SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Plymouth Industrial REIT, Inc.
20 Custom House Street, 11th Floor
Boston, Massachusetts 02110

May 2, 2022

Dear Stockholder:

On behalf of the Board of Directors, we cordially invite you to attend the 2022 Annual Meeting of Stockholders of Plymouth Industrial REIT, Inc. (the “Company”). The Annual Meeting will be held beginning at 2:00 p.m., Eastern Time, on Thursday, June 30, 2022 at the principal offices of the Company, located at 20 Custom House Street, 11th Floor, Boston, Massachusetts 02110. During the Annual Meeting, stockholders will have the opportunity to vote on each item of business described in the enclosed notice of the Annual Meeting and accompanying proxy statement.

The accompanying proxy statement provides detailed information concerning the matters to be acted upon at the Annual Meeting. We urge you to review this proxy statement and both of the proposals carefully. Your vote is very important. It is important that your views be represented at the Annual Meeting regardless of the number of shares of common stock you own or whether you are able to attend the Annual Meeting in person.

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our 2021 Annual Report to Stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy documents over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 2021 Annual Report to Stockholders and a form of proxy card.

Regardless of whether you plan to attend the Annual Meeting in person, I urge you to submit your proxy as soon as possible to assure your representation at the Annual Meeting. For your convenience, you can submit your proxy and voting instructions in any one of the following ways:

On behalf of our Board of Directors, I would like to express our appreciation for your continued interest in Plymouth Industrial REIT, Inc.

PLYMOUTH INDUSTRIAL REIT, INC.

PROXY STATEMENT

INDEX

PLYMOUTH INDUSTRIAL REIT, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held June 30, 2022

To Our Stockholders:

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Plymouth Industrial REIT, Inc. will be held at our principal executive offices, located at 20 Custom House Street, 11^th Floor, Boston, Massachusetts 02110, on Thursday, June 30, 2022, at 2:00 p.m. (Eastern time) for the following purposes:

1.       To elect eight director nominees, who are named in the accompanying Proxy Statement, to serve one-year terms expiring in 2023; and

2.       To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Only stockholders of record at the close of business on April 11, 2022 are entitled to notice of and vote at the Annual Meeting or any adjournment or postponement thereof. Your attention is directed to the Proxy Statement accompanying this Notice for more complete information regarding the matters to be acted upon at the Annual Meeting.

Our Board of Directors unanimously recommends that stockholders vote (1) FOR the election of the eight director nominees, who are named in the accompanying Proxy Statement, and (2) FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Our stockholders are cordially invited to attend the Annual Meeting in person. For directions to our headquarters, please contact me at (617) 340-6343.

By Order of our Board of Directors

Anne A. Hayward

Senior Vice President/General Counsel and Secretary

May 2, 2022

YOUR VOTE IS IMPORTANT. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY AS SOON AS POSSIBLE BY INTERNET, TELEPHONE OR SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURING IT PROMPTLY IN THE ENVELOPE PROVIDED.

PROXY STATEMENT

2021 Business Highlights

We are a real estate investment trust focused on the acquisition, ownership and management of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties, located in primary and secondary markets within the main industrial, distribution and logistics corridors of the United States.

During 2021, we acquired 24 wholly owned buildings totaling approximately 6.4 million square feet for a total purchase price of approximately $371 million or $58.14 per square foot. Since our initial public offering in June of 2017, we have acquired 143 buildings totaling approximately 25.7 million square feet for a total purchase price of approximately $1.2 billion or $52.56 per square foot. As of December 31, 2021, our wholly owned and joint venture portfolio totals approximately 31.9 million square feet.

In addition, during 2021 we commenced $35.5 million of new development/redevelopment projects across three markets; the completed projects created an additional 0.2 million rentable square feet, with another 0.4 million square feet projected to be completed in 2022.

Our ability to execute on our operational goals and maintain strong occupancy throughout the year is a testament to the commitment of our team, the resiliency of our tenants and the strong fundamentals within our targeted markets. In 2021, we collected approximately 99.9% of rents. Our leasing activity across all our markets included the execution of lease renewals and new leases for over five million square feet yielding a rental rate increase of 11.2% over prior leases on a cash basis.

We further strengthened our financial position in 2021 by closing on a new combined $500 million unsecured credit facility, which is comprised of an amended $200 million revolving credit facility, an amended $100 million term loan and a new $200 million term loan, providing expanded borrowing capacity and greater capital structure flexibility with lower borrowing costs to support our continued growth throughout 2022.

QUESTIONS AND ANSWERS REGARDING THE 2022 ANNUAL MEETING OF STOCKHOLDERS

Why am I receiving these proxy materials?

Our Board of Directors is soliciting your proxy to vote your shares of our common stock at the 2022 Annual Meeting of Stockholders because you owned shares of our common stock at the close of business on April 11, 2022, the record date for the annual meeting and are therefore entitled to vote at the Annual Meeting. A Notice of Internet Availability of Proxy Materials, along with a proxy card, is being mailed on or about May 2, 2022 to stockholders of record as of April 11, 2022. We have made the Proxy Statement and 2021 Annual Report available to you on the Internet at the following address: www.plymouthreit.com. The proxy provides you with the opportunity to vote on the proposals presented at the Annual Meeting, whether or not you attend the meeting.

What will be voted on at the Annual Meeting?

Our stockholders will vote on two proposals at the Annual Meeting:

1.       The election of eight directors, who are each to serve a one-year term expiring in 2023 or until his or her successor is elected and qualified; and

2.       The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2022.

Your proxy will also give the proxy holders discretionary authority to vote the shares represented by the proxy on any matter, other than the above proposals, that is properly presented for action at the Annual Meeting.

How will we solicit proxies, and who bears the cost of proxy solicitation?

Our directors, officers and employees may solicit proxies by telephone, mail, facsimile, via the Internet or by overnight delivery service. These individuals do not receive separate compensation for these services. In accordance with SEC regulations, we will reimburse brokerage firms and other persons representing beneficial owners of our common stock for their reasonable expenses in forwarding solicitation materials to such beneficial owners.

Who can vote at the Annual Meeting?

Our Board of Directors has fixed the close of business on Monday, April 11, 2022, as the record date for the Annual Meeting. Only stockholders of record on that date are entitled to receive notice of and vote at the Annual Meeting. As of April 11, 2022, the only outstanding class of our securities entitled to vote at the Annual Meeting is our common stock, $0.01 par value per share. On that date, we had 900,000,000 shares of common stock authorized, of which 37,913,459 shares were outstanding.

