192 | 4,496,808 | 90,494 | 74.54% | Passed |
| 2024 | 2024-05-15 | 12,743,967 | 4,602,170 | 74,558 | 73.47% | Passed |
| 2023 | 2023-06-07 | 14,900,450 | 2,521,093 | 88,221 | 85.53% | Passed |
| 2022 | 2022-05-18 | 16,183,043 | 509,811 | 58,556 | 96.95% | Passed |
| 2021 | 2021-06-04 | 14,255,655 | 696,289 | 64,553 | 95.34% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-09 | 63.9%a |
| 2025 | 2025-06-11 | 74.54%b |
| 2024 | 2024-05-15 | 73.47%c |
a. Approved under the standard stated in the filing — “An abstention or broker non-vote will have no effect on the outcome of the vote for this proposal.”.
b. Approved under the standard stated in the filing — “Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal.”.
c. Approved under the standard stated in the filing — “Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 19 : 1 |
|---|---|
| CEO total compensation | $4,722,417 |
| Median employee compensation | $245,756 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Gary KreitzerIndependent · Lead Independent Director · Audit · Compensation · Nominating and Corporate Governance (Chair) · Not standing for re-election | $155,000 | $200,019 | $0 | $0 | $0 | $355,019 |
| Scott Shoemaker, M.DIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance | 80,000 | 160,015 | 0 | 0 | 0 | 240,015 |
| David BoyleIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance · Newly elected | 47,222 | 160,015 | 0 | 0 | 0 | 207,237 |
| David StecherIndependent · Audit (Chair) · Compensation · Departed during FY | 42,500 | — | 0 | 0 | 0 | 42,500 |
| Mary CurranIndependent · Audit · Nominating and Corporate Governance · Departed during FY | 37,500 | — | 0 | 0 | 0 | 37,500 |
| Paul SmithersEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Bruce IvesIndependent · Audit · Compensation · Nominating and Corporate Governance · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Alan GoldEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | $160,079 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 150,000 |
| Stock ownership guideline | 5x annual cash retainer |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $362,222 |
| Equity awards (grant-date value) | $520,049 |
| All other compensation | $0 |
| Total cost of the board | $882,271 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Innovative Industrial Properties, Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Innovative Industrial Properties, Inc..
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | BlackRock, Inc.(9) | 2025 | Laurence Fink | $1,500,000 | $24,600,184 | $0 | $0 | $37,749,569 |
| 2 | Innovative Industrial Properties, Inc. | 2025 | Paul Smithers | 1,120,350 | 2,375,203 | 0 | 1,216,364 | 4,722,417 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Innovative Industrial Properties, Inc. | 78% | RSU 100 | not disclosed | Frederic W. Cook & Co., Inc. |
| BlackRock, Inc.(9) | not disclosed | PSU 74 · RSU 26 | No | Semler Brossy |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Alan Gold | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Summary Compensation Table for 2025” · page 42. As printed: 6,553,130. Filing ↗machine: span 575444–575453 |
| 2 | Section 01, Paul Smithers | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Summary Compensation Table for 2025” · page 42. As printed: 4,722,417. Filing ↗machine: span 584381–584390 |
| 3 | Section 01, David Smith | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Summary Compensation Table for 2025” · page 42. As printed: 1,930,300. Filing ↗machine: span 593590–593599 |
| 4 | Section 03, David Smith RSU | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: t40 · r4 · c4 · span 546172–546178 |
| 5 | Section 03, Alan Gold RSU | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: t40 · r2 · c4 · span 544482–544488 |
| 6 | Section 03, Paul Smithers RSU | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: t40 · r3 · c2 · span 545029–545035 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “CEO Pay Ratio”. As printed: 19 : 1. Filing ↗machine: span 774490–774497 |
| 8 | Section 08, Gary Kreitzer | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 355,019. Filing ↗machine: t19 · r2 · c10 · span 251909–251916 |
| 9 | Section 08, Scott Shoemaker, M.D | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 240,015. Filing ↗ |
| 10 | Section 08, David Boyle | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 207,237. Filing ↗machine: t19 · r6 · c7 · span 258912–258919 |
| 11 | Section 08, David Stecher | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 42,500. Filing ↗machine: t19 · r5 · c1 · span 256006–256012 |
| 12 | Section 08, Mary Curran | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 37,500. Filing ↗machine: t19 · r3 · c1 · span 252716–252722 |
| 13 | Section 08, Paul Smithers | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, Bruce Ives | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Alan Gold | DEF 14A | 2026-04-22 | 0001628280-26-026588 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 02, David Boyle 2026-06-09 | Form 4 | 2026-06-10 | 0002069795-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Scott Shoemaker 2026-06-09 | Form 4 | 2026-06-10 | 0001689305-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Bruce Ives 2026-06-09 | Form 4 | 2026-06-11 | 0002132853-26-000005 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Paul Smithers 2026-06-19 | Form 4 | 2026-06-23 | 0001689308-26-000008 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Alan Gold 2026-06-19 | Form 4 | 2026-06-23 | 0001298786-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, David Smith 2026-06-19 | Form 4 | 2026-06-23 | 0001764631-26-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 06, 2026 vote | Form 8-K | 2026-06-09 | 0001104659-26-071876 | Item 5.07 · say-on-pay result. As reported: 63.9% (votes for as printed: 10,666,254). Filing ↗ |
| 23 | Section 06, 2025 vote | Form 8-K | 2025-06-11 | 0001104659-25-058560 | Item 5.07 · say-on-pay result. As reported: 74.54% (votes for as printed: 13,167,192). Filing ↗ |
| 24 | Section 06, 2024 vote | Form 8-K | 2024-05-15 | 0001104659-24-061944 | Item 5.07 · say-on-pay result. As reported: 73.47% (votes for as printed: 12,743,967). Filing ↗ |
| 25 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 26 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 27 | Section 09b board cost (computed) | Computed | — | computed | Cash 362,222 + equity 520,049 + all other 0 = 882,271, summed across the director compensation table rows.machine: formula: Σ = 882,271 |
| 28 | BlackRock, Inc.(9), Section 10b CEO total | DEF 14A | 2026-04-10 | 0001308179-26-000262 | CEO total compensation as printed in BlackRock, Inc.(9)'s own proxy. As printed: 37,749,569. Filing ↗machine: span 1984856–1984866 |
| 29 | Innovative Industrial Properties, Inc. (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001628280-26-026588 | CEO total compensation as printed in Innovative Industrial Properties, Inc.'s own proxy. As printed: 4,722,417. Filing ↗machine: span 584381–584390 |
| 30 | Section 10a, BlackRock, Inc.(9) reciprocity | DEF 14A | — | 0001308179-26-000262 | BlackRock, Inc.(9)'s most recent proxy was read; its disclosed peer group does not include Innovative Industrial Properties, Inc.. Filing ↗ |