Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-21

Industrial Logistics Properties Trust (ILPT)

CEO Yael Duffy was paid $153,326 in fiscal year 2025, ↑ up 152.1% from fiscal year 2024, the 50th percentile of its disclosed peer group (SEC filing 0001104659-26-030928 ↗): 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

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ILPT's next annual pay disclosure, estimated March 17, 2027.est. Filing ↗

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 Sy——79,9990001,53781,536
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 FY2024→2025
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.

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$153,326 Yael Duffy total, FY2025

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Data as of September 21, 2026 · Source: 0001104659-26-030928 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Tiffany SyCFO$81,536
Yael DuffyCEO$153,326
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Adam PortnoyDirector$94,999
Bruce M. GansIndependent Director$197,499
Joseph L. MoreaIndependent Director$199,999
June S. YoungsIndependent Director$179,999
Kevin C. PhelanIndependent Director$194,999
Lisa Harris JonesIndependent Director$194,999
Matthew P. JordanFormer director (through FY2025)$94,999
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 DuffyDirector2026-03-18A15,625——CommonForm 4 ↗
Kevin C. PhelanDirector2026-05-22A2,000917,736Common, indirectForm 4 ↗
Elena PoptodorovaDirector2026-06-09D1,878916,508CommonForm 4 ↗
Elena PoptodorovaDirector2026-06-09A12,514——CommonForm 4 ↗
Yael DuffyDirector2026-06-09A12,514——CommonForm 4 ↗
Adam PortnoyDirector2026-06-09A12,514——CommonForm 4 ↗
Bruce M. GansDirector2026-06-09A12,514——CommonForm 4 ↗
Lisa Harris JonesDirector2026-06-09A12,514——CommonForm 4 ↗
Joseph L. MoreaDirector2026-06-09A12,514——CommonForm 4 ↗
Kevin C. PhelanDirector2026-06-09A12,514——CommonForm 4 ↗
June S. YoungsDirector2026-06-09A12,514——CommonForm 4 ↗
Adam PortnoyDirector2026-09-10A39,164——CommonForm 4 ↗
Yael DuffyDirector2026-09-10A39,164——CommonForm 4 ↗
Yael DuffyDirector2026-09-17D16,2758126,131CommonForm 4 ↗
Tiffany SyCFO and Treasurer2026-09-17D1,791813,880CommonForm 4 ↗
Adam PortnoyDirector2026-09-17D10,046877,857CommonForm 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 SyRSU2025-09-09——13,008—$79,999
Yael DuffyRSU2025-09-09——24,390—149,999
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 SyRSU10,406—57,649
Yael DuffyRSU7,437—41,201
Yael DuffyRSU6,000—33,240
Tiffany SyRSU6,198—34,337
Yael DuffyRSU19,512—108,096
Tiffany SyRSU600—3,324
Tiffany SyRSU150—831
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 · Audit · Compensation · Partial-year service102,50094,999000197,499
Lisa Harris JonesIndependent · Audit · Nominating and Governance (Chair)100,00094,999000194,999
Kevin C. PhelanIndependent · Compensation (Chair) · Nominating and Governance100,00094,999000194,999
June S. YoungsIndependent · Audit · Compensation85,00094,999000179,999
Adam PortnoyNot independent094,99900094,999
Matthew P. JordanNot independent · Departed during FY094,99900094,999
Yael DuffyEmployee director · Partial-year service · Newly elected000—0—
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)$664,993
All other compensation$0
Total cost of the board$1,157,493

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.

10d

Frequently asked questions

Who was the highest-paid executive at Industrial Logistics Properties Trust in fiscal 2025?
As disclosed, 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?
As disclosed, Yael Duffy's total compensation ranked at the 50th percentile of Industrial Logistics Properties Trust's disclosed peer group.
How did shareholders vote on Industrial Logistics Properties Trust's executive compensation?
As disclosed, 95.76% of shareholders supported Industrial Logistics Properties Trust's executive compensation in the latest say-on-pay vote.
How much does Industrial Logistics Properties Trust spend in total on board compensation for fiscal 2025?
As disclosed, Industrial Logistics Properties Trust reported total board compensation of $1,157,493 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, Lisa Harris JonesDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 194,999. Filing ↗machine: t68 · r3 · c23 · span 641898–641905
9Section 08, Kevin C. PhelanDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 194,999. Filing ↗machine: t68 · r7 · c23 · span 653068–653075
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, Adam PortnoyDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 94,999. Filing ↗machine: t68 · r6 · c11 · span 649104–649110
12Section 08, Matthew P. JordanDEF 14A2026-03-180001104659-26-030928Section “Director Compensation”. As printed: 94,999. Filing ↗machine: t68 · r4 · c11 · span 643523–643529
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, Elena Poptodorova 2026-06-09Form 42026-06-100001104659-26-072450Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Yael Duffy 2026-06-09Form 42026-06-100001104659-26-072451Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Adam Portnoy 2026-06-09Form 42026-06-100001104659-26-072452Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Bruce M. Gans 2026-06-09Form 42026-06-100001104659-26-072453Insider 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, Joseph L. Morea 2026-06-09Form 42026-06-100001104659-26-072456Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Kevin C. Phelan 2026-06-09Form 42026-06-100001104659-26-072457Insider 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 02, Adam Portnoy 2026-09-10Form 42026-09-140001104659-26-107573Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Yael Duffy 2026-09-10Form 42026-09-140001104659-26-107570Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, Yael Duffy 2026-09-17Form 42026-09-210001104659-26-109347Insider equity transaction reported since the proxy statement. Filing ↗
28Section 02, Tiffany Sy 2026-09-17Form 42026-09-210001104659-26-109350Insider equity transaction reported since the proxy statement. Filing ↗
29Section 02, Adam Portnoy 2026-09-17Form 42026-09-210001104659-26-109349Insider equity transaction reported since the proxy statement. Filing ↗
30Section 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 ↗
31Section 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 ↗
32Section 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 ↗
33Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
34Section 03b vehicle mix (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
35Section 09b board cost (computed)Computed——Cash 492,500 + equity 664,993 + all other 0 = 1,157,493, summed across the director compensation table rows.machine: formula: Σ = 1,157,493
36Industrial 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

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