You (if you, rather than your broker, are the record holder of our stock) can vote either (1) in person by attending the Annual Meeting or (2) by proxy, whether or not you attend the Annual Meeting. If you would like to attend the Annual Meeting in person and need directions, please contact Anne A. Hayward by e-mail at anne.hayward@plymouthrei.com or by telephone at 617-340-6343. You may vote your shares on the Internet or via mobile device (smartphone or tablet) or, if you request written proxy materials, by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions regarding the three methods of voting by proxy are contained on the Notice and the proxy card.

How many votes must be present to hold the Annual Meeting?

A “quorum” must be present to hold the Annual Meeting. The presence, in person or by proxy, of a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum. Your shares, once represented for any purpose at the Annual Meeting, are deemed present for purposes of determining a quorum for the remainder of the meeting and for any adjournment, unless a new record date is set for the adjourned meeting. This is true even if you abstain from voting with respect to any matter brought before the Annual Meeting. As of April 11, 2022, we had 37,913,459 shares of common stock outstanding; thus, we anticipate that the quorum for the Annual Meeting will be 18,956,730 shares.

How many votes does a stockholder have per share?

Our stockholders are entitled to one vote for each share of common stock held.

What is the required vote on each proposal?

Directors are elected by a plurality vote; the candidates up for election who receive the highest number of votes cast, up to the number of directors to be elected, are elected. Stockholders do not have the right to cumulate their votes.

The ratification of our appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2022 requires the affirmative vote of a majority of the votes cast.

How will the proxy be voted, and how are votes counted?

If you vote by proxy (either by voting on the Internet, via mobile device or by properly completing and returning a paper proxy card that you receive upon requesting written proxy materials), the shares represented by your proxy will be voted at the Annual Meeting as you instruct, including at any adjournments or postponements of the meeting. If you are stockholder of record as of April 11, 2022, there are four ways to ensure your shares of our common stock are represented and voted at the Annual Meeting:

If you return a signed proxy card but no voting instructions are given, the proxy holders will exercise their discretionary authority to vote the shares represented by the proxy at the Annual Meeting and any adjournments or postponements as follows:

With respect to any other matter that properly comes before the meeting or any adjournment or postponement thereof, the representatives holding proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

If you are the beneficial owner of shares held by a broker, bank or other nominee, you must provide voting instructions to such broker, bank or other nominee as to how to vote your shares. If you do not provide instructions to your broker, bank or other nominee, your shares will not be voted in any matter on which your broker does not have discretionary authority to vote. A vote that is not cast for this reason is called a “broker non-vote.” Broker non-votes will be treated as shares present for the purpose of determining whether a quorum is present at the meeting, but they will not be considered present for purposes of calculating the vote on a particular matter, nor will they be counted as a vote FOR or AGAINST a matter or as an abstention on the matter. Under the rules of the NYSE, which is the stock exchange on which our common stock is listed, the ratification of the appointment of our independent registered public accountants is considered a “discretionary” matter, which means that brokerage firms may vote in their discretion on this matter. In contrast, the election of directors is a “non-discretionary” item, which means that brokerage firms that have not received voting instructions from their clients on this proposal may not vote on it. It is important that you instruct your broker as to how you wish to have your shares voted, even if you wish to vote as recommended by our Board of Directors.

Can a proxy be revoked?

Yes. You can revoke your proxy at any time before it is voted. You revoke your proxy (1) by giving written notice to our Corporate Secretary, Anne A. Hayward, before the Annual Meeting, (2) by granting a subsequent proxy on the Internet or mobile device, or (3) by delivering a signed proxy card dated later than your previous proxy. If you, rather than your broker, are the record holder of your stock, a proxy can also be revoked by appearing in person and voting at the Annual Meeting. Written notice of the revocation of a proxy should be delivered to the following address: Plymouth Industrial REIT, Inc., 20 Custom House Street, 11th Floor, Boston, Massachusetts 02110, Attention: Anne A. Hayward, Corporate Secretary.

PROPOSAL 1
ELECTION OF DIRECTORS

The following table and biographical descriptions set forth certain information regarding each director currently serving on our Board of Directors and includes a brief description of the experience, qualification and skills that led us to conclude that such individual should be and remain a member of our Board. We believe that our Board of Directors consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of our stockholders, including the qualities described below. We have attempted below to highlight certain notable experience qualifications and skills for each director, rather than provide an exhaustive catalog of each and every qualification and skill that a director possesses. Each of the nominees set forth below is currently serving as a director of the Company.

Board of Directors’ Qualifications/Experience

Each of the persons listed above has been nominated by our Board of Directors to serve as a director for a one-year term expiring at the annual meeting of stockholders occurring in 2023. Each nominee has consented to serve on our Board of Directors. If any nominee were to become unavailable to serve as a director, our Board of Directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our Board of Directors.

Required Vote

Directors are elected by a plurality vote; the nominees who receive the highest number of votes cast, up to the number of directors to be elected in that class, are elected.

Our Board of Directors unanimously recommends a vote “FOR” the election of each of the eight
nominees for director to the Board of Directors.

CORPORATE GOVERNANCE

Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

Our directors stay informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications. As warranted, our independent directors meet in executive sessions without the presence of our corporate officers or non-independent directors.

Board Leadership Structure

Our business is managed through the oversight and direction of our Board of Directors. Our Board of Directors currently consists of eight members: Martin Barber, Philip S. Cottone, Richard J. DeAgazio, David G. Gaw, John W. Guinee, Caitlin Murphy, Pendleton P. White, Jr. and Jeffrey E. Witherell. Assuming that all of our nominees for director are elected, after the Annual Meeting there will be eight directors, each of whom will have been elected for a one-year term. Our Board has determined that each of Martin Barber, Philip S. Cottone, Richard J. DeAgazio, David G. Gaw, John W. Guinee and Caitlin Murphy is an “independent director” as defined under the listing rules of the NYSE, Rule 10A-3 under the Exchange Act and the Company’s Corporate Governance Guidelines.

Our Board considered the relationships between our directors and the Company when determining each director’s status as an “independent director” under the listing rules of the NYSE, Rule 10A-3 of the Exchange Act and the Company’s Corporate Governance Guidelines, including the relationships listed below under “Certain Relationships and Related Party Transactions.” The Board determined that these relationships did not affect any director’s status as an “independent director.” Furthermore, we are not aware of any family relationships between any director, executive officer or person nominated to become a director or executive officer.

As required by the NYSE rules, the independent directors of our Board of Director meet in executive session, without the presence of management or non-independent directors. Generally, these executive sessions follow each quarterly meeting. In 2021, the independent directors of our Board of Directors and our Audit Committee met in executive session four times (at each respective quarterly meeting). Our lead independent director, Mr. Gaw, presides over such independent, non-management sessions of our Board and our Audit Committee (Mr. Gaw is the chairman of our Audit Committee).

