DEF 14A 1 tmb-20220614xdef14a.htm DEF 14A

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


Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material Pursuant to §240.14a-12


INDUS REALTY TRUST, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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INDUS REALTY TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 14, 2022

April 27, 2022

To our stockholders:

I cordially invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of INDUS Realty Trust, Inc., a Maryland Corporation (“INDUS” or the “Company”), at 11:00 a.m., Eastern Time, on June 14, 2022. The Annual Meeting will be a completely virtual meeting and will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/INDT202 2.

The items of business to be conducted at our 2022 Annual Meeting are as follows:

The election of David R. Bechtel, Frederick M. Danziger, Gordon F. DuGan, Michael S. Gamzon, Jonathan P. May, Molly North, Amy Rose Silverman, Michael J. Simanovsky, and Albert H. Small, Jr., as directors of INDUS;

The approval, on an advisory (non-binding) basis, of the compensation of INDUS’ named executive officers as presented in INDUS’ Proxy Statement;

The ratification of the selection of RSM US LLP as INDUS’ independent registered public accountants for the fiscal year ending December 31, 2022; and

Such other business as may properly be brought before the Annual Meeting or any postponement, continuation or adjournment thereof.


Record Date. If you were a holder of shares of our common stock at the close of business on April 18, 2022, you are entitled to receive this notice and to vote at the Annual Meeting.	How to Vote. You can vote your shares by proxy through the Internet, by telephone or by mail using the instructions on the proxy card or you can vote during the virtual Annual Meeting. Whether or not you plan to attend the meeting online, we encourage you to vote your shares prior to the meeting.	Meeting Attendance. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/ INDT2022, you must enter the 16-digit control number included on the proxy card that you received, or on the materials provided by your bank or broker. You may vote during the annual meeting by following the instructions available on the meeting website during the meeting.

On behalf of the Board of Directors,

THOMAS M. DANIELLS

Senior Vice President, General Counsel and Secretary

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TABLE OF CONTENTS


	Page
Proxy Statement	1
Compensation Highlights	2
Environmental Stewardship, Social Responsibility and Governance (ESG) Highlights	3
Questions and Answers	6
Stockholder Proposals for the Annual Meeting	9
Proposal I: Election of Directors	10
Director Compensation	21
Security Ownership of Certain Beneficial Owners and Management and Principal Holders	22
Interests in Certain Transactions	26
Proposal II: Approval of the compensation of INDUS’ named executive officers	27
Executive Compensation	28
Proposal III: Ratification of the selection of INDUS’ independent registered public accountants	36
Audit Committee Report	37
Householding	38

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.

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INDUS REALTY TRUST, INC.

641 LEXINGTON AVENUE, 26^TH FLOOR

NEW YORK, NEW YORK 10022

PROXY STATEMENT

This Proxy Statement is furnished to the stockholders of INDUS Realty Trust, Inc., a Maryland Corporation (together with its predecessor, the “Company” or “INDUS”), in connection with the solicitation by its Board of Directors (the “Board”) of proxies for the Annual Meeting of Stockholders to be held at 11:00 a.m., Eastern Time, on June 14, 2022 (the “Annual Meeting”), for the purposes set forth in the accompanying notice of meeting. The Annual Meeting will be a completely virtual meeting and will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/INDT2022 and entering your 16-digit control number included in your proxy card (“Proxy Card”) or on the instructions that accompanied your proxy materials. INDUS anticipates that the Proxy Statement and Proxy Card will be distributed to stockholders on or about May 5, 2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 14, 2022

INDUS’ Proxy Statement and Annual Report are available at http://materials.proxyvote.com/45580R

The following proxy materials are available for review at http://materials.proxyvote.com/45580R:

☐ INDUS’ 2022 Proxy Statement;

☐ INDUS’ Annual Report for the fiscal year ended December 31, 2021 (“2021”); and

☐ any supplements or amendments to the foregoing materials that are required to be furnished to stockholders.

