Alan Gold
About Alan Gold
Alan Gold is IIPR’s co‑founder and Executive Chairman, serving in this role since the company’s formation in June 2016; he is 64 and holds a BS in Business Administration and an MBA from San Diego State University . Under his leadership, IIPR delivered 2024 revenue of $308.5 million, AFFO of $256.1 million, AFFO per diluted share of $8.98, portfolio occupancy of 96.6%, and declared $7.52 in dividends per share, while upsizing the revolving credit facility to $87.5 million . Cumulative TSR value for a $100 investment since 2020 stood at $118 in 2024 versus $123 for the MSCI U.S. REIT Index, with pay-versus-performance disclosures indicating alignment through variable pay and equity outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IQHQ, Inc. | Executive Chairman | Dec 2018–Dec 2024 | Led life science REIT strategy during growth phase; governance oversight |
| BioMed Realty Trust (NYSE: BMR) | Chairman, President & CEO | 2004–Jan 2016 | Built and exited to Blackstone, scaling life science REIT platform |
| Bernardo Property Advisors | Chairman, President & CEO | Aug 1998–Aug 2004 | Led predecessor platform prior to BMR formation |
| Alexandria Real Estate Equities (NYSE: ARE) | Co‑founder, President & Director | 1994–Aug 1998 | Co‑founded leading life science REIT and grew early operations |
| GoldStone Real Estate Finance & Investments | Managing Partner | 1989–1994 | Ran real estate and mortgage investment partnership |
| Northland Financial Company | Asst. VP, Commercial Real Estate | 1989–1990 | Commercial mortgage banking experience |
| John Burnham Company | Real Estate Investment Officer | 1985–1989 | Regional real estate investment roles |
External Roles
| Organization | Role | Years | Committees / Focus |
|---|---|---|---|
| CatchMark Timber Trust (NYSE: CTT) | Director | Dec 2013–Jun 2016 | Nominating & Compensation committees |
| American Assets Trust (NYSE: AAT) | Director | Aug 2011–Mar 2013 | Audit committee |
| Salk Institute for Biological Studies | Board of Trustees | N/A | Governance of a leading research institution |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,126,000 | 1,238,600 | 1,300,000 |
| Cash Bonus ($) | 2,133,501 | 2,346,851 | — |
| Non‑Equity Incentive ($) | — | — | 2,165,416 |
| Stock Awards ($) | 12,500,687 | 3,500,038 | 3,500,164 |
| All Other Comp ($) | 9,150 | 9,900 | 10,350 |
| Total ($) | 15,769,338 | 7,095,389 | 6,975,930 |
| Annual Incentive Design (2024) | Target (% of Base) | Actual Payout Mechanics |
|---|---|---|
| Executive Annual Incentive | 175% | Formulaic objectives (50% of plan) + Individual/Strategic goals (50%); overall payout 95% of target approved Feb 2025 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Max | Actual (2024) | Payout (% of Target) | Contribution to Total Payout |
|---|---|---|---|---|---|---|---|
| AFFO per diluted share | 12.5% | $8.35 | $8.79 | $9.23 | $8.98 | 122% | ~15% |
| New Investments ($mm) | 12.5% | 50 | 75 | 100 | 73.2 | 96% | ~12% |
| Line of Credit Capacity ($mm) | 12.5% | 30 | 45 | 60 | 87.5 | 150% | ~19% |
| Occupancy Percentage | 12.5% | 90% | 92% | 94% | 96.6% | 150% | ~19% |
| Individual/Strategic Goals | 50% | N/A | Subjective | N/A | Assessed below target | ~30% of this component | Drives overall 95% payout |
Notes:
- 2022 PSUs with TSR metrics failed to vest and were forfeited entirely at 12/31/2024, demonstrating downside alignment .
Equity Awards and Vesting
| Grant Year | Grant Date | Type | Shares/Units | Grant‑Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 | Jan 17, 2024 | RSUs | 38,124 | 3,500,164 (at $91.81 close) | 1/1/2025, 1/1/2026, 1/1/2027 (ratable) |
| 2023 | Jan 2023 | RSUs/Restricted Stock | N/A | 3,500,038 | Three equal annual installments |
| 2022 | 2022 | PSUs (TSR) + RSUs | N/A | 12,500,687 | PSUs forfeited; RSUs time‑based |
| Outstanding Unvested (12/31/2024) | Units | Market Value ($) | Release Dates |
|---|---|---|---|
| RSUs (Gold) | 64,574 | 4,303,211 (at $66.64) | 28,636 on 1/1/2025; 23,230 on 1/1/2026; 12,708 on 1/1/2027 |
| Stock Vested in 2024 | Units Vested | Value Realized ($) |
|---|---|---|
| Alan Gold | 20,132 | 2,029,708 |
Additional mechanics:
- RSUs receive dividends/dividend equivalents and vest over multi‑year periods; 2024 grants vest in three equal annual installments .
- No stock options were outstanding or exercised in 2024 .
- Gold elected to defer settlement of RSUs pursuant to the Nonqualified Deferred Compensation Plan (NQDC) .