Jeffrey E. Witherell, our Chief Executive Officer, serves as Chairman of the Board of the Company. We have chosen a Board leadership structure with Mr. Witherell serving as our Chairman because we believe this structure results in a single voice speaking for the Company and presents a unified and clear chain of command to execute our strategic initiatives and business plans. Also, the Chairman of the Board manages the Board in performing its duties and leads Board discussions. As our Chief Executive Officer, Mr. Witherell is ideally positioned to provide insight on the current status of our overall operations, our future plans and prospects and the risks that we face. Thus, he is the individual with the most knowledge about us and our operations and is responsible for leading the Board’s discussions. The Board retains the authority to separate the positions of chairman and chief executive officer if it finds that the Board’s responsibilities can be better fulfilled with a different structure. Since the chairman and the chief executive officer are the same person, our Board of Directors has designated a lead independent director to coordinate the activities of the other non-management directors and to perform any other duties and responsibilities that our Board of Directors may deem to be advisable. Mr. Gaw serves as our lead independent director and his responsibilities include: (1) serving as liaison between our chairman and the independent directors, (2) reviewing the type of information to be sent our Board of Directors, (3) reviewing, in consultation with our chairman and others, agendas and schedules for board meetings and (4) having the authority to call meetings of the independent directors.

We have implemented procedures for interested parties, including stockholders, to communicate directly with our independent directors. We believe that providing a method for interested parties to communicate directly with our independent directors rather than our full Board of Directors, provides a more confidential, candid and efficient method of relaying any interested party’s concerns or comments. See “Communications with our Board of Directors, Independent Directors and the Audit Committee.”

Role of the Board in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its five standing committees, the audit committee, the nominating and corporate governance committee, the compensation committee, the cybersecurity committee and the sustainability committee, each of which addresses risks specific to their respective areas of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken and will take to monitor and control these exposures, including, setting guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements in addition to oversight of the performance of our system of internal controls and reporting. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our cybersecurity committee acts on behalf of Board to provide oversight responsibility with respect to the Company’s information technology use and protection. Our sustainability committee assists the Board in overseeing the Company’s practices relating to corporate sustainability, including environmental, health and safety, human rights and social matters.

Our Board of Directors held 19 meetings in 2021. In 2021, our directors attended all of our Board meetings as well as all of the meetings of the committees on which they served.

Board Committees

Our Board of Directors has established five standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Cybersecurity Committee and a Sustainability Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is comprised exclusively of independent directors. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of our Company.

Audit Committee

Our Audit Committee consists of Messrs. Cottone, Gaw and Guinee, with Mr. Gaw serving as chairman. Each of Mr. Gaw and Mr. Guinee qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. Our Board of Directors has determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. We have adopted an audit committee charter, which details the principal functions of the Audit Committee, including oversight related to:

Our Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee Report required by SEC regulations to be included in this proxy statement.

Our Audit Committee met seven times in 2021. A copy of the charter of our Audit Committee is available on the investor relations webpage of our website, www.plymouthreit.com.

Compensation Committee

Our Compensation Committee consists of Messrs. Barber, DeAgazio and Guinee, with Mr. Barber serving as chairman. We have adopted a compensation committee charter, which details the principal functions of the Compensation Committee, including:

Our Compensation Committee met two times in 2021. A copy of the charter of our Compensation Committee is available on the investor relations webpage of our website, www.plymouthreit.com.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Messrs. DeAgazio and Cottone and Ms. Murphy, with Mr. DeAgazio serving as chairman. We have adopted a nominating and corporate governance committee charter, which details the principal functions of the Nominating and Corporate Governance Committee, including:

In identifying and recommending nominees for election as directors, the nominating and corporate governance committee may consider diversity of relevant experience, expertise and background.

Our Nominating and Corporate Governance Committee met three times in 2021. A copy of the charter of the Nominating and Corporate Governance Committee is available on the investor relations webpage of our website, www.plymouthreit.com. Our Corporate Governance Guidelines and Code of Ethics and Business Conduct are also available on the investor relations webpage of our website, www.plymouthreit.com. If we make any substantive amendment to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code of ethics to certain executive officers, we are obligated to disclose the nature of such amendment or waiver, the name of the person to whom any waiver was granted, and the date of waiver on our website or in a report on Form 8-K.

Usually, nominees for election to the Board are proposed by the current members of the Board. Our Nominating and Corporate Governance Committee will also consider candidates that stockholders and others recommend. Stockholder recommendations should be addressed to: Anne A. Hayward, Corporate Secretary, 20 Custom House Street, 11^th Floor, Boston, Massachusetts 02110. Your recommendations must be submitted to us no earlier than December 2, 2022 and no later than 5:00 p.m., Eastern Time on January 1, 2023 for consideration as a possible nominee for election to the Board at our 2023 annual meeting.

Cybersecurity Committee

Our Cybersecurity Committee consists of Messrs. Gaw, Guinee and Witherell, with Mr. Gaw serving as chairman. We have adopted a cybersecurity committee charter, which details the principal functions of the Cybersecurity Committee, including:

Our Cybersecurity Committee was formed in April 2022.

Sustainability Committee

Our Sustainability Committee consists of Ms. Murphy and Messrs. DeAgazio and Witherell, with Ms. Murphy serving as chair. The Sustainability Committee’s purpose is to assist the Board in overseeing corporate practices relating to corporate sustainability, including environmental, health and safety, human rights and social matters. We have adopted a sustainability committee charter, which details the principal functions of the Sustainability Committee, including:

Our Sustainability Committee was formed in April 2022.

Communications with our Board of Directors, Independent Directors and the Audit Committee

Our full Board of Directors can be contacted by any party by addressing the correspondence to the Board of the Directors or the independent directors and submitting the correspondence to Anne A, Hayward, our Corporate Secretary, in one of the following ways:

Our independent directors can be contacted by addressing correspondence to the address set forth above. In addition, appropriate e-mail correspondence can be sent to our lead independent director at the following address: leadindependendirector@plymouthreit.com.

Relevant communications are distributed to the Board or any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communications. In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded or redirected, as appropriate, such as: business solicitations, junk mail and mass mailings, resumes and other forms of job inquiries and surveys. In addition, material that is unduly hostile, threatening, potentially illegal or similarly unsuitable will be excluded; however, any communication that is excluded will be made available to any outside director upon request.

The Audit Committee has adopted a process for anyone to send communications to the Audit Committee with concerns or complaints concerning our regulatory compliance, accounting, audit or internal controls. The Audit Committee may be contacted by any party via mail or e-mail at the addresses listed below:

Chairman

Audit Committee

Plymouth Industrial REIT, Inc.