At the Annual Meeting, stockholders will be asked to consider and act upon the following proposals, in addition to such other business as may properly be brought before the Annual Meeting or any postponement, continuation or adjournment thereof:

Proposal

Board Recommendation

PROPOSAL I: Election of Directors

At the Annual Meeting, you will be asked to elect to the board of directors of INDUS the nine persons nominated by the Board. They will serve until the next annual meeting of stockholders and will hold office until their successors are duly elected and qualified.

Checkbox Checked with solid fill

FOR

PROPOSAL II: Advisory Vote to Approve the Company’s Executive Compensation

At the Annual Meeting, you will be asked to approve, on an advisory (non-binding) basis, the compensation of INDUS’ named executive officers as presented in this Proxy Statement.

Checkbox Checked with solid fill

FOR

PROPOSAL III: Ratification of Selection of Independent Registered Public Accountants

At the Annual Meeting, you will be asked to ratify the selection of RSM US LLP (“RSM US”) by the Audit Committee of the Board as INDUS’ independent registered public accountants for the fiscal year ending December 31, 2022.

Checkbox Checked with solid fill

FOR

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COMPENSATION HIGHLIGHTS

At the 2021 Annual Meeting of Stockholders, over 99% of the votes cast on INDUS’ “2021 say on pay vote” were in favor of the compensation of our named executive officers. The Compensation and Human Capital Committee considered the strong results of this say-on-pay advisory vote and believes that our executive compensation program (the “Executive Compensation Program”) for 2021 appropriately incentivized our named executive officers. Our 2021 Executive Compensation Program continues to focus on the following objectives:

Checkmark with solid fill

Attract and retain leading and diverse talent in our functional areas

Checkmark with solid fill

Motivate our executives to work towards short term financial efficiency and long term value creation that aligns with key business objectives

Checkmark with solid fill

Achieve the appropriate balance between risk and reward while avoiding the creation of incentives for unnecessary risk taking

Checkmark with solid fill

Align the interests of management with the interests of stockholders

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:


Long Term Equity Incentive Plan (“LTIP”) Awards Include:
50% Restricted Stock Units (“RSUs”)	50% Performance Stock Units (“PSUs”)
✓ Vests in equal annual installments on the first three anniversaries of the grant date	✓ Vests after three years, if and to the extent certain performance goals are met, with payout of up to 200% of the target amount upon achievement of maximum performance ✓ The performance goals are based on INDUS’ relative total stockholder return measured against the component companies of two indices over a three-year measurement period: ■ NAREIT FTSE Industrial Index (excluding companies principally focused on highly specialized end uses such as cold storage or the cannabis industry) ■ the MSCI REIT US Equity Index


Short Term Incentive Compensation Plan Includes:
Base Salary	Incentive Compensation
✓ Paid to recognize fundamental market value for the individual’s skills and experience based on the responsibilities of their respective position ✓ The Compensation and Human Capital Committee reviews salaries annually and seeks to provide base salaries that are commensurate with individual professional status, responsibilities, accomplishments, and external compensation data regarding peer companies’ compensation	✓ INDUS offers an opportunity to earn annual cash incentive awards that are designed to reward annual corporate and individual performance based on pre-defined goals ✓ Formulaic, performance based incentive compensation awarded based on achievement of corporate level goals and quantitative and qualitative individual goals ✓ To achieve or exceed target for qualitative performance factors, participants in the incentive compensation plan must contribute to the progress and achievement of INDUS-identified individual goals and objectives including measurement against the progress of the Company’s stated ESG initiatives

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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:

■

Improved Leadership of ESG Initiatives. As noted above, INDUS both expanded existing board committees and created a new board committee to provide a board-guided leadership structure to oversee and drive our ESG initiatives. In early 2021, INDUS also established an Internal ESG Committee responsible for driving forward ESG initiatives at the company and communicating with the board oversight committees to provide updates.

