GRIF Griffin Industrial Realty Inc

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

SCHEDULE 14A

​

Rule 14a-101

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

​

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

​

​

Payment of Filing Fee (Check all boxes that apply):

​

​

​

​

​

Table of Contents

INDUS REALTY TRUST, INC.

​

Table of Contents

TABLE OF CONTENTS

​

​

Forward-Looking Statements:

This proxy statement includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements include INDUS’ beliefs and expectations regarding future events or conditions including, without limitation, statements regarding the Company’s ESG strategy and commitments, director search strategy and compensation strategy. Although INDUS believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The information disclosed herein is based on assumptions and estimates that, while considered reasonable by INDUS as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of INDUS and which could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements. Other important factors that could affect the outcome of the events set forth in these statements are described in INDUS’ Securities and Exchange Commission (“SEC”) filings, including the “Business,” “Risk Factors” and “Forward-Looking Statements” sections in INDUS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 11, 2022 as may be updated in other filings with the SEC. INDUS disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this proxy statement except as required by law.

​

Table of Contents

INDUS REALTY TRUST, INC.

641 LEXINGTON AVENUE, 26^TH FLOOR

NEW YORK, NEW YORK 10022

Table of Contents

Our Executive Compensation Program seeks to balance both long and short term compensation components, measured against both absolute and relative performance standards as described below:

​

​

​

​

Table of Contents

​

ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY
AND GOVERNANCE (“ESG”) HIGHLIGHTS

At INDUS, we are committed to building a sustainable future. We realize the impact we have on the communities we serve, and we are actively working to implement thoughtful, sustainable practices that span the realms of environmental stewardship, social responsibility, and good corporate governance. We also recognize that an ESG-focused strategy is not just good for our communities and our stakeholders, but it's also good for our business.

ESG Oversight

We have an Internal ESG Committee consisting of representatives from the following areas of the business: Construction & Development, Acquisitions, Property Management, Leasing, Finance, Investor Relations & Capital Markets, and Human Resources and Legal. Our Internal ESG Committee meets monthly and is directly responsible for (a) identifying, implementing and monitoring sustainable initiatives across our portfolio, (b) finding opportunities for both tenant and employee engagement and wellness, and (c) reviewing and recommending better governance practices, policies and programs to be implemented at INDUS.

In 2021, we also expanded our existing charters for our Nominating and Corporate Governance Committee and our Compensation and Human Capital Committee to oversee a broader spectrum of social and governance related policies and metrics. Also in 2021, we created a Sustainability Committee of the Board to further promote and oversee our environmental efforts.

ESG Milestones & Accomplishments

During the last year, we made significant progress related to our ESG efforts, including:

Table of Contents

Our employees have an average tenure of 11 years with INDUS due in part to the success of our employee- based initiatives.

The foregoing webpages or reports are not incorporated or deemed to be incorporated by reference in, or otherwise as part of, this proxy statement. While certain matters discussed in this section and in the ESG section of our website may be significant, any significance should not be read as necessarily rising to the level of materiality used for the purposes of our compliance with or reporting pursuant to the U.S. federal securities laws and regulations.

Table of Contents

Corporate Governance Highlights

Thoughtful corporate governance and stakeholder engagement provides the foundation for INDUS’ success by building positive and long-term relationships with our constituents, including investors, partners, tenants, employees, and our local communities. As such, our directors stand for election every year, and each of the returning members of our board of directors standing for re-election at the Annual Meeting was elected by at least 98% of the votes cast at our 2021 Annual Meeting. Our directors and employees comply with a comprehensive Code of Business Conduct and Ethics (the “Code”) that encourages honesty, accountability, integrity and mutual respect. The Code also offers safe communication channels for handling ethical issues and concerns. We encourage you to visit the corporate governance section of our website at www.indusrt.com under the “Investors” tab to view or to obtain copies of our committee charters and our Code of Business Conduct and Ethics.

We have highlighted below some of the strengths of our current corporate governance policies and practices:

​

​

Table of Contents

Table of Contents

specified therein by the person giving the proxy; if no specification is made, the shares represented by such proxy will be voted:

​

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the selection of RSM US LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the approval of the compensation of our named executive officers.

