David Boyle
About David Boyle
David Boyle (age 61) is a director nominee at Innovative Industrial Properties (IIPR). He is currently Vice President of Finance for Industrial Solutions at 3D Systems (NYSE: DDD), and previously held senior finance roles at HP Inc., with early-career investment banking experience at Robertson Stephens and EF Hutton. He holds a BA in Economics from Stanford University and an MBA from Dartmouth College (Tuck), and is identified by IIPR as an Audit Committee Financial Expert, with strong financial literacy and capital markets expertise . The Board has determined that all nominees other than Messrs. Gold and Smithers are independent under NYSE and IIPR standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3D Systems (NYSE: DDD) | VP Finance – Industrial Solutions; previously VP Finance (Plastics, Metals & Services); Finance Director | VP Finance Industrial Solutions since Sep 2021; VP Finance Dec 2018–Sep 2021; Finance Director Sep 2016–Dec 2018 | Finance leadership across business units; oversight of FP&A and disclosures |
| HP Inc. | Finance Director, Imaging & Printing Group – Americas; prior WW FP&A Director and other finance roles | 1991–2016; Americas Finance Director 2010–2016 | Finance support for Sales, Product Development, Manufacturing; FP&A leadership |
| Robertson Stephens; EF Hutton | Investment Banking | Early career (dates not specified) | Capital markets and transactional experience |
External Roles
| Organization | Role | Tenure | Board/Committee Roles |
|---|---|---|---|
| 3D Systems (NYSE: DDD) | VP Finance – Industrial Solutions | Sep 2021–present | Not disclosed as a director; no board committees disclosed |
| HP Inc. | Various Finance leadership roles | 1991–2016 | Not disclosed as a director |
No other public company directorships or board interlocks are disclosed for Boyle in IIPR’s proxy .
Board Governance
- Committee assignments: If elected, Boyle is expected to chair the Audit Committee and serve on the Compensation and Nominating & Corporate Governance Committees .
- Independence: The Board determined all committee members are independent; among nominees, all except Gold and Smithers are independent under NYSE and IIPR standards .
- Attendance and engagement: In 2024, the Board held 6 meetings; all directors attended 100% of Board and applicable committee meetings. Regular executive sessions of independent directors are held .
- Committee activity levels (2024): Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (2) .
- Governance practices: Anti-hedging/anti-pledging policies, formal clawback, independent vice chairman, no tax gross-ups, annual director elections, and 100% director attendance in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 | 2024 rate |
| Audit Committee chair fee | $10,000 | 2024 rate |
| Other committee chair fee | $5,000 | 2024 rate |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
As Audit Chair, Boyle would receive the $10,000 chair retainer in addition to the $75,000 cash retainer, per 2024 policy .
Performance Compensation
| Equity Element | Amount/Structure | Vesting | Notes |
|---|---|---|---|
| Annual equity retainer | ~$160,079 grant-date fair value (2024) | Vests 1 year from grant | Granted in restricted stock or RSUs under the 2016 Omnibus Incentive Plan |
| Initial equity grant for new directors | $160,000 (restricted stock or RSUs) | Vests in 1 year | Granted on initial election/appointment; if elected at the annual meeting date, directors receive only the annual retainer equity (no separate initial grant) |
| Deferrals | RSU settlement and director cash fees can be deferred | Per NQDC Plan terms | Directors may defer equity settlement and cash fees; no company match in 2024 |
Performance metrics: Director equity is time-based; no director-specific performance metrics (e.g., TSR hurdles) are disclosed—performance metrics apply to executive incentives, not director compensation .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No other public company board service or disclosed interlocks for Boyle in IIPR’s proxy |
Compensation committee interlocks: None among members during fiscal 2024; committee comprised solely of independent directors .
Expertise & Qualifications
- Audit Committee Financial Expert; strong financial literacy and capital markets expertise .
- Strategic planning/leadership, corporate governance, risk oversight, human capital management competencies highlighted by the Board .
- Education: BA Economics (Stanford), MBA (Dartmouth Tuck) .
Equity Ownership
| Policy/Item | Detail |
|---|---|
| Director stock ownership guideline | Hold stock valued at ≥5× annual cash retainer (i.e., ≥$375,000 based on $75,000 retainer) |
| Anti-hedging/anti-pledging | Prohibits hedging, short sales, derivatives; pledging and margin accounts prohibited |
| Deferred compensation | NQDC Plan allows deferral of director fees and RSU settlement; no company match in 2024 |
Compliance status and beneficial ownership amounts for Boyle are not disclosed in the proxy; as a nominee, holdings may not yet be reported .
Governance Assessment
- Strengths for board effectiveness: Expected Audit Chair with designated “financial expert” credentials; independence; robust governance policies (clawback, anti-hedging/pledging); regular executive sessions; 100% director attendance in 2024; independent vice chairman structure .
- Compensation alignment signals: Director pay is balanced between fixed cash and one-year vesting equity; director ownership guideline enforces skin-in-the-game; no director tax gross-ups .
- Shareholder engagement and responsiveness: Extensive outreach in 2024; say‑on‑pay support fell to 73%, prompting the shift of executive annual incentives to 50% formulaic metrics (AFFO/share, new investments, line-of-credit capacity, occupancy) and 50% individual performance—indicative of board openness to investor feedback .
- Potential conflicts/related-party exposure: Boyle’s biography and the proxy disclose no related-party ties with IIPR; Audit Committee oversees related‑party transactions via formal policy .
- RED FLAGS: None disclosed specific to Boyle. Company-wide policies explicitly prohibit hedging/pledging and tax gross‑ups, and a formal clawback is in place—mitigating common governance risks . Directors exhibited 100% attendance in 2024, supporting board engagement .