■	New ESG Policies & Goals.

o

Adopted a Sustainable Construction & Development Policy, a Supplier & Vendor Code of Conduct, a Human Rights Policy, as well as various policies to directly benefit our employees and the communities in which we work, including a Corporate Charitable Giving Policy, an Employee Wellness Reimbursement Policy and an Employee Education Reimbursement Policy

o

Implemented employee training programs on topics such as diversity, equity & inclusion (DEI), anti-sexual harassment, anti-corruption, as well as on data privacy & security, phishing attacks and other cyber-security risks to reduce likelihood of preventable cyber-attacks and intrusions

o

Improved our Tenant Handbook and INDUS form leases to adopt and address best practices in green leasing, collaboration between tenant and landlord on sustainability issues, energy efficiency projects, consumption and utility data collection and tracking

o

Aligned with certain of the UN Sustainable Development Goals and published a series of INDUS goals on our website (ir.indusrt.com/esg/)

■	Enhanced ESG Reporting & Disclosures.

o

Created a new IR website (ir.indusrt.com) with more robust reporting, data search, notification, and other capabilities – including a repository of governance documents, board committee information, and charters as well as a dedicated “ESG” page

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o

For the first time, reported on certain applicable metrics for Real Estate Owners, Developers, and Investment Trusts as detailed by standards promulgated by the Sustainability Accounting Standards Board, now the Value Reporting Foundation (“SASB”) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021

■	Environmental Stewardship. During the last year, we enhanced our environmental programs and related initiatives and achieved the following milestones and accomplishments:

o

Implemented a Sustainable Construction and Development Policy in 2021 to formalize our sustainable building practices across the categories of (a) materials and resources; (b) site sustainability and water efficiency; (c) energy, atmosphere and air quality; (d) transportation and vehicle emissions; and (e) innovation

o

Implemented an environmental data management system to collect landlord-controlled utility data at our properties, with the goal of being able to use this data for future reporting, to gain a better understanding of carbon emissions, and eventually to set emissions reduction targets

o

Launched a pilot program to install “smart meters” at select properties in our portfolio to collect real-time tenant consumption data to supplement the landlord-controlled utility data already being collected and to provide a more holistic view of full-building utility consumption

o

Enhanced our focus on renewable energy through planned rooftop solar installations, including applying in Connecticut for Eversource’s 2022 solar program and identifying buildings in Pennsylvania that would make good candidates for participation in Pennsylvania’s solar application process in 2022

o

Conducted a Physical Climate Risk Assessment of our existing industrial/logistics portfolio to better understand current portfolio risks and potential impact to asset value

■	Social Responsibility.

o

Began a program of making donations to local food banks and food kitchens in the markets where we acquired or developed on properties

o

Since 2011, donated or sold over 900 acres of undeveloped land for public use including:

■

568 acres for preservation by tax exempt land trusts

■

361 acres for solar farms

o

Implemented an additional paid time off day for all employees per year to volunteer at the charities of their choice, in addition to a charitable donation matching program available to all employees

o

Implemented a number of policies to directly benefit our employees including matching charitable contributions, an employee wellness reimbursement policy and an employee education reimbursement plan

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.

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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:

	✓ ✓ ✓ ✓ ✓
Director Independence and Compliance	✓ Fully independent Audit, Compensation, Nominating and Sustainability Committees ✓ An engaged Board: all directors attended at least 83% of all board and committee meetings (of committees of which they were members) during 2021 ✓ We prohibit all directors, officers, employees and consultants 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. ✓ 67% of our Board nominees are independent ✓ Positions of Chairman and CEO are separated ✓ Lead Independent Director elected by the independent directors of the Board ✓ Minimum stock ownership and retention guidelines for directors and officers
Director Composition and Evaluation	✓ Annual election of directors / no classified board ✓ 22% of our Board nominees are considered diverse, including women and self-identifying underrepresented minorities ✓ Nominating Committee focus on diversity of age, tenure, gender, ethnicity and skills / experience in the composition of the Board as a whole ✓ Mix of director tenures, skills and backgrounds that provide a balance of experience and institutional knowledge with fresh perspectives ✓ Annual director self-evaluations
Strong Stockholder Rights	✓ Stockholders may amend the bylaws by a majority of the votes entitled to be cast on the matter ✓ Stockholders can call a special meeting (majority of the outstanding shares requirement) ✓ Met with a number of stockholders over the past year and will continue to increase outreach efforts to a larger base of stockholders
Other Governance	✓ Opt-out from Maryland Control Share Acquisition Act ✓ Opt-out from Maryland Business Combination Act ✓ No stockholder rights plan (“poison pill”)

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QUESTIONS AND ANSWERS

HOW DO I VOTE?

