DEF 14A 1 tmb-20210616xdef14a.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

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the Securities Exchange Act of 1934


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

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INDUS REALTY TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 16, 2021

May 7, 2021

To our stockholders:

I cordially invite you to attend the 2021 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 16, 2021. Due to the COVID-19 pandemic and to support the health and well-being of our stockholders, directors and employees, 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 1.

The items of business to be conducted at our 2021 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, Albert H. Small, Jr. and Ardevan Yaghoubi, as directors of INDUS;

The ratification of the selection of RSM US LLP as INDUS’s independent registered public accountants for the year ending December 31, 2021;

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

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

On behalf of the Board of Directors,

THOMAS M. DANIELLS

Senior Vice President, General Counsel and Secretary

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	9
Security Ownership of Certain Beneficial Owners and Management and Principal Holders	19
Interests in Certain Transactions	21
Executive Compensation	22
Audit Committee Report	32
Proposal II: Ratification of the selection of INDUS’s independent registered public accountants	33
Proposal III: Approval of the compensation of INDUS’s named executive officers	34
Householding	35

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 16, 2021 (the “Annual Meeting”), for the purposes set forth in the accompanying notice of meeting. Due to the COVID-19 pandemic and to support the health and well-being of our stockholders, directors and employees, 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/INDT2021 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 7, 2021.

http://materials.proxyvote.com/398231

http://materials.proxyvote.com/398231:

INDUS’s 2021 Proxy Statement;

INDUS’s Annual Report for the fiscal year ended November 30, 2020 (“fiscal 2020”); and

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 16, 2021

INDUS’s 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’s 2021 Proxy Statement;

· INDUS’s Annual Report for the fiscal year ended November 30, 2020 (“fiscal 2020”); 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.

FOR

PROPOSAL II: 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’s independent registered public accountants for the year ending December 31, 2021.

FOR

PROPOSAL III: 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’s named executive officers as presented in this Proxy Statement.

FOR

COMPENSATION HIGHLIGHTS

At the 2020 Annual Meeting of Stockholders, approximately 99% of the votes cast on INDUS’s “2020 say on pay vote” were in favor of the compensation of our named executive officers. The Compensation Committee considered the results of this say-on-pay advisory vote and believes that our executive compensation program for 2020 appropriately incentivized our named executive officers. Regardless, and despite the high level of stockholder support in such vote, we have proactively has made a number of changes to further refine the Company’s executive compensation program for 2021 (the “2021 Executive Compensation Program”). For the 2021 Executive Compensation program, we considered the following objectives:

To attract and retain leading and diverse talent in our functional areas

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

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

To align the interests of management with the interests of stockholders

Our 2021 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”)
✓ Generally vest in equal annual installments on the first three anniversaries of the grant date	✓ Generally vest 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’s 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 the fundamental market value for the individual’s skills and experience based on the responsibilities of their respective position ✓ The Compensation 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 ✓ Incentive compensation may be awarded to individuals based on the achievement of corporate level Cash Core FFO and individual performance goals, such as: leasing or disposition activity; environmental, social & governance progress; acquisition volume, etc. ◾ Compensation Committee retains discretion to adjust incentive compensation awards to the Company’s employees

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

INDUS is committed to building a sustainable future, and we are working to formalize our development and operational guidelines under the most relevant elements of ESG frameworks for our business. As we build out our ESG platform and develop new policies and procedures, we look forward to sharing our ongoing progress with you.

ENVIRONMENTAL STEWARDSHIP

We believe environmental stewardship enhances the durability of our portfolio by attracting high-quality tenants, creating competitive advantages, minimizing risk, and maximizing returns. We have highlighted below two broad environmental initiatives on which we plan to continue to focus as our ESG program evolves:


	Utility and Energy Management & Efficiency	Responsible Construction and Development
Why It Matters	◾ Energy and water efficiency benefit the environment, and often lead to reduced operating expenses at our buildings and greater tenant satisfaction	◾ The decisions we make for new construction and major renovation projects have long-term implications for the environment and for building occupants
What We Are Currently Doing About It	◾ In early 2021, INDUS began onboarding an environmental data management system to track historical and ongoing water, energy and utility metrics and usage across its portfolio ◾ Through the implementation of a more robust data monitoring system, we aim to establish Key Performance Indicators and better understand, manage, track, and reduce our environmental footprint	◾ INDUS has continued to evolve its development practices to meet modern standards of efficiency over time including: ✓ Purchase of high efficiency HVAC rooftop units for new construction and upgrades to high efficiency units in capital replacement plans ✓ Choosing LED lighting and efficient plumbing fixtures ✓ Adopting white roof decks in warm climates ✓ Advanced irrigation time clock systems to reduce water usage ✓ Decreased storm water run-off through ground water recharging (either for irrigation or infiltration basins) ✓ Including clerestory windows to maximize daylight ✓ Adding efficient improvements in tenant improvement packages and encouraging tenants to choose the same (for example, high volume, low speed or HVLS fans) ✓ Retrofitting older infrastructure as more efficient options become available (for example, upgrading all parking areas to LED lighting)