20 Custom House Street, 11^th Floor

Boston, Massachusetts 02110

auditcommittee@plymouthreit.com

Code of Ethics and Business Conduct

Our Board of Directors has established a Code of Ethics and Business Conduct that applies to our officers, directors and employees. Among other matters, our Code of Ethics and Business Conduct is designed to deter wrongdoing and to promote:

Any waiver of the Code of Ethics and Business Conduct for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE Regulations. Our Code of Ethics and Business Conduct, which is posted on our website (www.plymouthreit.com), is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. The information contained on, or accessible from, our website is not part of this proxy statement by reference or otherwise. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics and Business Conduct on our website.

Director Compensation

Our board of directors has approved a compensation program for our non-employee directors, which consists of annual retainer fees and long-term equity awards. The material terms of the program are described below:

2021 Compensation of Directors

The following table sets forth compensation paid during 2021 to each of our non-employee directors:

____________

Cash Compensation

Under the program, each non-employee director will be entitled to receive an annual cash retainer of $45,000. In addition, the chairmen of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance receive annual cash retainers in the amounts of $12,500, $10,000 and $7,500, respectively. Annual retainers are paid quarterly in arrears.

Equity Compensation

In addition, under the Second Amended and Restated 2014 Incentive Award Plan (the “Incentive Award Plan”), each non-employee director who is serving on our Board of Directors as of the date of each annual meeting of stockholders, will be granted an award of restricted stock in a denominated dollar value equal to $35,000. These awards will vest on the earlier to occur of (a) the date of the annual meeting of stockholders immediately following the grant date and (b) the first anniversary of the grant date, subject in each case to continued service on our Board of Directors.

ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE

The Company and its Board of Directors are focused on building and maintaining a socially responsible and sustainable business that succeeds by delivering long-term value for our stockholders. Set forth below is an overview of the Company’s ongoing process to implement ESG strategies.

Environment–Social–Governance (ESG) at Plymouth

We continue to pursue effective environmental, social, and governance practices in pragmatic, informal ways, as an important part of our commitment to being a responsible corporate citizen. Indeed, “integrity” is one of our three founding pillars.

Increasingly, though, our stakeholders are expecting even more systemic and comprehensive ESG efforts from us, commensurate with the environmental and social challenges confronting our society.

Beginning this year, we are embarking on a more formal ESG journey. We are now working carefully to understand the expectations of our key stakeholders, conducting benchmarking, and building solid, programmatic ESG initiatives. Already, we have made significant progress, and we are excited about moving even further even faster in the years ahead. We will be publishing our first-ever full Environment-Social-Governance Report beginning next year, and we look forward to sharing our progress with all our stakeholders on an ongoing basis.

Environmentally, we have several major initiatives presently underway.

We are actively engaged in an LED lighting retrofit campaign, changing our lighting to LED. As of Q1 2022, we have converted 11.6 million square feet – 35% of our entire portfolio – to LED lighting.

We are pursuing two major sets of initiatives with our roofs: “cool roofs” and solar panels on our roofs. To date, we have already installed 12.9 million square feet of “cool roofs” – 39% of our total portfolio – as well as 1.3 million square feet of silicone roof renewals, which reduce landfill waste and decrease energy consumption up to 35%. Cool roofs are reducing the energy consumed by our tenants, lowering carbon emissions, and increasing the life span of our air conditioning units, all important environmental benefits. We also already have three major solar installations in place – a 1 megawatt system in Philadelphia, a 0.3 megawatt system in Peachtree City, Georgia, and a 1.1 megawatt system under contract for our new Portland, Maine warehouse. In Illinois, within our Chicago and St. Louis metro areas, we are excited to be currently contracting for up to 42 megawatts of solar energy.

“We have active initiatives underway across our entire portfolio in green building, energy conservation, water conservation, and solar power.”

Finally, we are implementing green building approaches both for development and renovation and for new tenant improvements. This includes efforts like our renovation of the old original Fisher Body plant – where we recovered and recycled more than 450 tons of steel and eliminated 442 old lighting fixtures and replaced them with 288 LED lights – as well as our new 68,000 square foot warehouse in Portland, Maine, which will be Green Globes certified and features a 1.1 megawatt solar installation on the roof, all LED lighting, a cool roof, water-efficient native landscaping, and low-flow plumbing fixtures.

For all our future development, renovation, and new tenant improvements, we are committed to:

Socially, we have two major focus areas: we are committed to our employees, and we are proactive about strengthening the local communities in which we operate. First and foremost, we are dedicated to our people. We have built and now actively renew an egalitarian company culture. Every one of us owns shares in the Company, part of our effort to align all our interests in the same direction, as part of our culture of respect and equality. We also champion diversity and inclusion: our General Counsel, Director of ESG, Vice President of Operations, and half our asset managers are women, as is our newest board member. Going forward, we are committed to increasing our diversity even further.

“We all have a shared stake in the company, aligned together in a culture of respect and equity.”

As a real estate organization, we are intimately aware of the importance of housing within our communities. Naturally, we have an affinity to those organizations that provide shelter and affiliated services to those in need. In the cities where we have an active presence, we provide assistance to organizations that are engaged in these efforts. Relieving pain for people who are without a home is important to us in its own right. This effort is also important though from a larger perspective, as homelessness undermines the well-being of the cities in which we operate and lowers the probabilities for robust business success for our tenants. Strengthening the health of our cities and improving the business environment is a win-win for the social sustainability to which we all aspire. We have contributed significantly over the past three years to local agencies in our 10 major markets to help them make progress in reducing homelessness.

In Governance, we are driven by our commitment to ethics and integrity. Our Code of Ethics and Business Conduct is the blue print that guides us, assuring no conflicts of interest, no anti-competitive or anti-trust behaviors, no corruption, no insider trading, and adherence to the highest of ethical standards.

Beyond our foundational commitment to integrity, we are striving for excellence in our specific governance practices. For example, we have been highly transparent with our shareholders, six of our eight board members are independent, including an independent lead director, all board committee chairs are independent, and we have designed in a wide range of best-practice shareholder rights.

“Ethics and integrity are our fundamental foundation; we are now adding more comprehensive rigor to our governance practices as we grow.”

Despite our pragmatic efforts to date, though, historically we have not done a good job of being systematic and comprehensive in our ESG work, or of reporting publicly about our ESG efforts. We are committing now both to improve the rigor and comprehensiveness of our ESG work, as well as to strengthen our reporting about it. In our view, ESG issues represent key risks and opportunities for us, and as we continue our growth, we intend to address these ESG expectations with the same commitment to excellence in execution that we have applied to all our growth to date.