INDUS recommends that stockholders vote by proxy even if they plan to attend and vote at the Annual Meeting online. If you are a stockholder of record, there are three ways to vote by proxy:

— You can vote over the Internet at www.proxyvote.com by following the instructions on the Proxy Card;

— You can vote by telephone by calling 1-800-690-6903 and following the instructions on the Proxy Card; or

— You can vote by mail by signing, dating and mailing the Proxy Card, which you may have received by mail.

by Internet — You can vote over the Internet at www.proxyvote.com by following the instructions on the Proxy Card;

by Telephone — You can vote by telephone by calling 1-800-690-6903 and following the instructions on the Proxy Card; or

by Mail — You can vote by mail by signing, dating and mailing the Proxy Card, which you may have received by mail.

To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Proxy Card or on the instructions that accompanied your proxy materials. Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 13, 2022.

If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not in your own name and you would like to vote your shares electronically at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote or ask questions.

WHO CAN ATTEND THE MEETING?

Based upon the success of a virtual format for the 2020 and 2021 Annual Meetings of Stockholders and because the virtual format provides the opportunity for greater stockholder participation and engagement, INDUS has decided to hold the Annual Meeting entirely online again this year. You may attend the Annual Meeting online only if you are an INDUS stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/INDT2022. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Proxy Card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote or ask questions. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

CAN I CHANGE MY VOTE AFTER I SUBMIT A PROXY?

Yes, any proxy received in the accompanying form may be revoked or changed by the person executing it at any time before the authority thereby granted is exercised. A proxy may be revoked by voting electronically at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy), by giving written notice of revocation to INDUS’ Secretary prior to the meeting, by granting a subsequent proxy through the Internet or telephone, or by delivering a duly executed proxy bearing a later date to INDUS’ Secretary. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also vote electronically at the Annual Meeting by obtaining your 16-digit control number or otherwise voting through the bank or broker as previously described. Properly executed proxies received by INDUS in such form will be voted at the meeting or any postponement, continuation or adjournment thereof as

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

FOR the election of David R. Bechtel, Frederick M. Danziger, Gordon F. DuGan, Michael S. Gamzon, Jonathan P. May, Molly North, Amy Rose Silverman, Michael J. Simanovsky, and Albert H. Small, Jr., as directors of INDUS to serve until the next annual meeting and until their successors are duly elected and qualified;

FOR the approval, on an advisory (non-binding) basis, of the compensation of INDUS’ named executive officers as presented in this Proxy Statement; and

FOR ratification of the selection of RSM US LLP as INDUS’ independent registered public accountants for the fiscal year ending December 31, 2022.

HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL AT THE ANNUAL MEETING?

The voting requirement to approve each of the proposals at the Annual Meeting is as follows:


Proposal	Votes Required	Effect of Votes Withheld / Abstentions and Broker Non-Votes
Proposal I: Election of directors	For each director, the majority of the votes cast at the Annual Meeting. This means that a nominee for director will be elected if the votes cast “FOR” the nominee’s election exceed the votes cast “AGAINST” the nominee’s election.	Abstentions and broker non-votes will have no effect.
Proposal II: Approval, on an advisory (non-binding) basis, of the compensation of INDUS’ named executive officers	The affirmative vote of a majority of the votes cast at the Annual Meeting.	Abstentions and broker non-votes will have no effect.
Proposal III: Ratification of the selection of RSM US LLP as INDUS’ independent registered public accountants for the fiscal year ending December 31, 2022	The affirmative vote of a majority of the votes cast at the Annual Meeting.	Abstentions will have no effect. We do not expect any broker non-votes on this proposal.