SOCIAL RESPONSIBILITY

We believe that we have the opportunity to enhance our financial and operational performance through socially responsible employee and supplier and vendor policies, community engagement, and by increasing our efforts related to diversity, equity and inclusion. As an equal opportunity employer, we promote a message of diversity and inclusion and reward our employees based on merit and their individual contributions. Additionally, we have increased our board diversity in terms of gender, ethnicity, age and experience in recent years. We comply with all applicable labor rights laws and seek opportunities to work with vendors and suppliers that do the same.

Though there are many ways in which we seek to have a socially responsible corporate impact, we have highlighted below three broad social initiatives on which we plan to continue to focus:


	Health, Safety and Employee Engagement	Charitable Contributions and Community Involvement	Diversity, Equity and Inclusion (“DEI”)
Why It Matters	◾ Our success is linked to the talent and expertise of our people. We invest in our employees and are committed to their health, safety, as well as to growing skills and leadership qualities across our business	◾ We believe that we owe much of our success to the cities and municipalities in which we do business. We are committed to giving back in ways that support those markets in which we live and work	◾ Integrating principles of DEI ensures that we can attract the best talent, embrace the broadest set of ideas, and that our business will benefit from unique experiences and viewpoints
What We Are Currently Doing About It	◾ INDUS is invested in retaining its talented team, which we believe is evidenced by our average employee tenure of over 14 years ◾ As a result of COVID-19, INDUS proactively implemented workstation separation upgrades, handwashing / sanitizing stations, touchless fixtures, an ultraviolet air treatment and filtration system, additional MERV-13 air filters for extra filtration, revised cleaning procedures with hospital grade disinfectants, and established a new Office Access & Use Policy for health checks, safety protocols and visitors/deliveries	◾ INDUS has repeatedly sponsored charities and organizations that benefit our local communities including the Windsor, CT Bike MS ride to support the National Multiple Sclerosis Society, the Connecticut Special Olympics Winter Games, and the New England Donor Services’ Blue & Green Fun Run (5K) fundraiser for tissue and organ donation	◾ 33% of INDUS’s Board nominees are either female or self-identifying underrepresented minorities ◾ Additionally, INDUS prioritizes a diversity of age, tenure, skills and experience in its Board nominees ◾ As of November 30, 2020, 50% of INDUS’s corporate staff was female

GOVERNANCE

Thoughtful corporate governance and stakeholder engagement provides the foundation for INDUS’s 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 2020 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 and Nominating Committees ✓ An engaged Board: all directors attended at least 89% of all board and committee meetings (of committees of which they were members) during fiscal 2020 ✓ 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 ✓ Minimum stock ownership and retention guidelines for directors and officers
Director Composition and Evaluation	✓ Annual election of directors / no classified board ✓ Annual director self-evaluations ✓ 33% 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
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 record number of shareholders over the past year and will continue robust outreach efforts
Other Governance	✓ Opt-out from Maryland Control Share Acquisition Act ✓ Opt-out from Maryland Business Combination Act ✓ No stockholder rights plan (“poison pill”)

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 15, 2021.

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?

As part of our effort to maintain a safe and healthy environment for our directors, members of management and stockholders who wish to attend the Annual Meeting, in light of the ongoing COVID-19 pandemic, 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/INDT2021. 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’s 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’s 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

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, Albert H. Small, Jr. and Ardevan Yaghoubi, as directors of INDUS to serve until the next annual meeting and until their successors are duly elected and qualified;

FOR ratification of the selection of RSM US LLP as INDUS’s independent registered public accountants for the year ending December 31, 2021; and

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

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: Ratification of the selection of RSM US LLP as INDUS’s independent registered public accountants for the year ending December 31, 2021	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.
Proposal III: Approval, on an advisory (non-binding) basis, of the compensation of INDUS’s 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.

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

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.

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 22, 2021 (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 7,715,534 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 2,314,031 shares of Common Stock, representing approximately 30% 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?

As part of our effort to maintain a safe and healthy environment for our directors, members of management and stockholders who wish to attend the Annual Meeting, in light of the ongoing COVID-19 pandemic, 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/INDT2021. 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/INDT2021.

