Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-23

Innovative Industrial Properties, Inc. (IIPR)

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.

$6,553,130
Alan Gold total, FY2025
Executive Chairmanhighest-paid officer; CEO Paul Smithers: $4,722,417
1st
CEO (Paul Smithers) pay percentile vs peers
19:1
CEO-to-median pay ratio
63.9%
Say-on-pay support, latest vote
Companies that benchmark against IIPR
4 companies name IIPR as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Alan Gold$1,365,000$0$3,325,153$0$1,852,477$0$10,500$6,553,130
Executive Chairman
Paul Smithers1,120,35002,375,20301,216,364010,5004,722,417
President and Chief Executive Officer
David Smith441,00001,000,0050478,795010,5001,930,300
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Alan Gold$6,553,130$6,975,930$7,095,389−422,800
Paul Smithers4,722,4174,999,2735,051,022−276,856
David Smith1,930,3001,990,1132,045,423−59,813

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
David BoyleDirector2026-06-09A2,652$0$0Derivative, Class A CommonForm 4 ↗
Scott ShoemakerDirector2026-06-09A2,65200Derivative, Class A CommonForm 4 ↗
Bruce IvesDirector2026-06-09A2,652CommonForm 4 ↗
Paul SmithersDirector2026-06-19A22,299CommonForm 4 ↗
Alan GoldDirector2026-06-19A33,96000Derivative, Class A CommonForm 4 ↗
David SmithCFO AND TREASURER2026-06-19A9,219CommonForm 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.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
David SmithRSU2025-02-2413,665$1,000,005
Alan GoldRSU2025-02-2445,4383,325,153
Paul SmithersRSU2025-02-2432,4572,375,203
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
David Smith$1,000,005$0$00.0%
Alan Gold3,325,153000.0%
Paul Smithers2,375,203000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Paul SmithersRSU58,127$2,752,895
Alan GoldRSU81,3763,853,967
David SmithRSU25,2871,197,592
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantFrederic W. Cook & Co., Inc.
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0910,666,2546,025,986185,11363.9%Passed
20252025-06-1113,167,1924,496,80890,49474.54%Passed
20242024-05-1512,743,9674,602,17074,55873.47%Passed
20232023-06-0714,900,4502,521,09388,22185.53%Passed
20222022-05-1816,183,043509,81158,55696.95%Passed
20212021-06-0414,255,655696,28964,55395.34%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-0963.9%a
20252025-06-1174.54%b
20242024-05-1573.47%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.

07

CEO pay ratio

Ratio (CEO : median employee)19 : 1
CEO total compensation$4,722,417
Median employee compensation$245,756
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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 Governance80,000160,015000240,015
David BoyleIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance · Newly elected47,222160,015000207,237
David StecherIndependent · Audit (Chair) · Compensation · Departed during FY42,50000042,500
Mary CurranIndependent · Audit · Nominating and Corporate Governance · Departed during FY37,50000037,500
Paul SmithersEmployee director00000
Bruce IvesIndependent · Audit · Compensation · Nominating and Corporate Governance · Partial-year service · Newly elected000000
Alan GoldEmployee director · Board Chair00000
09

Board fee structure and ownership guideline

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 guideline5x annual cash retainer
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

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..

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1BlackRock, Inc.(9)2025Laurence Fink$1,500,000$24,600,184$0$0$37,749,569
2Innovative Industrial Properties, Inc.2025Paul Smithers1,120,3502,375,20301,216,3644,722,417

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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Innovative Industrial Properties, Inc.78%RSU 100not disclosedFrederic W. Cook & Co., Inc.
BlackRock, Inc.(9)not disclosedPSU 74 · RSU 26NoSemler 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.