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

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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.

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STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING

Proposals by stockholders for INDUS’ 2023 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by INDUS no later than January 5, 2023 if such proposal is to be considered for inclusion in the 2023 proxy materials of INDUS.

Stockholders intending to present a proposal at the 2023 Annual Meeting of Stockholders, but not to include the proposal in INDUS’ proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in INDUS’ Amended and Restated Bylaws. INDUS’ Amended and Restated Bylaws require, among other things, that INDUS’ Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than 150 days and not later than 120 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Therefore, INDUS must receive notice of such a proposal or nomination for the 2023 Annual Meeting of Stockholders no earlier than November 30, 2022 and no later than December 30, 2022. The notice must contain the information required by INDUS’ Amended and Restated Bylaws, a copy of which is available upon request to INDUS’ Secretary. In the event that the date of the 2023 Annual Meeting of Stockholders is more than 30 days before or after June 14, 2023, then INDUS’ Secretary must receive such written notice not earlier than the 150th day prior to the 2023 Annual Meeting of Stockholders and not later than the 120th day prior to the 2023 Annual Meeting of Stockholders or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by INDUS. INDUS reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements. In addition to satisfying the foregoing requirements under the INDUS’ Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 17, 2023.

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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.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF EACH OF OUR DIRECTOR NOMINEES LISTED BELOW

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.

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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:

Experience	Skills and leadership experience that are relevant to INDUS’ strategic vision
Diversity	Diversity of background, skills and experience, gender, race and ethnicity
Age and Tenure	Age and tenure of each incumbent director
Board Size	Appropriate number of directors
Board Independence	Independence of candidates for director nominees
Character	Integrity, business judgment, track record and commitment to the INDUS mission

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:

Elements of Board Diversity (by Number of Directors)
Age	Tenure	Gender & Minority Diversity

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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.”

	David R. Betchel	Frederick M. Danizger	Gordon F. DuGan	Michael S. Gamzon	Jonathan P. May	Molly North	Amy Rose Silverman	Albert H. Small	Michael Simanovsky
CEO / C-Suite Management Experience	●	●	●	●	●	●	●	●	●
Skills, Knowledge & Industry Experience
Finance / Accounting	●	●	●	●	●	●			●
Capital Markets	●	●	●	●	●	●	●		●
Real Estate / Logistics	●	●	●	●	●	●	●	●	●
Leasing / Asset Management	●	●	●	●	●	●	●	●
Strategic & Long-Range Planning	●	●	●	●	●	●	●	●	●
Risk Management	●		●		●
Information Security			●
Insurance	●				●			●
Legal	●	●
International / Global Business	●		●	●		●			●
Investor Relations	●		●	●		●			●
Human Capital Management	●	●	●	●	●	●	●	●	●
Sustainability					●			●	●
Tenure and Independence
Tenure (years)	6	25	2	6	10	2	3	13	1
Independence	●				●	●	●	●	●
Demographics – Race / Ethnicity
Age	54	82	55	52	55	46	55	65	38
Black / African American
Asian / Asian American / West Asian / Middle Eastern
White/Caucasian	●	●	●	●	●	●	●	●	●
Hispanic / Latino(a)
American Indian / Alaska Native
Two or more races (multiracial)
Other
Female						●	●
Male	●	●	●	●	●			●	●
LGBTQ+
Non-Binary
Other

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INDUS’ Director Nominees

David R. Bechtel

Independent Director

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Age: 54

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Director Since: 2016

Principal of Barrow Street Holdings LLC, an investment management firm, from 2012-2020; founder and managing member of Outpost Capital Management LLC, an investment management firm, from 2001-2020; and founder and manager of GP Management LLC, a real estate management and development firm, since January 2011.

Mr. Bechtel has many years of general business experience and expertise as a managing member, principal, and head of finance of financial services and natural resource companies that provide valuable contributions to the Board.

