Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-10

Industrial Logistics Properties Trust (ILPT)

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.

$153,326
Yael Duffy total, FY2025
50th
CEO pay percentile vs peers
CEO-to-median pay ratio
95.76%
Say-on-pay support, latest vote
Companies that benchmark against ILPT
4 companies name ILPT as a compensation peer

Each company listed discloses ILPT 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 ILPT 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
Yael Duffy$0$0$149,999$0$0$0$3,327$153,326
President and Chief Executive Officer
Tiffany Sy0079,9990001,53781,536
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
Yael Duffy$153,326$60,811$54,984+92,515
Tiffany Sy81,53650,1485,491+31,388

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
Yael DuffyDirector2026-03-18A15,625CommonForm 4 ↗
Kevin C. PhelanDirector2026-05-22A2,000917,736Common, indirectForm 4 ↗
Elena PoptodorovaDirector2026-06-09A12,514CommonForm 4 ↗
Adam PortnoyDirector2026-06-09A12,514CommonForm 4 ↗
Joseph L. MoreaDirector2026-06-09A12,514CommonForm 4 ↗
Yael DuffyDirector2026-06-09A12,514CommonForm 4 ↗
Kevin C. PhelanDirector2026-06-09A12,514CommonForm 4 ↗
Lisa Harris JonesDirector2026-06-09A12,514CommonForm 4 ↗
Bruce M. GansDirector2026-06-09A12,514CommonForm 4 ↗
Elena PoptodorovaDirector2026-06-09D1,878916,508CommonForm 4 ↗
June S. YoungsDirector2026-06-09A12,514CommonForm 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
Tiffany SyRSU2025-09-0913,008$79,999
Yael DuffyRSU2025-09-0924,390149,999
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Tiffany Sy$79,999$0$00.0%
Yael Duffy149,999000.0%

% 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
Yael DuffyRSU1,500$8,310
Tiffany SyRSU10,40657,649
Yael DuffyRSU7,43741,201
Yael DuffyRSU6,00033,240
Tiffany SyRSU6,19834,337
Yael DuffyRSU19,512108,096
Tiffany SyRSU6003,324
Tiffany SyRSU150831
05

Incentive-plan design — the Compensation Discussion & Analysis

The key principle of RMR s compensation philosophy for all employees, including our named executive officers, is to pay for performance.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantnot disclosed
Clawback policy
Anti-hedgingTrue
Anti-pledging
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0927,102,7941,201,163400,10895.76%Passed
20252025-05-2834,991,3901,717,5695,638,08395.32%Passed
20242024-05-3033,152,0788,369,065577,46679.84%Passed
20232023-06-0138,537,6756,374,083229,41485.81%Passed
20222022-06-0147,059,4065,100,958165,78990.22%Passed
20212021-06-0251,360,9703,645,908267,88693.37%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
20262026-06-0995.76%a
20252025-05-2895.32%b
20242024-05-3079.84%c

a. Approved under the standard stated in the filing — “Abstentions are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of any Proposal to be acted upon at our 2026 Annual Meeting.”.

b. Approved under the standard stated in the filing — “Abstentions are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of any Proposal to be acted upon at the 2025 Annual Meeting.”.

c. Approved under the standard stated in the filing — “Abstentions are not votes cast and, therefore, will not be included in vote totals and will have no effect on the outcome of any Proposal to be acted upon at the 2024 Annual Meeting.”.

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)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Joseph L. MoreaIndependent · Audit (Chair)$105,000$94,999$0$0$0$199,999
Bruce M. GansIndependent · Lead Independent Director · Audit · Compensation · Partial-year service102,50094,999000197,499
Kevin C. PhelanIndependent · Compensation (Chair) · Nominating and Governance100,00094,999000194,999
Lisa Harris JonesIndependent · Audit · Nominating and Governance (Chair)100,00094,999000194,999
June S. YoungsIndependent · Audit · Compensation85,00094,999000179,999
Matthew P. JordanNot independent · Departed during FY094,99900094,999
Adam PortnoyNot independent094,99900094,999
Yael DuffyEmployee director · Partial-year service · Newly elected094,99900
09

Board fee structure and ownership guideline

Annual cash retainer$85,000
Annual equity retainer$95,000
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)20,000 / 15,000 / 15,000
Stock ownership guideline$20,000
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$492,500
Equity awards (grant-date value)$759,992
All other compensation$0
Total cost of the board$1,252,492

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

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
1Industrial Logistics Properties Trust2025Yael Duffy$0$149,999$0$0$153,326

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.