Management knows of no matters that may be brought before the Annual Meeting or any postponement, continuation or adjournment thereof other than those described in the accompanying notice of meeting and routine matters incidental to the conduct of the meeting. However, if any other matter should come before the meeting or any

Table of Contents

postponement, continuation or adjournment thereof, it is the intention of the persons named in the accompanying proxy card or their substitutes to vote the proxy in accordance with their discretion on such matters.

This solicitation is being made on behalf of the Board. The cost of solicitation of proxies by the Board will be borne by INDUS. Such solicitation will be made by mail and, in addition, may be made by officers and employees of INDUS personally or by telephone, facsimile or electronic mail. Proxies and proxy material will also be distributed through brokers, custodians and other similar parties, and INDUS will reimburse such parties for their reasonable expenses. The solicitation and recording of proxies is being done by Broadridge Financial Solutions, Inc., and will cost approximately $20,000.

We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 2023 Annual Meeting. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Each holder of a share of common stock of INDUS, par value $0.01 per share (the “Common Stock”), will be entitled to one vote for each share held of record by such person at the close of business on April 18, 2022 (the “Record Date”), which is the Record Date fixed by the Board for the determination of stockholders entitled to notice of, and to vote online at, the Annual Meeting or any postponement, continuation or adjournment thereof. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet. As of such date, INDUS had 10,186,143 shares of Common Stock outstanding.

WHAT CONSTITUTES A QUORUM FOR THE ANNUAL MEETING?

Holders of a majority of our outstanding shares of Common Stock entitled to vote must be present, in person or by means of remote communication, or by proxy, at the Annual Meeting for a quorum to exist. A broker non-vote or an abstention from voting, as applicable, will count for the purposes of determining a quorum. A total of 2,326,298 shares of Common Stock, representing approximately 23% of the outstanding shares of Common Stock, are held by members of the Cullman and Ernst Group (see “Security Ownership of Certain Beneficial Owners and Management and Principal Holders” for more information).

WHY HOLD A VIRTUAL MEETING?

Based upon the success of a virtual format for the 2020 and 2021 Annual Meetings of Stockholders, we believe that hosting a virtual meeting again this year is in the best interest of the Company and its stockholders. A virtual meeting also enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/INDT2022. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above.

WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/INDT2022.

WILL THERE BE A QUESTION AND ANSWER SESSION DURING THE ANNUAL MEETING?

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by stockholders during or prior to the meeting that are pertinent to the Company and the meeting matters. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting.

​

Table of Contents

Table of Contents

PROPOSAL I. ELECTION OF DIRECTORS

At the Annual Meeting, nine directors (which will comprise the entire Board) are to be elected. The Board nominated the individuals listed below for election as directors to serve until the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each director nominee will be elected if a majority of the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with abstentions not counted as a vote cast either or against that nominee’s election). If any nominee named below becomes unable to serve or for good cause will not serve, the proxy holders listed on INDUS’ proxy card will vote for such substitute nominee or nominees as may be designated by the Board, or the Board may elect to reduce the size of the Board. The nine nominees who were approved by the Board for inclusion on the proxy card are all current directors of INDUS. Michael J. Simanovsky was designated to serve on, and nominated for re-election to, our Board in conjunction with CM Change Industrial LP’s investment in the Company pursuant to a Securities Purchase Agreement, dated August 24, 2020. CM Change Industrial LP is an entity affiliated with Conversant Capital LLC, where Mr. Simanovsky serves as Managing Partner and Chief Investment Officer.

​

Under the Board’s Director Resignation Policy (the “Resignation Policy”), a director nominee who does not receive the required majority vote for election or re-election (a “Subject Director”) must promptly tender his or her resignation to the Board that will become effective upon acceptance of such resignation by the Board. The Nominating Committee or, if one or more of the members of the Nominating Committee is a Subject Director or if the Board determines that a committee other than the Nominating Committee should recommend whether to accept the Subject Director’s resignation, a committee consisting solely of independent directors who are not Subject Directors, will then make a recommendation to the Board as to whether the Board should accept or reject the Subject Director's resignation.  In accordance with the terms of the Resignation Policy, the Board will decide whether to accept or reject the tendered resignation or take other action regarding such resignation within 90 days from the date of the certification of the election results. The Company will promptly disclose the Board’s decision in a Current Report on Form 8-K.