Committees:

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Audit Committee (Chair)

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Compensation and Human Capital Committee

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Nominating and Corporate Governance Committee

Frederick M. Danziger (1)

Director

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Age: 82

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Director Since: 1997

Chairman of the Board of Directors of INDUS from June 2019 through March 2020 and, prior to resigning as an employee of INDUS, Executive Chairman of the Board of Directors from 2016 through June 2019; Chairman of the Board of Directors and Chief Executive Officer of INDUS from May 2012 through December 2015; President and Chief Executive Officer of INDUS from April 1997 through May 2012.

Mr. Danziger’s background as a lawyer, his knowledge and experience as the former President and Chief Executive Officer of INDUS, and his extensive experience and knowledge with respect to real estate and real estate financing provides a unique perspective to the Board.

Also has served as a Director of the Following Corporations During the Past Five Years:

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Monro, Inc. (NASDAQ: MNRO)

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Bloomingdale Properties, Inc.

Gordon F. DuGan

Chairman of the Board; Director

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Age: 55

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Director Since: 2020

Co-Founder and Executive Chairman of Blackbrook Capital Limited, a European-focused property investor specializing in sale-leasebacks and build-to-suit investments in industrial assets, since February 2020; Chairman of NewLake Capital Partners, Inc. (NASDAQ: NLCP)., a REIT that provides sale-leaseback and construction financing to companies operating in the cannabis industry, since June 2019; Chief Executive Officer of Gramercy Property Trust from June 2012 to October 2018; and Chief Executive Officer of W.P. Carey & Co. (NYSE: WPC), one of the largest net lease REITs in the United States, from 2005 to 2010.

Mr. DuGan brings to the Board extensive experience and knowledge with respect to the industrial real estate sector and the capital markets.

Also has served as a Director of the Following Corporations During the Past Five Years:

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New Lake Capital Partners, Inc. (NASDAQ: NLCP)

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Gramercy Property Trust

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Michael S. Gamzon (1)

President & Chief Executive Officer; Director

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Age: 52

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Director Since: 2016

Director, President and Chief Executive Officer of INDUS since January 2016; President and Chief Operating Officer of INDUS from May 2012 through December 2015; Chief Operating Officer of INDUS from September 2010 to January 2016; Executive Vice President of INDUS from September 2010 to May 2012; Vice President of INDUS from January 2008 through August 2010.

Mr. Gamzon’s experience and knowledge with respect to real estate activities in his capacity as an executive of INDUS, provides a unique perspective to the Board.

Jonathan P. May

Independent Director

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Age: 55

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Director Since: 2012

Founder and co-managing partner of Floresta Ventures, LLC, an advisory firm to restaurant and retail companies, since March 2016; Executive Director of Natural Capital Partners (formerly known as The CarbonNeutral Company), a private company that is a leading provider of carbon reduction programs for corporations, since September 2015; Chief Operating Officer and Chief Financial Officer and a Director of The CarbonNeutral Company from 2008 through September 2015; Founder and Managing Director of Catalytic Capital, LLC from 2004 to 2008.

Committees:

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Audit Committee

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Compensation and Human Capital Committee

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Nominating and Corporate Governance Committee (Chair)

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Sustainability Committee

Also has served as a Director of the Following Corporations During the Past Five Years:

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Columbia Care, Inc. (OTCQX: CCHWF)

Molly North

Independent Director

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Age: 46

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Director Since: 2020

President & Chief Executive Officer of Al. Neyer Corporation (“Al. Neyer”), a real estate development firm, since April 2015; Chief Financial Officer of Al. Neyer from July 2012 through March 2015.

Ms. North’s background in commercial real estate development and experience with a design-build construction firm that focuses on select geographical markets provides a unique insight to the Board. Additionally, the Board believes that Ms. North positively contributes to the Board’s overall diversity.

The Board has determined that Ms. North qualifies as an “Audit Committee Financial Expert” as defined under the applicable rules established by the Securities and Exchange Commission (SEC).