FAQ

Frequently asked questions

Who was the highest-paid executive at Innovative Industrial Properties, Inc. in fiscal 2025?
As disclosed, the highest-paid executive was Alan Gold, Executive Chairman, with total compensation of $6,553,130.
How does Innovative Industrial Properties, Inc.'s chief executive pay compare to its disclosed peer group?
The filing shows that CEO Paul Smithers' pay was in the 1st percentile of the disclosed peer group.
What is Innovative Industrial Properties, Inc.'s CEO-to-median employee pay ratio?
The company reported a CEO-to-median employee pay ratio of 19:1.
How did shareholders vote on Innovative Industrial Properties, Inc.'s executive compensation?
Shareholders supported the latest executive compensation plan with 63.9% approval in the Say on Pay vote.
How much does Innovative Industrial Properties, Inc. spend in total on board compensation for fiscal 2025?
The filing shows total board compensation for fiscal 2025 was $882,271.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Alan GoldDEF 14A2026-04-220001628280-26-026588Section “Summary Compensation Table for 2025” · page 42. As printed: 6,553,130. Filing ↗machine: span 575444–575453
2Section 01, Paul SmithersDEF 14A2026-04-220001628280-26-026588Section “Summary Compensation Table for 2025” · page 42. As printed: 4,722,417. Filing ↗machine: span 584381–584390
3Section 01, David SmithDEF 14A2026-04-220001628280-26-026588Section “Summary Compensation Table for 2025” · page 42. As printed: 1,930,300. Filing ↗machine: span 593590–593599
4Section 03, David Smith RSUDEF 14A2026-04-220001628280-26-026588Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: t40 · r4 · c4 · span 546172–546178
5Section 03, Alan Gold RSUDEF 14A2026-04-220001628280-26-026588Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: t40 · r2 · c4 · span 544482–544488
6Section 03, Paul Smithers RSUDEF 14A2026-04-220001628280-26-026588Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: t40 · r3 · c2 · span 545029–545035
7Section 07, pay ratioDEF 14A2026-04-220001628280-26-026588Section “CEO Pay Ratio”. As printed: 19 : 1. Filing ↗machine: span 774490–774497
8Section 08, Gary KreitzerDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 355,019. Filing ↗machine: t19 · r2 · c10 · span 251909–251916
9Section 08, Scott Shoemaker, M.DDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 240,015. Filing ↗
10Section 08, David BoyleDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 207,237. Filing ↗machine: t19 · r6 · c7 · span 258912–258919
11Section 08, David StecherDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 42,500. Filing ↗machine: t19 · r5 · c1 · span 256006–256012
12Section 08, Mary CurranDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 37,500. Filing ↗machine: t19 · r3 · c1 · span 252716–252722
13Section 08, Paul SmithersDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Bruce IvesDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 0. Filing ↗
15Section 08, Alan GoldDEF 14A2026-04-220001628280-26-026588Section “Director Compensation”. As printed: 0. Filing ↗
16Section 02, David Boyle 2026-06-09Form 42026-06-100002069795-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Scott Shoemaker 2026-06-09Form 42026-06-100001689305-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Bruce Ives 2026-06-09Form 42026-06-110002132853-26-000005Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Paul Smithers 2026-06-19Form 42026-06-230001689308-26-000008Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Alan Gold 2026-06-19Form 42026-06-230001298786-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, David Smith 2026-06-19Form 42026-06-230001764631-26-000006Insider equity transaction reported since the proxy statement. Filing ↗
22Section 06, 2026 voteForm 8-K2026-06-090001104659-26-071876Item 5.07 · say-on-pay result. As reported: 63.9% (votes for as printed: 10,666,254). Filing ↗
23Section 06, 2025 voteForm 8-K2025-06-110001104659-25-058560Item 5.07 · say-on-pay result. As reported: 74.54% (votes for as printed: 13,167,192). Filing ↗
24Section 06, 2024 voteForm 8-K2024-05-150001104659-24-061944Item 5.07 · say-on-pay result. As reported: 73.47% (votes for as printed: 12,743,967). Filing ↗
25Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
26Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
27Section 09b board cost (computed)ComputedcomputedCash 362,222 + equity 520,049 + all other 0 = 882,271, summed across the director compensation table rows.machine: formula: Σ = 882,271
28BlackRock, Inc.(9), Section 10b CEO totalDEF 14A2026-04-100001308179-26-000262CEO total compensation as printed in BlackRock, Inc.(9)'s own proxy. As printed: 37,749,569. Filing ↗machine: span 1984856–1984866
29Innovative Industrial Properties, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-220001628280-26-026588CEO total compensation as printed in Innovative Industrial Properties, Inc.'s own proxy. As printed: 4,722,417. Filing ↗machine: span 584381–584390
30Section 10a, BlackRock, Inc.(9) reciprocityDEF 14A0001308179-26-000262BlackRock, Inc.(9)'s most recent proxy was read; its disclosed peer group does not include Innovative Industrial Properties, Inc.. Filing ↗