Board Diversity; Selection and Evaluation of Director Candidates

The Nominating and Corporate Governance Committee, among other responsibilities described in “INDUS Board Committees” below, annually evaluates the effectiveness of the Board and each director performs a self-assessment. As part of this evaluation, each director fills out an assessment of the entire Board, the results of which are reviewed by the Nominating and Corporate Governance Committee, who must present its findings to the Board. These individual self-assessment forms, in addition to a review of director skills and experience, assist the Nominating and Corporate Governance Committee in its board evaluation and refreshment efforts. Since 2016, the Board has added four new independent directors to the Board. The Nominating and Corporate Governance Committee seeks to ensure that a majority of its members are independent within the Nasdaq listing standards, and that any new candidates have demonstrated appropriate ability and judgment, and will, in the opinion of the Nominating and Corporate Governance Committee, be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of the Company and its stockholders.

The Nominating and Corporate Governance Committee believes that, although long-standing directors provide many benefits to the Board, periodic additions to or refreshment of members of the Board is also important. The Nominating and Corporate Governance Committee, therefore, regularly discusses director succession and opportunities to add new candidates, which are often identified through professional search firms. As part of its review process and commitment to enhancing the diversity of the board, the Nominating and Corporate Governance Committee has committed to engaging in an active search over the next year to identify a candidate who may provide additional diversity to the Board with regard to gender and/or race and ethnicity to replace a racially diverse director who resigned from the Board in January 2022.

Table of Contents

Although there are no specific, minimum qualifications for directors, key factors that the Nominating and Corporate Governance Committee considers when determining whether to appoint new directors or recommend the re-election of current directors include:

Diversity is an important strategic initiative at INDUS and important to our associates, vendors, tenants and stockholders. This initiative includes diversity at the Board level, which we believe facilitates more balanced, wide-ranging discussion in the boardroom. The diversity of tenure, gender and ethnicity, as well as age of our director nominees is as follows:

​

Table of Contents

The Board believes that it is important to have directors with strong leadership experience as well as experience in the real estate industry and operations. A balance of perspectives from other industries also is critical to well-rounded oversight. The chart below highlights the industry experience and qualifications of our nominees to the Board as more fully described in “INDUS’ Director Nominees.”

​

Table of Contents

Table of Contents

Table of Contents

​

Note: Except as otherwise indicated, each director has had the same principal occupation during the past five years.

1. Michael S. Gamzon is the son-in-law of Frederick M. Danziger.

​

Table of Contents

The Board held nine meetings during 2021. INDUS’ Board has an Audit Committee, a Compensation and Human Capital Committee, a Nominating and Corporate Governance Committee, and a Sustainability Committee. Committee memberships of the Board are indicated in the above table. All directors attended at least 83% of all Board and committee meetings (of committees of which they were members) during 2021.

INDUS encourages, but does not require, Board members to attend the Annual Meeting. In 2021, eight of the nine then-current Board members attended the 2021 Annual Meeting of Stockholders. The independent members of INDUS’ Board meet in executive session after all regular Board meetings.

Board Independence

Under Nasdaq rules, an “independent director” of a company means a person who is not an officer or employee of the company or its subsidiaries and, in the opinion of the company’s board of directors, does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Messrs. Bechtel, May, Small, Jr. and Simanovsky and Mses. North and Silverman qualify as independent directors under Nasdaq rules. The Board previously determined that former director Ardevan Yaghoubi qualified as independent under Nasdaq rules during the period in which he served on the Board. All of the members of the Board’s Committees are independent directors under the applicable Nasdaq and SEC rules and the requirements of the applicable Committee Charter.

Board Leadership Structure/Lead Independent Director

Since January 2016, the positions of Chairman of the Board and Chief Executive Officer have been held by separate individuals. Although the Board has concluded that the Company and its stockholders are best served at this time by separating the roles of Chairman of the Board and Chief Executive Officer, the Board believes that there is no single approach to providing Board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company at any given time. Accordingly, the optimal board leadership structure for the Company may vary as circumstances change.  