FAQ

Frequently asked questions

Who was the highest-paid executive at Industrial Logistics Properties Trust in fiscal 2025?
Yael Duffy, President and Chief Executive Officer, was the highest-paid executive at Industrial Logistics Properties Trust in fiscal 2025 with total compensation of $153,326.
How does Industrial Logistics Properties Trust's chief executive pay compare to its disclosed peer group?
The filing shows that the CEO's pay falls at the 50th percentile of the disclosed peer group.
What is Industrial Logistics Properties Trust's CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio is not disclosed in this extract.
How did shareholders vote on Industrial Logistics Properties Trust's executive compensation?
Shareholders provided 95.76% support for the executive compensation plan in the latest vote.
How much does Industrial Logistics Properties Trust spend in total on board compensation for fiscal 2025?
The company reported total board compensation of $1,252,492 for fiscal 2025.

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, Yael DuffyDEF 14A2026-03-180001104659-26-030928Section “Summary Compensation Table” · page 40. As printed: 153,326. Filing ↗machine: t85 · r1 · c29 · span 802743–802750
2Section 01, Tiffany SyDEF 14A2026-03-180001104659-26-030928Section “Summary Compensation Table” · page 40. As printed: 81,536. Filing ↗machine: r4 · c29 · span 814287–814293
3Section 03, Tiffany Sy RSUDEF 14A2026-03-180001104659-26-030928Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t86 · r2 · c17 · span 832715–832721
4Section 03, Yael Duffy RSUDEF 14A2026-03-180001104659-26-030928Section “2025 Grants of Plan Based Awards” · grants of plan-based awards table. Filing ↗machine: t86 · r1 · c17 · span 830058–830065
5Section 07, pay ratioDEF 14A2026-03-180001104659-26-030928Section “CEO Pay Ratio”. As printed: —. Filing ↗
6Section 08, Joseph L. MoreaDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 199,999. Filing ↗machine: t68 · r5 · c23 · span 647487–647494
7Section 08, Bruce M. GansDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 197,499. Filing ↗machine: t68 · r2 · c23 · span 638934–638941
8Section 08, Kevin C. PhelanDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 194,999. Filing ↗machine: t68 · r7 · c23 · span 653068–653075
9Section 08, Lisa Harris JonesDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 194,999. Filing ↗machine: t68 · r3 · c23 · span 641898–641905
10Section 08, June S. YoungsDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 179,999. Filing ↗machine: t68 · r8 · c23 · span 656455–656462
11Section 08, Matthew P. JordanDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 94,999. Filing ↗machine: t68 · r4 · c11 · span 643523–643529
12Section 08, Adam PortnoyDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 94,999. Filing ↗machine: t68 · r6 · c11 · span 649104–649110
13Section 08, Yael DuffyDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: —. Filing ↗machine: span 636411–636418
14Section 02, Yael Duffy 2026-03-18Form 42026-03-190001104659-26-032141Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Kevin C. Phelan 2026-05-22Form 42026-05-270001104659-26-066962Insider equity transaction reported since the proxy statement. Filing ↗
16Section 02, Elena Poptodorova 2026-06-09Form 42026-06-100001104659-26-072450Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Adam Portnoy 2026-06-09Form 42026-06-100001104659-26-072452Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Joseph L. Morea 2026-06-09Form 42026-06-100001104659-26-072456Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Yael Duffy 2026-06-09Form 42026-06-100001104659-26-072451Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Kevin C. Phelan 2026-06-09Form 42026-06-100001104659-26-072457Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Lisa Harris Jones 2026-06-09Form 42026-06-100001104659-26-072454Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Bruce M. Gans 2026-06-09Form 42026-06-100001104659-26-072453Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Elena Poptodorova 2026-06-09Form 42026-06-100001104659-26-072450Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, June S. Youngs 2026-06-09Form 42026-06-100001104659-26-072458Insider equity transaction reported since the proxy statement. Filing ↗
25Section 06, 2026 voteForm 8-K2026-06-100001104659-26-072336Item 5.07 · say-on-pay result. As reported: 95.76% (votes for as printed: 27,102,794). Filing ↗
26Section 06, 2025 voteForm 8-K2025-05-300001104659-25-054887Item 5.07 · say-on-pay result. As reported: 95.32% (votes for as printed: 34,991,390). Filing ↗
27Section 06, 2024 voteForm 8-K2024-06-030001104659-24-067489Item 5.07 · say-on-pay result. As reported: 79.84% (votes for as printed: 33,152,078). Filing ↗
28Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
29Section 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
30Section 09b board cost (computed)ComputedcomputedCash 492,500 + equity 759,992 + all other 0 = 1,252,492, summed across the director compensation table rows.machine: formula: Σ = 1,252,492
31Industrial Logistics Properties Trust (subject), Section 10b CEO totalDEF 14A2026-03-180001104659-26-030928CEO total compensation as printed in Industrial Logistics Properties Trust's own proxy. As printed: 153,326. Filing ↗machine: t85 · r1 · c29 · span 802743–802750