Scott Shoemaker
About Scott Shoemaker
Scott Shoemaker, MD is an independent director of Innovative Industrial Properties (IIPR) and a practicing orthopedic surgeon specializing in pediatrics and trauma at Kaiser Permanente since 1999, bringing clinical and product development experience to the board . He is an inventor listed on a NuVasive spine deformity system patent for which he receives royalties, founder of BOSS Logic, LLC (mobile IP/biotech concepts), and a part owner/developer of Aztek Paddles (carbon fiber products) . As of the 2025 proxy, he is 58 and has served on IIPR’s board since November 2016, with the board determining he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser Permanente | Orthopedic surgeon (pediatrics & trauma) | Since 1999 | Ongoing clinical role; domain expertise relevant to healthcare-related facility standards . |
| NuVasive, Inc. (via patent) | Inventor on spine deformity system (royalties) | Not disclosed | Product development insight; royalty recipient . |
| BOSS Logic, LLC | Founder (IP/biotech idea generation) | Not disclosed | Holds multiple patents related to mobile contact sharing . |
| Aztek Paddles | Part owner/developer (carbon fiber paddles) | Not disclosed | Design, patent drafting, product testing experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No public company directorships disclosed | — | — |
Board Governance
- Independence: The board has determined Dr. Shoemaker is independent; all committee members (Audit, Compensation, Nominating & Corporate Governance) are independent under NYSE standards .
- Committee assignments (as of April 29, 2025): Chair, Nominating & Corporate Governance; Member, Compensation Committee; not on Audit .
- Committee meetings in 2024: Audit (4), Compensation (4), Nominating & Corporate Governance (2) .
- Attendance: All directors attended 100% of board and committee meetings in 2024 (six board meetings); in 2023, directors attended at least 94% across eight board meetings .
- Compensation Committee interlocks: None during 2024; committee comprised solely of independent, non-employee directors .
- Independent director executive sessions are held regularly; a presiding independent director leads these sessions .
| Governance Detail | Status |
|---|---|
| Independence | Independent director (NYSE standards) |
| Committees | Chair: Nominating & Corporate Governance; Member: Compensation |
| Audit Committee | Not a member |
| 2024 Attendance | 100% of board and committee meetings (six board meetings) |
| 2023 Attendance | ≥94% across eight board meetings (board-wide) |
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fee | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $75,000 | $5,000 (NCG Chair) | $80,000 | He elected to defer $20,000 cash via the NQDC Plan . |
| 2023 | $75,000 | $5,000 (NCG Chair) | $80,000 | He elected to defer $40,000 cash via the NQDC Plan . |
| Year | Equity Grant Type | Shares/Units | Grant Date Fair Value | Vesting/Deferral |
|---|---|---|---|---|
| 2024 | RSUs | 1,416 | $160,079 | Vests in full May 15, 2025; settlement deferred via NQDC election . |
| 2023 | RSUs | 2,247 | $160,054 | Vested in full June 7, 2024; settlement deferred via NQDC election . |
- Director pay policy: Non‑employee directors receive a $75,000 cash retainer and ~$160,000 in RSUs or restricted stock (one-year vest); committee chairs receive an additional $5,000 (Audit chair $10,000) .
- Anti‑hedging/pledging: Company prohibits hedging and pledging of company securities by directors/officers/employees .
- Director stock ownership guideline: Minimum stock ownership equal to 5x the annual cash retainer; directors may defer settlement of RSUs and cash under the NQDC Plan .
Performance Compensation
- Structure: IIPR’s director equity is time‑based (restricted stock/RSUs), vesting after one year; there are no director performance-vesting awards or explicit performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company board service disclosed . |
Expertise & Qualifications
- Board skills matrix flags Dr. Shoemaker for Strategic Planning & Leadership, Financial Literacy, Corporate Governance, Risk Oversight, and Medicine; he is not designated the audit committee financial expert (that role is assigned elsewhere) .
- Professional background includes clinical orthopedic practice, product invention/royalty experience with NuVasive, and entrepreneurial roles that may inform operational and governance perspectives .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Direct Shares | RSUs in NQDC | Notable Vesting Detail |
|---|---|---|---|---|---|
| Scott Shoemaker, MD | 8,406 | <1% | 1,700 | 6,706 | 1,416 RSUs scheduled to be released from forfeiture on May 15, 2025 (held in NQDC) . |
- Section 16 compliance: Company reports directors and officers timely filed required ownership reports for 2024 .
- Anti‑pledging: Corporate policy prohibits pledging of company securities; no pledges disclosed for Dr. Shoemaker .
Governance Assessment
-
Strengths
- Independent director with 100% attendance and active leadership as Chair of Nominating & Corporate Governance; member of Compensation Committee—signals engagement and board process oversight .
- Compensation structure emphasizes equity (time‑based RSUs) and meaningful ownership guidelines (5x cash retainer), with anti‑hedging/anti‑pledging and clawback policies—supports alignment with shareholders .
- No related‑party transactions involving Dr. Shoemaker disclosed; no compensation committee interlocks—reduces conflict risk .
-
Areas to monitor
- Background is clinical/entrepreneurial rather than REIT accounting/finance, though he is marked financially literate and does not serve on Audit; continued balance of financial expertise across committees remains important .
- Director compensation uses time‑based equity without performance vesting; while common for directors, it provides less explicit performance linkage versus PSU structures used for executives .
Related-Party Transactions (Conflict Check)
- The proxy discloses reimbursements for company-related use of an aircraft owned by the Executive Chairman (Alan Gold), reviewed/approved by the Audit Committee; no related‑party transactions are disclosed for Dr. Shoemaker .
Director Compensation (Detail Recap)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $80,000 | $160,079 | $240,079 . |
| 2023 | $80,000 | $160,054 | $240,054 . |
Notes: 2024 cash includes $5,000 chair retainer; 2024 RSUs: 1,416 units vesting May 15, 2025; 2023 RSUs: 2,247 units vested June 7, 2024; in both years, Dr. Shoemaker elected to defer settlement of RSUs under the NQDC Plan .
Say-on-Pay & Shareholder Feedback (Context)
- Board-wide: IIPR reports robust stockholder outreach and changes to executive annual incentives; not directly about director pay structures, but indicates responsiveness to governance feedback .
Committee Composition (Context)
- 2025 transition: With retirements of two directors at the 2025 meeting, David Boyle is expected to chair the Audit Committee; Dr. Shoemaker remains Nominating & Corporate Governance Chair and on Compensation .
Policies & Controls
- Clawback: Formal clawback policy in place per NYSE listing standards and SEC rules .
- Insider Trading: Directors subject to insider trading policy .
- Executive sessions: Regular sessions of independent directors .
Overall, Dr. Shoemaker exhibits strong attendance, independence, and committee leadership, with no disclosed conflicts; compensation mix (cash plus time‑based equity) and ownership policies support alignment, while the absence of director performance‑vesting awards is typical but provides less explicit performance linkage at the board level .