INDUS’ current Chairman of the Board is Gordon F. Dugan who is not an employee of the Company and is a non-independent director. Our current leadership structure permits Mr. DuGan, who has significant experience in the industrial real estate sector, to provide critical strategic guidance to INDUS and focus on Board-related matters, while Mr. Gamzon is able to focus on the day-to-day operation of our business.  Since INDUS’ current Chairman is not independent, in April 2022 the Board established the Lead Independent Director position to ensure an appropriate representation exists between our unaffiliated directors and the non-independent Chairman.  The Board is required to have a Lead Independent Director if the offices of Chairman of the Board and Chief Executive Officer are held by the same person or if the Chairman of the Board of Directors is not independent.  The independent members of the Board have chosen Jonathan P. May, to serve as Lead Independent Director. The Lead Independent Director presides at all meetings of the Board at which the Chairman is not present, has the authority to call for and preside over executive sessions of Independent Directors, serves as a liaison between the non-independent and the independent directors, supports the Board’s annual self-assessment, approves information sent to the Board, and approves meeting agendas and schedules to ensure that there is sufficient time for discussion of all agenda items.

Management Succession Planning

Considering the importance of executive leadership to INDUS’ success, our Nominating and Corporate Governance Committee has reviewed and discussed the performance of senior officers of the Company and the succession plans for each such officer’s position including hiring needs for potential successors to fill these positions in the future. This review includes a discussion about development plans for the Company’s executive and senior officers to help prepare them for future succession and contingency plans on how the Company would be managed in

Table of Contents

the event our Chief Executive Officer or other senior officer should cease to be employed by INDUS for any reason (including death or disability).

Board of Directors’ Role in Oversight of Risk

Management is responsible for the Company’s day-to-day risk management activities and the Board’s role is to engage in informed risk oversight. In fulfilling this oversight role, the Company’s Board of Directors focuses on understanding the nature of the Company’s enterprise risks, including operations, strategic direction and cybersecurity, as well as the adequacy of the Company’s overall risk management system. There are a number of ways the Board performs this function, including the following:

Critical components of our risk oversight framework include regular communication among the Board, our management and executive team, and our risk management infrastructure to identify, assess and manage risk.

While the Board oversees the Company’s risk management, INDUS’ management team is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the company and that the leadership structure of the Board supports this approach. The Board does not believe that its role in the oversight of INDUS’ risk affects the Board’s leadership structure.

Cybersecurity Risk

Cybersecurity is a growing risk for companies. While the Audit Committee is tasked with overseeing cybersecurity, it is of particular concern to the full Board. Management reports at least annually to the full Board, as well as quarterly to the Audit Committee, regarding the steps that the Company is taking to protect the Company from cyber-attacks or intrusions. The steps the Company has taken include, but are not limited to (i) employee awareness and mandatory trainings on data privacy, phishing and other cyber concerns, (ii) the use of strong and unique passwords that must be changed at certain intervals, (iii) monthly network intrusion, vulnerability and penetration testing, (iv) protection of critical network hardware, and (v) annual testing of disaster recovery plans.  Data is backed up nightly using automated, secure and redundant processes. Management focuses on the following areas: legal and compliance; operations and technology; business continuity and crisis management; leadership and governance; human factors; and information risk management. The Company maintains standalone cybersecurity insurance.

Compensation Risk

The Compensation and Human Capital Committee reviews compensation policies and practices affecting employees in addition to those applicable to executive officers. The Compensation and Human Capital Committee has determined that it is not reasonably likely that the Company’s compensation policies and practices for its employees would have a material adverse effect on the Company.

Table of Contents

Physical Climate Risk

The Sustainability Committee, which was established in November 2021, periodically reviews assessments of physical climate risk as well as other regulatory and associated risks tied to an evolving landscape of sustainability reforms and requirements in the locations where the company owns properties and conducts business.

Communication with the Board, Nominating and Corporate Governance Committee, or Lead Independent Director

Stockholders who wish to communicate with the Board of Directors, the Nominating and Corporate Governance Committee or the Lead Independent Director should address their communications to Jonathan P. May, Lead Independent Director and Chairman of the Nominating and Corporate Governance Committee, via first class mail, at INDUS Realty Trust, Inc., 641 Lexington Avenue, 26^th Floor, New York, New York, 10022. Such communication will be distributed to the specific director(s) requested by the stockholders, or if generally to the Board of Directors, to other members of the Board of Directors as may be appropriate depending on the material outlined in the stockholder communication.