A Conversation with Our CEO Jeff Witherell

ENVIRONMENT

Q. How does the way Plymouth approaches the operation of industrial facilities impact environmental sustainability?

We are making steady progress at implementing a range of significant environmental improvements in our operations. For example, in our buildings, electricity consumption is the single largest driver of environmental impact. To reduce energy usage, we are aggressively converting lighting systems to highly efficient LED units, and offering inducements to encourage our tenants to upgrade their lighting systems. After conducting feasibility studies of our portfolio properties, we also are actively pursuing installation of both “cool roofs” and rooftop solar arrays that are creating significant environmental benefits. And all our new tenant improvements now have criteria and requirements that incorporate green building considerations.

Perhaps less obviously, though, we are also making a nuanced, conscious, and important contribution to reducing global environmental impacts due to the very nature and purpose of our business. Even before the supply chain disruptions that we all saw in 2021, rising overseas production and shipping costs were leading many companies to re-shore their operations. Companies also were becoming increasingly aware that global shipping by sea and air came with rising environmental costs. Re-shoring therefore supports their own sustainability efforts, and our intentional presence in the industrial space makes us, in effect, a multiplier for those environmental impact reduction efforts.

SOCIAL

Q. Many people at first might not see a connection between industrial properties and the social dimension of ESG. How do you connect these?

We’ve always maintained that real estate is about people. Properties are managed by people. People serve tenants. People solve any issues that arise. That means that to be outstanding in operationally intensive real estate, we need to find and retain outstanding people. So we work very hard to do that. We see as our first responsibility in the “social” dimension a deep commitment to our people. We start of course with our duty to adhere to labor rights laws, support good health and safety, and be an equal opportunity employer; but for us we go far beyond that. We provide very competitive compensation and a comprehensive benefits package, including a company-paid retirement savings plan that ranks among the top 10% of U.S. companies. Going even further, all our employees are shareholders, not just stakeholders. We grant restricted stock units to all employees, supporting our efforts to align all of our interests in ways that we believe create consistent wins for them, for Plymouth, and for our investors. This culture of shared commitment is a key part of how we think about the “social” dimension of sustainability.

We also connect real estate with the “social” side of sustainability in another way, too. Homelessness is an increasing problem — an emergency — throughout the US. It is a terrible burden for homeless people themselves, of course, and it also has negative radiating effects for local businesses and for the vibrancy of our cities. Therefore, in all the cities where we have a presence, we assist organizations that provide shelter for people experiencing homelessness and help them transition to permanent housing. This is helping to build a strong web of social effectiveness that makes life richer for all of us.

GOVERNANCE

Q. How do you think about Plymouth’s governance in terms of promoting sustainability and responsibility?

Our most significant governance commitment is to operate at the highest levels of ethics and integrity. We take seriously and truly live by our Code of Ethics and Business Conduct and are deeply committed to transparency and responsiveness to our shareholders. We are proud to have earned a reputation as a shareholder-friendly company. Structurally, beyond these ethical commitments, our directors stand for election every year, six of our eight board members are independent, including all the committee chairs, and our shareholders enjoy a range of leading-edge shareholder rights. Even further, we are committed to increasing the diversity of our board. Finally, we also believe that excellent governance requires deep expertise. All our board members are exceptionally well-qualified to serve on the board of a public industrial REIT. Many of them have served on boards of other REITs. and together they possess extraordinary expertise in the industrial and logistics sectors and in property management. All the directors at the time of our IPO still serve on our board — a testament to the value we place on their ethical leadership and expert guidance as we seek to build value for our investors and our tenants.

PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2022

General

We are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountants for 2022. Although current law, rules and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain and supervise our independent registered public accountants, we view the selection of the independent registered public accountants as an important matter of stockholder concern and thus are submitting the selection of PwC for ratification by stockholders as a matter of good corporate practice.

The Audit Committee has appointed PwC to serve as our independent registered public accountants for the 2022 fiscal year. No representative of PwC is expected to participate in the Annual Meeting. PwC has served as our independent registered public accountants and audited our financial statements since June 2020.

Principal Accounting Fees and Services

The following table sets forth the aggregate fees and expenses billed to us by PwC for fiscal years 2021 and 2020.

Audit Fees are for professional services for our annual audit, reviews of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. Audit-related fees in fiscal year 2021 are for professional services associated with acquisition activities and SEC filings that include pro forma financial statements of acquired entities and services provided in connection with our public offerings in fiscal year 2021.

The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent auditors in that, under the Audit Committee charter, all auditor engagements must be approved in advance by the Audit Committee. All of the services provided to the Company by PwC during fiscal year 2021 were pre-approved by the Audit Committee.

Required Vote

The affirmative vote by a majority of the shares of common stock represented in person or by proxy and entitled to vote on this item will be required for the ratification of the appointment of PwC as our independent registered public accountants. Abstentions will be counted as represented and entitled to vote and will, therefore, have the effect of a negative vote. If our stockholders fail to ratify this appointment, the Audit Committee will reconsider whether to retain PwC and may retain that firm or another firm without resubmitting the matter to our stockholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such change would be in the best interests of the Company and our stockholders.

Our Board of Directors unanimously recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accountants for 2022.

REPORT OF THE AUDIT COMMITTEE

The information provided in this section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to its proxy regulations or to the liabilities of Section 18 of the Exchange Act. The information provided in this section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the preparation, consistency and fair presentation of the financial statements, the accounting and financial reporting process, the systems of internal control, and the procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for its assessment of the design and effectiveness of our internal control over financial reporting. Our independent registered public accountants are responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB, to obtain reasonable assurance that our consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements of the Company with U.S. generally accepted accounting principles.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, 2021 and management’s assessment of the design and effectiveness of our internal control over financial reporting as of December 31, 2021. The discussion addressed the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The committee reviewed and discussed with the independent public accountants their judgments as to the quality of our accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards including, without limitation, the results of the integrated audit of Internal Controls over Financial Reporting and matters required to be discussed by PCAOB Auditing Standard No. 16. In addition, the committee received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the PCAOB regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, discussed with the independent registered public accountants their independence from management and the Company, and considered the compatibility of non-audit services with the auditors’ independence.

The committee discussed with our independent registered public accountants the overall scope and plans for their respective audits. The committee met with the independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of the Company’s financial reporting.

In reliance upon the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in our annual report to stockholders for filing with the SEC.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, including with respect to auditor independence. Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB, that the financial statements are presented in accordance with generally accepted accounting principles or that PricewaterhouseCoopers LLP is in fact “independent”.

