Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Form of Restricted Stock Unit Award Agreement





On January 3, 2020, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Innovative Industrial Properties, Inc. (the
"Company") adopted a form of Restricted Stock Unit Award Agreement (the "RSU
Agreement") under the Company's 2016 Omnibus Incentive Plan (the "Incentive
Plan").



The RSU Agreement provides for the grant of restricted stock unit awards
("RSUs") consisting of the right to receive, upon the vesting date of such RSUs,
one share of common stock of the Company for each vested RSU. RSUs generally
will vest in equal annual installments over the period specified for each award
by the Board or a committee of the Board for the Company's named executive
officers, and one year from the date of grant for the Company's non-employee
Board members. The vesting of the RSUs is further subject to the executive
officer's or Board member's continued employment or service through the vesting
date.



A copy of the RSU Agreement is filed as Exhibit 10.1 and is incorporated herein
by reference. The foregoing description of the RSU Agreement is qualified in its
entirety by reference to the full text of the RSU Agreement.

Executive Compensation Decisions

On January 3, 2020, the Committee adjusted the annual base salaries of the Company's executive officers for 2020, determined the executive officers' year-end 2019 cash bonuses and granted executive officers awards of restricted shares of common stock and RSUs. These salaries, bonuses and grants of restricted stock and RSUs are summarized in the following table:





                                                         2019 Year-                       Restricted
                                         2020 Base        End Cash           RSU            Stock
Name and Position                        Salary(1)         Bonus          Awards(2)       Awards(3)
Alan Gold
Executive Chairman                      $   682,500     $    650,000          15,978                -

Paul Smithers

President and Chief Executive Officer       420,000          200,000          10,653                -

Catherine Hastings
Chief Financial Officer, Chief
Accounting Officer and Treasurer            246,750          117,500           7,323                -

Brian Wolfe
Vice President, General Counsel and
Secretary                                   241,500          115,000               -            6,657




______________

(1) Adjustments to the executive officers' base salaries are effective as of

January 1, 2020.

(2) The RSUs vest ratably on each of January 1, 2021, January 1, 2022 and January

1, 2023 for each of Messrs. Gold and Smithers and Ms. Hastings, provided that

he or she continues to be an employee of the Company or a non-employee member

of the Board on each such date. The RSUs were issued to each of Messrs. Gold

and Smithers and Ms. Hastings pursuant to an RSU Agreement under the

Company's Incentive Plan.

(3) The restricted stock award vests ratably on each of January 1, 2021, January

1, 2022 and January 1, 2023 for Mr. Wolfe, provided that he continues to be

an employee of the Company or a non-employee member of the Board on each such

date. The restricted stock award was issued to Mr. Wolfe pursuant to a

Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (the


    "Restricted Stock Award Agreement") under the Company's Incentive Plan.





A copy of the Restricted Stock Award Agreement is filed as Exhibit 10.2 and is
incorporated herein by reference. The foregoing description of the Restricted
Stock Award Agreement is qualified in its entirety by reference to the full text
of the Restricted Stock Award Agreement.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.




  Exhibit                       Description of Exhibit

  10.1          Form of Restricted Stock Unit Award Agreement.
  10.2(1)       Form of Restricted Stock Award Agreement for Officers.




______________

(1) Incorporated by reference to Exhibit 10.2 to Innovative Industrial

Properties, Inc.'s Registration Statement on Form S-8 (File No. 333-214919),

filed with the Securities and Exchange Commission on December 6, 2016.

© Edgar Online, source Glimpses