Insider Trading Policy

INDUS’ Board has adopted an Insider Trading Policy, which applies to all directors, officers, employees and consultants of INDUS (including members of their households) and any entities controlled by individuals subject to the Insider Trading Policy (such entities together with all directors, officers, employees, consultants and all persons living in their households are referred to as “Covered Persons”). INDUS’ Insider Trading Policy prohibits Covered Persons from: (a) purchasing INDUS stock on margin or pledging INDUS securities to secure loans; (b) selling short INDUS stock; (c) buying or selling put or call options on INDUS stock or entering into other derivative transactions; and (d) entering into other hedging transactions involving INDUS Common Stock.

​

Table of Contents

INDUS BOARD COMMITTEES

Audit Committee

The Company’s Audit Committee consists of David R. Bechtel, Jonathan P. May and Molly North with Mr. Bechtel serving as Chair. The Audit Committee meets the Nasdaq composition requirements, including the requirements regarding financial literacy. The Board has determined that each member of the Audit Committee is independent under the listing standards of Nasdaq and the rules of the U. S. Securities and Exchange Commission (“SEC”) regarding audit committee membership. The Board has determined that both Mr. Bechtel and Ms. North qualify as a financially sophisticated Audit Committee member under the Nasdaq rules and that Ms. North is an “audit committee financial expert’ as defined by rules of the SEC.  In addition, since January 31, 2012, the Audit Committee has engaged directly a former audit partner in a public accounting firm who is a certified public accountant with extensive experience in auditing the financial statements of public and private companies as a consultant to assist the Audit Committee to fulfill its responsibilities.

The Audit Committee approves all auditing and non-auditing services, reviews audit reports and the scope of audit by the Company’s independent registered public accountants and related matters pertaining to the preparation and examination of the Company’s financial statements. From time to time, the Audit Committee makes recommendations to the Board of Directors with respect to the foregoing matters. The Audit Committee operates under a written charter, which is publicly available in the “Governance Documents” page of the “Investors” section of the Company’s website located at www.indusrt.com.

The Audit Committee held four meetings in 2021.

Nominating and Corporate Governance Committee

The Company’s Nominating and Corporate Governance Committee consists of David R. Bechtel, Jonathan P. May, Molly North, Amy Rose Silverman and Albert H. Small, Jr. with Mr. May serving as Chairman. All five members of the Nominating Committee are independent directors under the applicable Nasdaq rules. The Nominating and Corporate Governance Committee identifies and evaluates candidates for appointment to the INDUS Board of Directors. In searching for qualified director candidates, the Board may solicit current directors and ask them to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may consult with outside advisors or retain search firms to assist in the search for qualified candidates. The Nominating and Corporate Governance Committee will also consider suggestions from stockholders for nominees for election as directors. The Nominating and Corporate Governance Committee does not have a policy on the consideration of director nominees recommended by stockholders. The Board believes such a policy is unnecessary, as the Nominating and Corporate Governance Committee will consider a nominee based on his or her qualifications, regardless of whether the nominee is recommended by stockholders. Any stockholder who wishes to recommend a candidate to the Nominating and Corporate Governance Committee for consideration as a director nominee should submit the recommendation in writing to the Secretary of INDUS by following the same procedures in the Company’s Amended and Restated Bylaws as for stockholder nominations of directors to permit the Nominating and Corporate Governance Committee to complete its review in a timely fashion.

The Nominating and Corporate Governance Committee also serves as the primary resource for the Board in evaluating issues of corporate governance. As such, the Nominating and Corporate Governance Committee makes recommendations to the Board regarding corporate governance policies and practices and oversees compliance with such policies and practices.  The Nominating and Corporate Governance Committee also oversees our Board evaluation and director self-assessment process, succession planning for the Board and senior management and our corporate responsibility practices. The Nominating and Corporate Governance Committee operates under a written charter, which is publicly available in the “Governance Documents” page of the “Investors” section of the Company’s website located at www.indusrt.com.

The Nominating and Corporate Governance Committee held one meeting in 2021.