Audit Committee:

David G. Gaw (Chairman)
Philip S. Cottone
John W. Guinee

BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK

Directors, Executive Officers and Other Stockholders

As of April 11, 2022, we had 135 holders of record of our common stock. The following table sets forth certain information regarding the ownership of shares of our common stock as of April 11, 2022 by:

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, our common stock subject to options or other rights (as set forth above) held by that person that are currently exercisable or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and investment power. Except as indicated in the footnotes to the table below, the business address of the stockholders listed below is the address of our principal executive office, 20 Custom House Street, 11th Floor, Boston, Massachusetts 02110. As of April 11, 2022, we had 37,913,459 shares of common stock outstanding.

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EXECUTIVE OFFICERS

The name, age, position and business experience of our named executive officers, except for Messrs. Witherell and White, is listed below. Because they are also members of our Board, information about Messrs. Witherell and White appears previously under Proposal 1—Election of Directors. Our executive officers serve at the discretion of the Board and are parties to employment agreements.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of Plymouth Industrial REIT, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Martin Barber, Chair

Richard J. DeAgazio

John W. Guinee

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of the executive compensation philosophy, objectives and programs, the compensation decisions made under those programs and the factors considered by the Compensation Committee. The CD&A focuses on the compensation of our named executive officers for 2021, who were:

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As in previous years, Named Executive Officers for 2021 were awarded compensation based on policies that closely link compensation to performance. These policies, in planned combination, generate rewards for achievement of high-level Company and individual performance and discourage excessive short-term risk taking. This balance is essential to align management with the long-term interests of shareholders.

This CD&A discusses the Company, its business and individual measures used in assessing performance. These measures are discussed in the limited context of the executive compensation program. You should not interpret them as statements of the Company’s expectations or as any form of guidance. We caution you not to apply the statements or disclosures made in this CD&A in any other context.

Our Company

We focus on the acquisition ownership, management, redevelopment and development of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties, located in our target markets, which consist of primary and secondary markets, as well as select sub-markets, with access to large pools of skilled labor in the main industrial, distribution and logistics corridors of the United States. The Company is a full service, vertically integrated, self-administered and self-managed REIT. As of December 31, 2021, our portfolio consisted of 128 industrial properties comprised of 163 buildings located in 11 states with an aggregate of approximately 29.5 million rentable square feet. Our portfolio was 97.4% leased to 395 different tenants across 35 industry types as of December 31, 2021.

We intend to continue to focus on the acquisition of industrial properties located in our target markets, which we believe will provide superior and consistent cash flow returns at generally lower acquisition costs relative to replacement cost and to industrial properties in gateway markets. Further, we believe there is a greater potential for higher rates of appreciation in the value of industrial properties in our target markets relative to industrial properties in gateway markets. We believe our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flows, as well as properties where we can enhance returns through leasing, value-add renovations and ground-up development.

2021 Performance

In the context of the executive compensation program, the Compensation Committee assesses performance in two primary ways: (1) the Company’s financial and operating performance and (2) returns to shareholders over time, both on an absolute basis and relative to other companies, including the compensation peer group (see “Compensation Consultant and Benchmarking”).

The 2021 compensation decisions made by the Compensation Committee reflect strong continued alignment between pay and performance with respect to the pre-established measures and goals under the annual cash and long-term equity incentive plans and the performance and contributions of our named executive officers to the Company’s financial and operating performance during the year. In determining the incentive compensation paid to our named executive officers for 2021, the Compensation Committee evaluated the Company's performance relative to the budgeted measures and goals, but also took into consideration management’s considerable efforts and leadership in re-stabilizing the Company's operations and continuing to successfully navigate the Company through the lingering disruption of COVID-19.

While lingering effects of the pandemic affected our business during the year, our Company’s resilience and ability to adapt quickly were crucial to protecting the health and well-being of our employees, the safety of our tenants, and re-stabilizing our operations. Strong operational, financial, and strategic leadership led to an outstanding year in which the Company exceeded its budgeted financial and operational results.

This discussion of the Company, its business and its operating performance are used in assessing performance. These measures are discussed in the limited context of the executive compensation program. You should not interpret them as statements of the Company’s expectations or as any form of guidance. We caution you not to apply the statements or disclosures made in this Proxy Statement in any other context.

Compensation Policies and Practices—Good Governance

Consistent with the Company’s commitment to strong corporate governance and responsiveness to its stockholders, in 2021 the Compensation Committee maintained the following compensation policies and practices to drive performance and serve the shareholders’ long-term interests:

2021 Advisory Vote on Executive Compensation and Shareholder Engagement

An advisory vote is submitted to stockholders every three years to approve executive compensation, the most recent of which was in 2021.. Our stockholders have consistently supported our executive compensation program. Last year, nearly 92% of the voted shares supported the advisory vote on executive compensation. In addition, the Compensation Committee uses an independent compensation consultant to review the structure of our compensation program, and to assess the effectiveness of our program in aligning executive and shareholder interests. While we have consistently had strong stockholder support for our executive compensation program, the Compensation Committee continues to seek feedback from stockholders on a wide variety of issues, including executive compensation, each year.

Objectives of the Compensation Program

The Company recognizes that effective compensation strategies are critical to recruiting, incenting and retaining key employees who contribute to long-term success and thereby create value for stockholders. Accordingly, the compensation program is designed to achieve the following primary objectives:

Interests of the executive officers and stockholders are aligned by maintaining a performance-oriented environment that provides executives with the opportunity to earn market-competitive levels of cash and equity compensation for strong performance measured against key Company financial and strategic goals that create long-term stockholder value.

Compensation Mix

The executive compensation philosophy promotes a compensation mix that emphasizes variable pay and long-term stockholder value. An emphasis on incentive compensation creates greater alignment with the interests of stockholders, ensures that the business strategy is executed by decision-makers in a manner that focuses on the creation of long-term value rather than only short-term results, and encourages prudent evaluation of risks. Accordingly, the compensation structure is designed such that a significant portion of our named executive officers’ total direct compensation is in the form of equity awards granted with service-based vesting requirements.

Elements and Philosophy of the Compensation Program

For 2021, the compensation provided to executive officers consisted of the same elements generally available to non-executive officers: base salary; annual cash incentive compensation; long-term equity incentive compensation; and other perquisites and benefits.

Base Salary. The base salary payable to each named executive officer provides a fixed component of compensation that reflects the executive’s position and responsibilities. Base salary is generally targeted to approximate the competitive market median of the peer companies but may deviate from this target based on an individual’s sustained performance, contributions, leadership, experience, expertise and specific roles within the Company as compared to the benchmark data. The Compensation Committee reviews base salaries annually and may make adjustments to better match competitive market levels or to recognize an executive’s professional growth and development or increased responsibilities. The Compensation Committee also considers the success of each executive officer in developing and executing on strategic plans, exercising leadership and creating stockholder value.