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.

STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING

Proposals by stockholders for INDUS’s 2022 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 7, 2022 if such proposal is to be considered for inclusion in the 2022 proxy materials of INDUS.

Stockholders intending to present a proposal at the 2022 Annual Meeting of Stockholders, but not to include the proposal in INDUS’s proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in INDUS’s Amended and Restated Bylaws. INDUS’s Amended and Restated Bylaws require, among other things, that INDUS’s 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 2022 Annual Meeting of Stockholders no earlier than December 8, 2021 and no later than January 7, 2022. The notice must contain the information required by INDUS’s Amended and Restated Bylaws, a copy of which is available upon request to INDUS’s Secretary. In the event that the date of the 2022 Annual Meeting of Stockholders is more than 30 days before or after June 16, 2022, then INDUS’s Secretary must receive such written notice not earlier than the 150th day prior to the 2022 Annual Meeting of Stockholders and not later than the 120th day prior to the 2022 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.

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 2022 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’s 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. Ardevan Yaghoubi 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. Yaghoubi serves as a Principal.

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.

INDUS’s Director Nominees

INDUS’s nominees for election as director are the following:


	(Age) and Date Since
	Which Has			Also Has Served as a
Name (letters refer to	Continuously		Principal Occupation	Director of the
Committee memberships,	Served as a		and Business Experience	Following Corporations During
Identified below)	Director of INDUS		During the Past Five+ Years (1)	The Past Five Years
David R. Bechtel (a) (b) (c)	(53)	2016	Principal of Barrow Street Holdings LLC since September 2012; founder and managing member of Outpost Capital Management LLC since 2001; and founder and manager of GP Management LLC 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.

Frederick M. Danziger (2)	(81)	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.	Monro, Inc.; Bloomingdale Properties, Inc.

			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.


	(Age) and Date Since
	Which Has			Also Has Served as a
Name (letters refer to	Continuously		Principal Occupation	Director of the
Committee memberships,	Served as a		and Business Experience	Following Corporations During
Identified below)	Director of INDUS		During the Past Five+ Years (1)	The Past Five Years
Gordon F. DuGan	(54)	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 GreenAcreage Real Estate Corp., 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.
Michael S. Gamzon (2)	(51)	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.


	(Age) and Date Since
	Which Has			Also Has Served as a
Name (letters refer to	Continuously		Principal Occupation	Director of the
Committee memberships,	Served as a		and Business Experience	Following Corporations During
Identified below)	Director of INDUS		During the Past Five+ Years (1)	The Past Five Years
Jonathan P. May (a) (b) (c)	(54)	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.	Columbia Care, Inc.

			Mr. May brings to the Board significant general business experience, finance experience, and expertise as an executive.

Molly North (a)(b)(c)	(45)	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.


	(Age) and Date Since
	Which Has			Also Has Served as a
Name (letters refer to	Continuously		Principal Occupation	Director of the
Committee memberships,	Served as a		and Business Experience	Following Corporations During
Identified below)	Director of INDUS		During the Past Five+ Years (1)	The Past Five Years
Amy Rose Silverman (b)(c)	(54)	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.


	(Age) and Date Since
	Which Has			Also Has Served as a
Name (letters refer to	Continuously		Principal Occupation	Director of the
Committee memberships,	Served as a		and Business Experience	Following Corporations During
Identified below)	Director of INDUS		During the Past Five+ Years (1)	The Past Five Years
Albert H. Small, Jr. (b) (c)	(64)	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.	United Bankshares, Inc.

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

Ardevan Yaghoubi	(31)	2020	Principal at Conversant Capital LLC, a New York-based investment advisor, since February 2020; founder of Heathcote Capital Partners, an opportunistic real estate investment firm from April 2018 until January 2020 and a Vice President at Trise Development, a privately-owned real estate development firm, from 2015 until April 2018. Mr. Yaghoubi’s experience and knowledge with respect to real estate investment activities provides a unique perspective to the Board. Additionally, the Board believes that Mr. Yaghoubi positively contributes to the Board’s overall diversity.

Member of the (a) Audit Committee; (b) Compensation Committee; and (c) Nominating Committee.

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

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

The Board held eight meetings during fiscal 2020. INDUS’s Board has an Audit Committee, a Compensation Committee and a Nominating Committee. Committee memberships of the Board are indicated in the above table and

under “Audit Committee,” “Nominating Committee” and “Compensation Committee” below. All directors attended at least 89% of all Board and committee meetings (of committees of which they were members) during fiscal 2020.