Equity Ownership & Alignment
| Ownership Detail (as of Apr 14, 2025) | Shares/Units | Notes |
|---|---|---|
| Total Beneficial Ownership | 348,368; 1.2% of shares outstanding | Based on 28,011,229 shares outstanding + vested RSUs count |
| Directly Held | 213,308 | Common shares in own name |
| Spousal Lifetime Access Trust (SLAT) | 56,500 | For spouse and adult child |
| Vested RSUs in NQDC | 78,560 | Deferred settlement units |
| Unvested RSUs Excluded | 81,376 | Unvested as of proxy date |
| Pledging/Hedging | None known; no arrangements (incl. pledges) that could result in change of control |
Director and executive ownership guidelines:
- Non‑employee directors must hold stock valued at no less than 5× annual cash retainer; employee directors (Gold) do not receive director compensation; executive officer ownership guidelines not disclosed in the proxy .
Employment Terms
| Term | Provision |
|---|---|
| Agreements effective | Gold’s severance & change‑of‑control agreement effective Jan 18, 2017; expire Dec 31, 2025 with automatic 3‑year renewals unless notice given 90 days prior |
| Severance (no CoC; Qualifying Termination) | Cash = (base salary + average annual cash bonus past 3 years) × 3; plus 18 months of COBRA premiums; pro‑rata vesting of time‑based awards; PSUs pro‑rata based on achievement |
| Double‑trigger (within 2 years post CoC) | Same cash/benefits; immediate vesting of time‑based awards; PSUs vest at greater of actual or target |
| Qualifying Retirement | Unvested restricted stock/RSUs vest at retirement |
| Restrictive covenants | 1‑year non‑solicitation of employees/prospects; confidentiality; post‑termination consulting up to 20 hours/month for 6 months |
| Definitions | Cause/Good Reason/Change of Control/Qualifying Termination definitions per agreement |
| Termination Scenario (as of 12/31/2024) | Severance ($) | Medical ($) | Equity Acceleration ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination (no CoC) | 10,545,768 | 22,998 | 3,054,936 | — | 13,623,702 |
| Qualifying Termination (within 2 years post CoC) | 10,545,768 | 22,998 | 4,303,211 | — | 14,871,977 |
| Qualifying Retirement | — | — | 4,303,211 | — | 4,303,211 |
| Death/Disability | — | — | 4,303,211 | — | 4,303,211 |
Board Governance
- Role/Independence: Gold serves as Executive Chairman (employee director) alongside CEO Paul Smithers; three independent directors comprise the Board’s audit, compensation, and nominating/governance committees, all of which are fully independent .
- Leadership: Board separates Chair and CEO roles; vice chairman (independent) acts as liaison and presides executive sessions when Chair not present; Board annually reviews leadership structure and engages in risk oversight .
- Committee membership, chairs, meetings (2024):
- Audit: Stecher (Chair), Curran, Kreitzer; 4 meetings .
- Compensation: Kreitzer (Chair), Shoemaker, Stecher; 4 meetings .
- Nominating & Corporate Governance: Shoemaker (Chair), Kreitzer, Curran; 2 meetings .
- Director Compensation: Non‑employee directors receive $75,000 cash retainer (vice chair $150,000), plus ~$160,079 in equity (vice chair $200,099) and modest chair fees; employee directors (Gold) receive no additional pay for director service .
Board service history and dual‑role implications:
- Gold has served on IIPR’s Board since formation in June 2016 and is Executive Chairman, implying non‑independence; committees remain fully independent, with vice chair providing lead‑independent functionality and executive session leadership, which mitigates—but does not eliminate—potential concentration of influence in the dual role .
Compensation Committee Analysis
- Composition/Chair: Independent directors Kreitzer (Chair), Shoemaker, Stecher .
- Consultant: FW Cook advised on tying cash incentives to pre‑set objectives beginning in 2024 .
- Peer group: Committee does not benchmark to a peer group given IIPR’s unique regulated cannabis REIT focus, opting for risk‑adjusted target opportunities .
- Say‑on‑pay feedback: Average >93% support during 2020–2023; support fell to 73% in 2024, prompting shift from 100% discretionary annual incentives to 50% formulaic objectives and 50% qualitative components in 2024 and ongoing consideration of more performance‑based long‑term incentives .
Investment Implications
- Alignment and payout discipline: High variable pay and equity mix; 2022 PSUs fully forfeited on TSR underperformance, evidencing real downside alignment; 2024 annual incentives paid at 95% of target amid headwinds and tenant defaults .
- Retention and potential selling pressure: Meaningful unvested RSUs scheduled to release each January 1 (2025–2027) may create calendar‑linked supply; RSU settlement deferral in the NQDC plan can moderate near‑term selling; robust severance (3× salary+bonus) with double‑trigger CoC vesting supports retention .
- Governance risk mitigation: Executive chair structure balanced by fully independent committees and an empowered vice chair; continued investor focus warranted given 2024 say‑on‑pay slippage and industry cyclicality .
- Operational drivers to monitor: AFFO/share targets and occupancy remain core incentive levers; watch credit facility capacity and new investment cadence, which directly influence annual incentive payouts and near‑term cash compensation .