In determining base salaries for our named executive officers, the Compensation Committee analyzes base salary information of the peer companies through the periodic consideration of information from REIT industry and other compensation surveys.

Annual Cash Incentive Compensation. Our named executive officers are provided with an annual opportunity to earn cash incentive awards. For each named executive officer, annual cash incentive compensation reflects the Company’s achievement of budgeted measures related to transactional, operational, financial and strategic objectives that serve as the underlying assumptions in the Company’s stated earnings guidance such as NOI and rental revenue growth, quality external growth and targeted dispositions. The Compensation Committee also considers each executive’s individual performance and the overall performance of the Company.

Long-Term Equity Incentive Compensation. The Compensation Committee and the independent members of the Board continually evaluate equity compensation in the context of the overall executive compensation program and the Company’s business needs. This process includes assessing the level of discretion permitted in evaluating the performance achieved by our named executive officers.

In addition, when assessing the weight that should be placed on discretionary and subjective measures of performance, the Compensation Committee also considers the importance of maintaining flexibility in the evaluation of long-term performance. While measuring performance relative to objective metrics is important and is a key part of the overall long-term incentive program, the Compensation Committee philosophically believes it is important to also assess more intangible accomplishments such as leadership development and overall execution of the Company’s mission and long-term strategic business plan which can include decisions that may impact the ability to meet certain objective metrics.

Unlike companies that grant equity awards on a prospective basis prior to performance, the Company’s equity compensation is retrospective in nature, such that equity awards are granted following the determination of the Company’s financial results.. Similar to annual cash incentive awards, the grant and value of equity awards are approved at the beginning of each fiscal year and determined solely by performance achieved for the past fiscal year. If threshold performance has not been achieved with respect to a performance goal for a particular performance period, the portion of the long-term equity incentive awards based on that performance goal is not granted for that period. Therefore, at the time of their grant, equity awards have been fully earned and are not subject to additional performance-based vesting requirements; however, they are subject to time-vesting criteria. To promote retention and create long-term alignment with stockholders by incentivizing each named executive officer to identify and accomplish long-term business objectives that generate value through stock price appreciation and dividend growth, these awards are then subject to a four-year vesting period.

Compensation Consultant and Benchmarking

Independent Consultant and Benchmarking: The Compensation Committee retained Ferguson Partners Consulting L.P. (“FPC”) as its independent compensation consultant to advise on matters related to compensation levels and program design. As part of this analysis, FPC provided market data and compensation practice information on the peer group companies, and advised on trends and developments in executive compensation practices and philosophies generally. At the time of engagement, the Compensation Committee reviewed independence, and determined that FPC met the independence criteria under the Compensation Committee charter and that FPC’s engagement raised no conflict of interest.

Peer group: FPC recommended and the Compensation Committee agreed that it was prudent to assess the composition of the Company’s peer group in 2021 to ensure the design and structure of the compensation program continues to be appropriate and consistent with market developments.

The Compensation Committee, in consultation with FPC, therefore strove to formulate a peer group of publicly traded companies that include the following characteristics:

As depicted above and based on the analysis and considerations provided by FPC, the following 13 companies most closely represented the characteristics noted above. In order to ensure the goals outlined above were met, the Compensation Committee evaluated both the characteristics of each individual company as well as the composition of the peer group as a whole.

Source: S&P Global Market Intelligence; market data as of October 22, 2021

Total Capitalization reflects debt, the book value of any preferred stock issued by the company or subsidiaries and the implied market capitalization

Executive Compensation Arrangements

Employment Agreements. In June 2019, the Company entered into amended and restated employment agreements with Messrs. Witherell and White. In February 2022, the Company entered into an employment agreement with Mr. Saladino, and in September 2021, the Company entered into an employment agreement with Mr. Connolly. The following is a summary of the material terms of the employment agreements.

Under the employment agreements, Mr. Witherell serves as Chief Executive Officer of the Company, Mr. White serves as President and Chief Investment Officer of the Company, Mr. Saladino serves as Chief Financial Officer of the Company and Mr. Connolly serves as the Executive Vice President/Asset Management of the Company. Each reports directly to the Board. The initial term of the employment agreements for Messrs. Witherell, White and Connolly expire on December 31, 2023, and the initial term of the employment agreement for Mr. Saladino expires on December 31, 2024. On that date, and on each subsequent one-year anniversary of such date, the term of the employment agreements will automatically be extended for one year, unless earlier terminated. Pursuant to the employment agreements, during the terms of their employment, we will nominate each of Mr. Witherell and Mr. White for election as a director.

Under the employment agreements, Messrs. Witherell, White and Connolly receive annual base salaries in the amounts reflected in the “Summary Compensation Table” below and Mr. Saladino receives a base salary of $325,000, all of which are subject to increase at the discretion of our Compensation Committee. In addition, each of Messrs. Witherell, White, Saladino and Connolly will be eligible to receive an annual discretionary cash performance bonus targeted at 100% of the executive’s then-current annual base salary. The actual amount of any such bonuses will be determined by reference to the attainment of applicable Company and/or individual performance objectives, as determined by our Compensation Committee. In connection with entering into the employment agreements and as described above, Messrs. Witherell, White and Wright were granted an award of restricted shares of our common stock. These restricted stock awards vest in four equal, annual installments on each of the first four anniversaries of the date of grant, subject to each executive’s continued service through the applicable vesting date. In addition, beginning in calendar year 2017 and for each calendar year thereafter, Messrs. Witherell, White and Connolly and beginning in calendar year 2020 Mr. Saladino have each has been eligible to receive an annual equity award, as determined by our Compensation Committee in its sole discretion. Messrs. Witherell, White, Saladino and Connolly are also eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to them and their eligible dependents at the Company’s sole expense. Each of Messrs. Witherell, White, Saladino and Connolly will accrue four weeks of paid vacation per year.

Pursuant to the terms of the employment agreements, if Mr. Witherell’s, Mr. White’s, Mr. Saladino’s or Mr. Connolly’s employment is terminated by the Company without “cause,” by the executive for “good reason” (each as defined in the applicable employment agreement) or because the Company elects not to renew the term of the employment agreement then, in addition to any accrued amounts, the executive will be entitled to receive the following:

The executive’s right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of the Company. The employment agreements also contain customary confidentiality and non-solicitation provisions.