Table of Contents

Compensation and Human Capital Committee

INDUS’ Compensation and Human Capital Committee consists of David R. Bechtel, Jonathan P. May, Molly North, Amy Rose Silverman and Albert H. Small, Jr., with Mr. Small, Jr. serving as Chairman. All of the members of the Compensation and Human Capital Committee are independent directors and meet the heightened independence requirements for members of the compensation committee under Nasdaq rules. The Compensation and Human Capital Committee reviews and approves the compensation of the Board, Chief Executive Officer and other executive officers of INDUS and oversees the INDUS Realty Trust, Inc. and INDUS Realty, LLC 2020 Incentive Award Plan, INDUS’ 2009 Stock Option Plan, INDUS’ 401(k) Savings Plan (the “INDUS 401(k) Savings Plan”) and INDUS’ non-qualified deferred compensation plan (the “Deferred Compensation Plan”).  The Compensation and Human Capital Committee also oversees the Company’s compensation strategies, programs, plans and policies.  

The Compensation and Human Capital Committee oversees human capital and talent retention issues as they relate to the Company’s social initiatives and policies.  The Compensation and Human Capital Committee reviews employee turnover and diversity metrics as well as employee development, training and engagement programs. The Compensation and Human Capital Committee also reviews periodic employee surveys, studies of the Company’s pay equity, and the design and administration of comprehensive employee benefit programs, which include wellness benefits, paid time off, leave and holidays, charitable action and giving programs, health and medical benefits, education benefits and employee savings plans.

The Compensation and Human Capital Committee operates under a written charter, which is publicly available in the “Governance Documents” page of the “Investors” section of INDUS’ website located at www.indusrt.com. Under its charter, the Compensation and Human Capital Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation and Human Capital Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of INDUS to meet with the Compensation and Human Capital Committee or any advisers engaged by the Compensation and Human Capital Committee. In addition to the foregoing and other authority expressly delegated to the Compensation and Human Capital Committee in the charter, the Compensation and Human Capital Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Compensation and Human Capital Committee, INDUS’ Amended and Restated Bylaws and applicable rules of Nasdaq. The Compensation and Human Capital Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

The Compensation and Human Capital Committee held two meetings in 2021.

Sustainability Committee

INDUS’ Sustainability Committee consists of Molly North, Jonathan P. May and Amy Rose Silverman with Ms. North serving as Chair. All of the members of the Sustainability Committee are independent directors under Nasdaq rules. The Sustainability Committee was formed in November 2021 and oversees INDUS’ environmental and sustainability efforts, including periodic review of environmental data collected regarding INDUS’ portfolio, climate change risk analysis and strategy, review of the Company’s Sustainable Construction & Development Policy, and review and assistance in the selection of appropriate environmental reporting and communication strategies. The Sustainability Committee will also review, on a periodic basis, the corporate responsibility practices of the Company, and will advise the Nominating and Corporate Governance Committee as well as the Compensation and Human Capital Committee as appropriate on overlapping topics tied to Environmental, Social and Governance initiatives.

The Sustainability Committee operates under a written charter, which is publicly available in the “Governance Documents” section of the “Investors” page of INDUS’ website located at www.indusrt.com. The Sustainability Committee held one meeting in 2021. Under its charter, the Sustainability Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Sustainability Committee has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it deems appropriate, including the authority to request any officer, employee or adviser of INDUS to meet with the Sustainability Committee or any advisers engaged by the Sustainability Committee. In addition to the foregoing and other authority expressly delegated to the Sustainability Committee in the charter, the Sustainability Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Sustainability Committee, INDUS’ Amended and Restated Bylaws and applicable rules of Nasdaq. The Sustainability Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

​

Table of Contents

Table of Contents

Table of Contents

​

Table of Contents

The Schedule 13D/A states that there is no formal agreement governing the Cullman and Ernst Group’s holding and voting of shares held by members of the Cullman and Ernst Group but that there is an informal understanding that the persons and entities included in the group will hold and vote together with respect to shares owned by each of them in each case subject to any applicable fiduciary responsibilities. None of the shares held by members of the Cullman and Ernst Group are pledged.