Committees:

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Audit Committee

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Compensation and Human Capital Committee

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Nominating and Corporate Governance Committee

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Sustainability Committee (Chair)

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Amy Rose Silverman

Independent Director

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Age: 55

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Director Since: 2019

President and Chief Executive Officer of Rose Associates, a real estate and property management firm, since December 2017; Co-President of Rose Associates since 2008.

Ms. Silverman is a recognized expert on residential real estate in New York City, is a frequent speaker at premier professional conferences and participates as a guest lecturer at The NYU Schack Institute of Real Estate and Columbia Business School. Ms. Silverman’s significant experience in design, construction, leasing and management of premier high-rise and mixed-use residential buildings provides a unique perspective to the Board. Additionally, the Board believes that Ms. Silverman positively contributes to the Board’s overall diversity.

Committees:

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Compensation and Human Capital Committee

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Nominating and Corporate Governance Committee

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Sustainability Committee

Albert H. Small, Jr.

Independent Director

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Age: 65

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Director Since: 2009

Presently active in the development and management of several commercial and office developments in Washington D.C.; President of WCI Communities Mid Atlantic Division from March 2005 through March 2008; President of Renaissance Housing Corporation from 1984 through March 2005.

Mr. Small, Jr. has significant experience in real estate development and management which gives him unique insights into INDUS’ challenges, opportunities and operations.

Committees:

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Compensation and Human Capital Committee (Chair)

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Nominating and Corporate Governance Committee

Also has served as a Director of the Following Corporations During the Past Five Years:

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United Bankshares, Inc.(NASDAQ: UBSI)

Michael J. Simanovsky

Independent Director

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Age: 38

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Director Since: 2022

Mr. Simanovsky is the Managing Partner and Chief Investment Officer of Conversant, a New York-based investment advisor. From 2011-2020, Mr. Simanovsky was a Partner at Senator Investment Group LP, a hedge fund, where he was responsible for the firm’s investments in the real estate, gaming & lodging and housing sectors, among others. Prior to joining Senator in March 2011, Mr. Simanovsky was an investment professional with Cerberus Capital Management, LP, where he focused on originating and evaluating investment opportunities across a wide range of industries. Prior to joining Cerberus in August 2008, Mr. Simanovsky was in the Restructuring groups of both Rothschild Inc. and Houlihan Lokey Howard & Zukin, where he focused on providing advisory services to companies undergoing financial restructuring transactions.

Mr. Simanovsky previously served as a Director of Trade Street Residential, Inc. (an owner and operator of multi-family properties in the Southeast US), Gramercy Property Europe (an owner and operator of industrial assets in Europe), DFI Capital (the holding company for Engs Commercial Finance) and K2 Towers REIT (an owner and operator of cellular telephone towers).

Also has served as a Director of the Following Corporations During the Past Five Years:

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Quinn Residences

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Select Dental Management LLC

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Valet Manager Inc.

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.

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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

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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:

■

The Audit Committee assists the Board in its oversight of risk management by discussing with management INDUS’ major risk exposures, including financial and cybersecurity risks, and the steps management has taken to monitor and control such exposures.

■

The Compensation and Human Capital Committee focuses on risks relating to human capital management, talent retention, diversity and inclusion, and remuneration of our officers and employees.

■

The Sustainability Committee focuses on risks relating to climate change and associated impacts to the business, as well as regulatory and reporting risks related to sustainability-oriented benchmarking and disclosures.

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The Board as a whole, along with the Nominating and Corporate Governance Committee, focuses on reputational, corporate governance, operational, succession, and other related risks.

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.

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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.

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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.

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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.

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DIRECTOR COMPENSATION

The following table represents information regarding the compensation paid during 2021 to members of the Company’s Board of Directors who are not also employees (the “Non-Employee Directors”). The compensation paid to Mr. Gamzon is presented below in the Summary Compensation Table and the related narrative disclosure included in the “Executive Officer Compensation” section. Mr. Gamzon did not receive compensation related to his activity as a member of the Board of Directors. In accordance with the terms of an agreement between the Company and Mr. Yaghoubi, and a similar agreement between the Company and Mr. Simanovsky, Mr. Yaghoubi did not, and Mr. Simanovsky will not, receive any compensation, other than the customary reimbursement of expenses as applicable to all other Company directors in connection with serving on the Board.