Upon a termination of employment by reason of death or disability, the executive or his estate will be entitled to accelerated vesting of all outstanding equity awards held by the executive as of the termination date, in addition to any accrued amounts. In addition, upon a change in control of the Company (as defined in the Incentive Award Plan described below), Messrs. Witherell, White, Saladino and Connolly will be entitled to accelerated vesting of all outstanding equity awards held by such executive as of the date of the change in control. In addition, under the employment agreements, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Internal Revenue Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive receives the greater of the (a) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (b) net amount of the change in control payments and benefits without such reduction.

Change in Control Agreements. The Company entered into Change in Control Severance Agreements with each of Messrs. Witherell and White in June 2019, Mr. Saladino in December 2021 and Mr. Connolly in September 2021 (collectively, the “Change in Control Agreements”).  Each Change in Control Agreement provides that in the event the executive’s employment is terminated other than for “cause” or if the executive resigns for “good reason” (each as defined in the applicable Change in Control Agreement) following a change in control of the Company (or prior to, but in anticipation, of a change in control of the Company), the executive will be entitled to certain severance benefits, consisting of the following: an amount equal to (a) two and a half times with respect to Mr. Witherell and (b) two times with respect to Messrs. White, Saladino and Connolly the sum of (l) the executive’s annual base salary then in effect, (2) the average annual bonus earned by the executive for the two prior fiscal years (substituting target bonus in the average for any fiscal year not yet completed if fewer than two fiscal years have been completed) and (3) the average value of any annual equity awards(s) made to the executive during the prior two fiscal years; accelerated vesting of all outstanding equity awards held by the executive as of the termination date; and Company-paid continuation healthcare coverage for 18 months after the termination date. The term of each Change in Control Agreement is for a period of three years and will be automatically renewed for additional one-year periods.  The Change in Control Agreements are designed to both retain the services of the executives during the change in control process and to assure that the executives’ interests are closely aligned with the interests of the Company’s stockholders.

COMPENSATION TABLES

Summary Compensation Table

The table below sets forth the compensation paid in fiscal years 2021, 2020 and 2019 to our principal executive officer, our principal financial officer and our other two executive officers. The executive officers are referred to in this proxy statement as our named executive officers.

As discussed above under “Executive Compensation—Executive Compensation Arrangements” we provide severance benefits to each of our named executive officers.

Below is a Summary Compensation Table setting forth certain compensation that we paid our named executive.

Grants of Plan Based Awards

The following table sets forth certain information with respect to restricted stock awards granted during the year ended December 31, 2021, for each named executive officer with respect to annual bonus and long-term incentive compensation, all of which were granted under the Incentive Award Plan. No options or other securities were granted during the year ended December 31, 2021.

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Outstanding Equity Awards at 2021 Fiscal Year-End

The following table sets forth all outstanding equity awards held by each of our named executive officers at

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Awards Vested

The following table sets forth certain information with respect to restricted stock grants vested during 2021.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about shares of our common stock that may be issued under our Incentive Award Plan as of December 31, 2021.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee for substantially all of 2021 were Martin Barber (Chair), Richard J. DeAgazio and David G. Gaw (Mr. Gaw was replace by Mr. Guinee in November 2021). In 2021, no member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries or was formerly an officer of the Company or any of its subsidiaries, and no member had any relationship requiring disclosure as a related person transaction under applicable SEC regulations.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Executive Agreements

We have entered into employment agreements and change in control agreements with our executive officers, which provide for salary, bonus and other benefits, including severance upon a termination of employment under certain circumstances. The material terms of the agreements are described above under “Executive Compensation—Executive Compensation Arrangements.”

Incentive Award Plan

An aggregate of 389,873 shares of our common stock and LTIP units are available for issuance under awards granted pursuant to the Incentive Award Plan as of December 31, 2021.

Indemnification of Officers and Directors

Our charter and bylaws provide for certain indemnification rights for our directors and officers and we have entered into an indemnification agreement with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers, directors, partners, trustees, managers or members to the maximum extent permitted by Maryland law.

Review and Approval of Future Transactions with Related Persons

We have adopted and maintain a written policy for the review and approval of related party transactions requiring disclosure under Rule 404(a) of Regulation S-K. This policy provides that the nominating and corporate governance committee is responsible for reviewing and approving or disapproving all related party transactions, meaning any transaction, arrangement or relationship in which (a) the amount involved may be expected to exceed $120,000 in any fiscal year, (b) the Company will be a participant, and (c) a related person has a direct or indirect material interest. A related person will be defined as an executive officer, director or nominee for election as director, or a greater than 5% beneficial owner of our common stock, or an immediate family member of the foregoing. The policy may deem certain related party transactions to be preapproved.

Legal Proceedings

We are not aware of any current legal proceedings involving any of our directors or executive officers and either the Company or any of its subsidiaries.

STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING

At the annual meeting each year, the Board of Directors submits to stockholders its nominees for election as directors. In addition, the Board may submit other matters to the stockholders for action at the annual meeting. Stockholders may also submit proposals for action at the annual meeting.

Proposals for Inclusion in Our Proxy Statement

Stockholders interested in submitting a proposal for inclusion in our proxy materials for the 2023 annual meeting may do so by following the procedures described in Rule 14a-8 of the Exchange Act. If the 2023 annual meeting is held within 30 days of June 30, 2023, stockholder proposals must be received by Jeffrey E. Witherell at 20 Custom House Street, 11th Floor, Boston, Massachusetts 02110, no later than 5:00 p.m., Eastern Time on January 1, 2023 in order for such proposals to be considered for inclusion in the proxy statement and form of proxy relating to such meeting.

Any stockholder proposals (including recommendations of nominees for election to the Board of Directors) intended to be presented at the Company’s 2022 annual meeting, other than a stockholder proposal submitted pursuant to Exchange Act Rule 14a-8, must be received in writing at our principal executive offices no earlier than December 2, 2022, nor later than 5:00 p.m., Eastern Time on December 31, 2021, together with all supporting documentation required by our Bylaws. For more complete information on these requirements, please refer to our Bylaws.

OTHER MATTERS

As of the date of this proxy statement, management does not know of any other matters to be brought before the Annual Meeting other than those set forth herein. However, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE COMPANY. PLEASE SUBMIT A PROXY BY INTERNET OR, IF YOU REQUEST WRITTEN PROXY MATERIALS BY RETURNING A COMPLETED, SIGNED AND DATED PROXY CARD OR
VOTING INSTRUCTION FORM.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

Our Annual Report on Form 10-K is available on the investor relations webpage of our Internet website, www.plymouthreit.com.

By Order of the Board of Directors,

Jeffrey E. Witherell
Chairman of the Board
May 2, 2022