Exhibit 10.1


 


Director Compensation Policy


 


Members of the board of directors (the “Board”)
of Innovative Industrial Properties, Inc. (the “Company”) who are not employees of the Company or any of
its subsidiaries (each a “Non-Employee Director”) shall be eligible to receive cash and equity compensation
as set forth in this Director Compensation Policy. The cash compensation and restricted stock grants described in this Director
Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the Board or its Compensation
Committee, to each Non-Employee Director who may be eligible to receive such cash compensation or restricted stock unless such
Non-Employee Director declines the receipt of such cash compensation or restricted stock by notice to the Company. This Director
Compensation Policy shall be effective retroactive to January 1, 2021 and shall remain in effect until it is revised or rescinded
by further action of the Board or its Compensation Committee.


 


		1.	Cash Compensation and Reimbursement of Expenses.



 


(a)            Annual
Fee. Each Non-Employee Director, other than the Vice Chairman, shall be eligible to receive an annual fee of $75,000 for service
on the Board. The Vice Chairman shall be eligible to receive an annual fee of $150,000 for service on the Board. The Non-Employee
Director who regularly chairs the Audit Committee of the Board shall be eligible to receive an additional annual fee of $10,000,
and each Non-Employee Director who regularly chairs any other committee of the Board shall be eligible to receive an additional
annual fee of $5,000 for each committee chaired. The fees shall be payable in equal quarterly installments in arrears on or about
January 15, April 15, July 15 and October 15 of each year.


 


(b)            Reimbursement
of Expenses. Non-Employee Directors shall be eligible for reimbursement for reasonable expenses incurred to attend Board and
committee meetings.


 


		2.	Equity Compensation.



 


(a)            A
person who is initially elected to the Board who is a Non-Employee Director at the time of such initial election automatically
shall be granted such number of shares of Stock of the Company pursuant to the Company’s 2016 Omnibus Incentive Plan (the
 “Plan”) on the date of such initial election as is determined by dividing $160,000 by the Fair Market Value
per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan). If a person is initially
elected to the Board as a Non-Employee Director on the date of an annual meeting of the Company's stockholders, such Non-Employee
Director shall only receive an award of Stock pursuant to paragraph (b) below on the date of such annual meeting of the Company's
stockholders and shall not also receive an award pursuant to this paragraph (a).


 


(b)            Each
Non-Employee Director, other than the Vice Chairman, shall be granted such number of shares of Stock on the date of each annual
meeting of the Company's stockholders (including the annual meeting at which the Non-Employee Director is initially elected to
the Board as a Non-Employee Director), as is determined by dividing $160,000 by the Fair Market Value per share of the Company's
Stock on the date of such grant (subject to adjustment as provided in the Plan). The Vice Chairman shall be granted such number
of shares of Stock on the date of each annual meeting of the Company's stockholders as is determined by dividing $200,000 by the
Fair Market Value per share of the Company's Stock on the date of such grant (subject to adjustment as provided in the Plan).


 






     


     


    

 


(c)            The
purchase price per share of any awards of Stock granted hereunder shall be the par value per share of the Stock. Unless otherwise
determined by the Administrator, in the event of a Non-Employee Director's termination of service as a Director for any reason,
shares of Stock granted hereunder that are at that time subject to restrictions shall be forfeited. Such forfeiture restriction
shall lapse on the first anniversary of


 


(d)            the
date of issuance of such Stock with respect to all of the shares of Stock granted, subject to a Non-Employee Director's continued
service as a Director on such date.


 


(e)            Capitalized
terms not defined herein have the meanings ascribed to them in the Plan.