	Fees
	Earned or			Stock
	Paid in Cash			Awards			Total
Name	($)			($)			($)
David R. Bechtel	$	68,750		$	45,000	(1)	$	113,750
Edgar M. Cullman, Jr.	$	20,646	(2)	$	—		$	20,646
Frederick M. Danziger	$	45,000		$	45,000	(1)	$	90,000
Gordon F. DuGan	$	70,000		$	45,000	(1)	$	115,000
Jonathan P. May	$	67,500		$	45,000	(1)	$	112,500
Molly J. North	$	63,750		$	45,000	(1)	$	108,750
Amy Rose Silverman	$	53,750		$	45,000	(1)	$	98,750
Albert H. Small, Jr.	$	58,750		$	45,000	(1)	$	103,750
Ardevan Yaghoubi	$	—		$	—		$	—

(1)

The amount shown for stock awards reflects the grant date fair value of stock awards granted in 2021 in consideration for each member’s services on the Board of Directors. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock awards contained in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K in Note 8 of the Notes to Consolidated Financial Statements.

(2)	Mr. Cullman, Jr. did not seek re-election to the Board of Directors at the June 16, 2021 Annual Meeting. The fees reported are for the period January 1, 2021 through June 15, 2021.

The following table represents the number of outstanding and unexercised stock option awards held by each of the Non-Employee Directors as of December 31, 2021:


	Option Awards	Stock Awards
	Outstanding at	Outstanding at
Director	2021 Year End	2021 Year End
David R. Bechtel	6,918	672
Edgar M. Cullman, Jr.	7,024	—
Frederick M. Danziger	1,067	672
Gordon F. DuGan	104,762	672
Jonathan P. May	12,184	672
Molly J. North	2,552	672
Amy Rose Silverman	2,724	672
Albert H. Small, Jr.	10,273	672
Ardevan Yaghoubi	—	—

In 2021, Non-Employee Directors received a cash retainer fee of $45,000 per year and an RSU award with a grant date fair value in the amount of $45,000. The RSU awards were granted on June 17, 2021 and will vest in full on June 17, 2022, subject to continued service through the vesting date. Directors have the ability to defer the receipt of the shares subject to their RSU award upon vesting if timely elected. The Chairman of the Board of Directors (to the extent not an employee) receives an annual cash retainer fee of $25,000. The Chairmen of the Audit and Compensation and Human Capital Committees each receive an annual cash retainer fee of $5,000 per year. The Nominating Committee Chairman receives an annual cash retainer fee of $3,750 per year. Audit, Compensation and Nominating Committee members each receive an annual cash retainer fee of $10,000, $5,000 and $3,750 per year, respectively, for their service on those committees. Annual cash retainer fees are paid in quarterly installments. In 2021, the Company did not grant any equity to Mr. Cullman, Jr.

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND PRINCIPAL HOLDERS

The following table lists the number of shares and options to purchase shares of common stock of the Company beneficially owned or held by: (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of common stock; (ii) each director; (iii) the Named Executive Officers; and (iv) all directors and executive officers of the Company, collectively. Unless otherwise indicated, information is provided as of April 18, 2022 and the address of all directors and executive officers is c/o INDUS Realty Trust, Inc., 641 Lexington Avenue, 26th Floor, New York, NY 10022.

	Shares
	Beneficially	Percent
Name and Address	Owned (1)	of Total
Cullman and Ernst Group (2)	2,328,037	22.7
Edgar M. Cullman, Jr. (2)	948,902	9.3
Frederick M. Danziger (2)	308,736	3.0
Michael S. Gamzon (2)	159,079	1.6
David R. Bechtel	8,708	*
Gordon F. DuGan	57,696	*
Jonathan P. May	12,856

SEC Form DEF 14A filed by INDUS Realty Trust Inc. (MD)