Innovative Industrial Properties (IIPR) Proxy filing summary

Executive summary

• 2025 saw disciplined execution, prudent capital stewardship, and strategic positioning for long-term stockholder value, with $266 million in total revenues and $205 million in AFFO, and nearly $200 million in cash flows from operations.

• Over $1.1 billion has been returned to stockholders via dividends since inception, with a 39% CAGR in dividends per share from 2017 to 2025.

• The company maintains a conservative capital structure, with a debt service coverage ratio over 10x and net debt to adjusted EBITDA of 1.4x, and over $2 billion in unencumbered real estate.

• Strategic capital deployment included $275 million in real estate and life science investments, notably in IQHQ, enhancing diversification and resilience.

• Liquidity was strengthened by raising $100 million under a new revolving credit facility and issuing $24 million of preferred stock.

• Tenant base repositioning led to 339,000 square feet of new leasing activity, improving cash flow quality.

Voting matters and shareholder proposals

• Stockholders will vote on: election of five directors, ratification of BDO USA, P.C. as auditor, approval of the 2026 Omnibus Incentive Plan, advisory vote on executive compensation, and advisory vote on frequency of executive compensation votes.

• Board recommends voting FOR all proposals and for annual (one-year) say-on-pay frequency.

Board of directors and corporate governance

• Board consists of five members, majority independent, with all committees composed of independent directors.

• Directors are subject to annual election, minimum stock ownership requirements, and a formal clawback policy.

• Board conducts annual self-evaluations and succession planning, and encourages diversity in future nominations.

• No stockholder rights plan is in effect; bylaws allow stockholder amendments.