INDUS encourages, but does not require, Board members to attend the Annual Meeting. In 2020, all of the Board members attended the 2020 Annual Meeting of Stockholders. The independent members of INDUS’s 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 Yaghoubi and Mses. North and Silverman qualified as independent directors under Nasdaq rules. All of the members of the Audit, Compensation and Nominating Committees are independent directors under the applicable Nasdaq and SEC rules.

Executive Officers who are not Directors


Name	Age	Principal Occupation During the Past Five Years
Scott Bosco	54	Senior Vice President of Construction and Development of INDUS Realty, LLC; joined INDUS in 2005
Anthony J. Galici	63	Executive Vice President and Chief Financial Officer of INDUS; joined INDUS in 1997
Thomas M. Lescalleet	58	Executive Vice President of INDUS Realty, LLC; joined INDUS in 2002
Thomas M. Daniells	67	Senior Vice President, General Counsel and Secretary of INDUS; joined INDUS in 2021

Audit Committee

The Company’s Audit Committee consists of David R. Bechtel, Jonathan P. May and Molly North with Mr. Bechtel serving as Chairman. 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. In addition, both Mr. Bechtel and Ms. North qualify as a financially sophisticated Audit Committee member under the Nasdaq rules based on their employment experience in finance, respectively. None of the members of the Audit Committee is considered a financial expert as defined by Item 407(d)(5) of Regulation S-K of the Securities and Exchange Act of 1934 (an “audit committee financial expert”). INDUS does not have an audit committee financial expert because it believes the members of its Audit Committee have sufficient financial expertise and experience to provide effective oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements in accordance with generally accepted accounting principles and Nasdaq rules. 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 believes that this type of engagement provides it with additional expertise comparable to what would be provided by an audit committee financial expert.

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 held four meetings in fiscal 2020.

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’s major risk exposures, including financial and cybersecurity risks and the steps management has taken to monitor and control such exposures.

◾

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

◾

The Board as a whole focuses on reputational, corporate governance, operational, succession, COVID-19 pandemic 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’s 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’s 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 employee awareness, the use of strong and unique passwords that must be changed at certain intervals, monthly network intrusion, vulnerability and penetration testing, protection of critical network hardware, and 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. To our knowledge, we have not experienced a material breach in information security.

Compensation Risk

The Compensation Committee reviews compensation policies and practices affecting employees in addition to those applicable to executive officers. The Compensation 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.

Nominating Committee

The Company’s Nominating 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 Committee reviews 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 Committee may consult with outside advisors or retain search firms to assist in the search for qualified candidates. The Nominating Committee will also consider suggestions from stockholders for nominees for election as directors. The Nominating 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 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 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 Committee to complete its review in a timely fashion. The Nominating Committee operates under a written charter, which is publicly available in the “Corporate Governance” section of the “Investors” section of the Company’s website located at www.indusrt.com. The Nominating Committee held one meeting in fiscal 2020.

Board Diversity; Selection and Evaluation of Director Candidates

The Board seeks to ensure that a majority of its members are independent within the Nasdaq listing standards. In evaluating the desired skills and characteristics of prospective Board members, the Nominating Committee values diversity, including profession, geography, gender, ethnicity, tenure, age, skills and experience. When the Nominating Committee evaluates prospective Board members, it will consider diversity, in its broadest sense, within the context of the composition of the Board as a whole, and it will assess the effectiveness of this policy as part of its annual self-evaluation. The Nominating Committee shall select prospective Board members with personal and professional integrity, who have demonstrated appropriate ability and judgment and who the Nominating Committee believes will be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of the Company and its stockholders. In addition, directors must be committed to devoting the time and effort necessary to be responsible and productive members of the Board.


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

Board Leadership Structure

INDUS’s current Chairman of the Board is Gordon F. Dugan. 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. 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.

Communication with the Board or Nominating Committee

Stockholders who wish to communicate with the Board of Directors or the Nominating Committee should address their communications to Jonathan P. May, Chairman of the Nominating 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.

Compensation Committee

INDUS’s Compensation 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 Committee are independent directors and meet the heightened independence requirements for members of the compensation committee under Nasdaq rules. The Compensation Committee oversees INDUS’s executive compensation programs, the INDUS Realty Trust, Inc. and INDUS Realty, LLC 2020 Incentive Award Plan, INDUS’s 2009 Stock Option Plan, INDUS’s 401(k) Savings Plan (the “INDUS 401(k) Savings Plan”) and INDUS’s non-qualified deferred compensation plan (the “Deferred Compensation Plan”).