Table of Contents

​

Table of Contents

Table of Contents

PROPOSAL II. APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, INDUS is requesting stockholder approval, on an advisory (non-binding) basis, of the compensation of INDUS’ Named Executive Officers as presented in the Executive Compensation section and the compensation tables included therein beginning on page 30 including the narrative disclosure thereto. INDUS has determined to hold a say on pay advisory vote every year, and the next say on pay advisory vote (following the advisory (non-binding) vote at this Annual Meeting) will occur at the 2023 Annual Meeting of Stockholders.

INDUS’ Executive Compensation Program has been designed to attract, motivate and retain the management talent INDUS believes is necessary to achieve its financial and strategic goals. INDUS’ compensation programs reward each of its Named Executive Officers for team results and individual contributions.

INDUS’ Executive Compensation Programs consist of three principal elements:

1.            Base Salary;

2.            Annual Cash Incentive Compensation Program; and

3.            Equity Compensation.

INDUS’ Executive Compensation Programs consist of a mixture of base salary and incentive compensation that provides for a substantial portion of executive compensation to be “at-risk.” INDUS’ Executive Compensation Programs balance both short- and long-term goals, by encouraging executives to focus on the health of INDUS during the immediate year through annual incentive compensation programs, and to focus long term growth of INDUS through equity compensation. INDUS’ Executive Compensation Programs are consistently reviewed by the Compensation and Human Capital Committee, consisting solely of independent directors, which seeks to ensure that it provides INDUS’ Named Executive Officers with competitive pay opportunities that reflect current practices.

As an advisory vote, this proposal is not binding upon the Board or INDUS in any way. However, the Compensation and Human Capital Committee, which is responsible for the design and administration of INDUS’ executive compensation practices, values the opinions of INDUS’ stockholders expressed through your vote on this proposal. The Compensation and Human Capital Committee will consider the outcome of this vote in making future compensation decisions for INDUS’ Named Executive Officers.

Accordingly, INDUS will present the following resolution for vote at the Annual Meeting:

“RESOLVED, that the stockholders of INDUS Realty Trust, Inc. (“INDUS”) approve, on an advisory (non-binding) basis, the compensation of INDUS’ Named Executive Officers as described in “Executive Compensation” and disclosed in the 2021 Summary Compensation Table and related compensation tables and narrative disclosure as set forth in INDUS’ 2022 Proxy Statement.”

​

The proposal to approve the compensation of INDUS’ Named Executive Officers, on an advisory (non-binding) basis, requires an affirmative vote of the majority of the votes cast at the Annual Meeting on the proposal.

​

Table of Contents

Table of Contents

Table of Contents

Narrative to Summary Compensation Table and Additional Narrative Disclosure

Overview of 2021 Executive Compensation Program Philosophy and Objective

​

The 2021 Executive Compensation Program is designed to align INDUS’ executive compensation with the long-term success of the Company and with stockholders’ interests and to tie a significant portion of each executive’s compensation to key business objectives. The 2021 Executive Compensation Program seeks to achieve balance between (i) fixed and variable compensation, so that a substantial portion of executive compensation is subject to risk and tied to Company and individual performance; (ii) short-term and long-term incentives; and (iii) cash and equity.

​

To assist in evaluating its compensation practices, the Company engaged Frederic W. Cook & Co., Inc. (“FW Cook”), as its independent executive compensation adviser.  FW Cook advised the Company on a range of compensation opportunities for 2021 and provided comparative pay levels utilized by companies in the real estate business and those similar in size to INDUS.  FW Cook advised on base salary, target annual incentive bonus, target total cash compensation, target long-term incentives, and target total direct compensation.  The Company plans to re-engage with FW Cook in 2022 to be sure practices are competitive and appropriate based upon the size of the Company and the nature of its business.  In determining compensation opportunities for 2021, the Compensation and Human Capital Committee examined each component on both a stand-alone and aggregate basis. Using its business judgment, the Compensation and Human Capital Committee made its decisions based on comparative data, professional advice, each executive’s experience level, job performance, duties and responsibilities, the Company’s historical and expected performance and internal pay equity.

​

INDUS and the Compensation and Human Capital Committee considered evolving best practices in executive compensation and corporate governance and the following highlights key goals and elements included in the Company’s 2021 Executive Compensation Program (many of which was in place during the prior year):

​

​

​

​

​

​

​

​

Further, the following executive compensation policies were eliminated or avoided in 2021:

​