The Compensation Committee operates under a written charter, which is publicly available in the “Corporate Governance” section of the “Investors” section of INDUS’s website located at www.indusrt.com. Under its charter, the Compensation 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 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 Committee or any advisers engaged by the Compensation Committee. In addition to the foregoing and other authority expressly delegated to the Compensation Committee in the charter, the Compensation Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Compensation Committee, INDUS’s Amended and Restated Bylaws and applicable rules of Nasdaq. The Compensation Committee may delegate its authority under its charter to a subcommittee as it deems appropriate from time to time.

The Compensation Committee held two meetings in fiscal 2020.

Insider Trading Policy

INDUS’s 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’s 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.

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 22, 2021 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)	2,381,860	30.6
Edgar M. Cullman, Jr. (2)	878,490	11.4
Frederick M. Danziger (2)	278,420	3.6
Michael S. Gamzon (2)	157,884	2.0
David R. Bechtel	6,969	*
Gordon F. DuGan	55,957	*
Jonathan P. May	11,117	*
Molly J. North	1,485	*
Amy Rose Silverman	1,657	*
Albert H. Small, Jr.	15,262	*
Ardevan Yaghoubi	-	-
Anthony J. Galici	41,257	*
Thomas M. Lescalleet	12,775	*
Scott Bosco	7,154	*
Gabelli Funds, LLC et al. (3)	1,458,854	18.9
Gabelli Funds, LLC
One Corporate Center
Rye, NY 10580
Conversant Capital LLC et al. (4)	849,088	11.0
Conversant Capital LLC
90 Park Avenue, 32nd Floor
New York, NY 10016
All directors and executive officers collectively, consisting of 13 persons (5)	1,468,427	18.7

*	Less than 1%

(1)

This information reflects the definition of beneficial ownership adopted by the SEC. Beneficial ownership reflects sole investment and voting power, unless otherwise indicated in the footnotes to this table. Where more than one person shares investment and voting power in the same shares, such shares may be shown more than once. Such shares are reflected only once, however, in the total for all directors and executive officers. The number of shares beneficially owned includes stock options granted pursuant to the INDUS Realty Trust, Inc. and INDUS Realty, LLC 2020 Incentive Award Plan (the “2020 Plan”) and the INDUS Realty Trust, Inc. 2009 Stock Option Plan (the “2009 Plan”), that are exercisable within 60 days of April 22, 2021 as follows:


		Options Exercisable
		Within 60 Days of
Name		April 22, 2021
Edgar M. Cullman, Jr.		7,024
Frederick M. Danziger		—
Michael S. Gamzon		56,216
David R. Bechtel		5,851
Gordon F. DuGan		1,485
Jonathan P. May		11,117
Molly J. North		1,485
Amy Rose Silverman		1,657
Albert H. Small, Jr.		9,206
Ardevan Yaghoubi		—
Anthony J. Galici		12,775
Thomas M. Lescalleet		12,775
Scott Bosco		7,154

(2)	Based on Schedule 13D/A filed with the SEC on April 27, 2017 on behalf of the Cullman and Ernst Group and INDUS’s records. Included in the shares held by the Cullman and Ernst Group are the following:


		Shares with	Shares with
	Shares	Sole Voting and	Shared Voting
	Beneficially	Dispositive	and Dispositive
Name	Owned	Power	Power
Cullman Jr., Edgar M.	878,490	50,578	827,912
Cullman, Susan R.	791,954	48,320	743,634
Danziger, Lucy C.	582,601	86,777	495,824
Danziger, David M.	475,405	59,295	416,110
Gamzon, Rebecca D.	393,752	10,734	383,018
Ernst, John L.	381,509	7,476	374,033
Sicher, Carolyn B.	350,038	21,796	328,242
Cullman, Georgina D.	346,091	9,717	336,374
Cullman, Elissa F.	331,134	15,109	316,025
Cullman, Samuel B.	329,856	13,831	316,025
Cullman III, Edgar M.	327,480	11,455	316,025
Danziger, Frederick M.	278,420	70,093	208,327
B Bros. Realty LLC (a)	237,882	237,882	—
Gamzon, Michael S.	157,884	107,010	50,874
Fabrici, Carolyn S.	111,962	—	111,962
Ernst, Alexandra	96,073	1,778	94,295
Danziger, Sheena S.	50,874	—	50,874
Kerns, Jessica P.	45,922	1,271	44,651
Estate of Louise B. Cullman (b)	28,538	28,538	—
Ernst, Margot P.	22,155	—	22,155
Ernst, Matthew L.	5,264	1,677	3,587
Stewart, Benjamin C.	6,100	6,100	—

SEC Form DEF 14A filed by INDUS Realty Trust, Inc.