INDUSTRIAL LOGISTICS PROPERTIES TRUST, DEF 14A filed on 3/18/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Industrial Logistics Properties Trust
Entity Central Index Key 0001717307
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
The following table and footnotes summarize the total compensation we paid to our named executive officers (our “NEOs”), compensation “actually paid” to our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of our Company, the peer group total shareholder return and our net income for the past five fiscal years. We do not use any financial performance measures to link compensation actually paid to our NEOs by us to our Company’s performance. Accordingly, pursuant to the SEC rules, we have not included a “company selected measure” or the tabular list of performance measures. Please see “Compensation Discussion and Analysis—Compensation Overview” above for an explanation of why we pay our NEOs no cash compensation. For information regarding the compensation paid by RMR and RMR Inc. to our NEOs, please see the above “RMR Compensation Practices” section.
Pay Versus Performance
Year
​ ​
Summary
Compensation
Table Total for
Principal
Executive
Officer
(“PEO”)
​ ​
Compensation
Actually Paid
to PEO(1)
​ ​
Summary
Compensation
Table Total for
PEO
​ ​
Compensation
Actually Paid
to PEO(1)
​ ​
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
​ ​
Average
Compensation
Actually Paid
to Non-PEOs
NEOs(2)(3)
​ ​
Value of initial fixed $100
investment based on:
​ ​
Net
Income
(Loss)
$(000s)
​
​
Total
Shareholder
Return
​ ​
Peer Group
Total
Shareholder
Return**
​
​ ​ ​
Yael Duffy
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2025
​ ​ ​ $ 153,326 ​ ​ ​
$191,124
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​
$81,536
​ ​
$95,249
​ ​
$27.21
​ ​ ​ $ 132.25 ​ ​ ​
$(66,187)
​
2024
​ ​ ​ ​ 60,811 ​ ​ ​ ​ ​ 38,041 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 50,148 ​ ​ ​ ​ ​ 39,180 ​ ​ ​ ​ ​ 17.50 ​ ​ ​ ​ ​ 111.97 ​ ​ ​ ​ ​ (95,669) ​ ​
2023
​ ​ ​ ​ 54,984 ​ ​ ​ ​ ​ 80,210 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 16,430 ​ ​ ​ ​ ​ 22,054 ​ ​ ​ ​ ​ 22.32 ​ ​ ​ ​ ​ 135.62 ​ ​ ​ ​ ​ (107,989) ​ ​
​ ​ ​
Yael Duffy
​ ​
John Murray
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2022
​ ​ ​ ​ 56,470 ​ ​ ​ ​ ​ (124,685)* ​ ​ ​ ​ ​ 121,175 ​ ​ ​ ​ ​ (490,790)* ​ ​ ​ ​ ​ 21,064 ​ ​ ​ ​ ​ (106,492)* ​ ​ ​ ​ ​ 15.30 ​ ​ ​ ​ ​ 113.79 ​ ​ ​ ​ ​ (226,723) ​ ​
2021
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 510,225 ​ ​ ​ ​ ​ 542,690 ​ ​ ​ ​ ​ 139,754 ​ ​ ​ ​ ​ 147,803 ​ ​ ​ ​ ​ 113.30 ​ ​ ​ ​ ​ 161.96 ​ ​ ​ ​ ​ 119,682 ​ ​
​
Because our Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
​
**
Peer group total shareholder return is based on the MSCI U.S. REIT/Industrial REIT Index.
​
(1)
The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.
​
PEO Compensation Actually Paid
​
Year
​ ​
PEO Name
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock
Grant
Amount
​ ​
Year End
Fair Value
of Equity
Awards
Granted
and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in
the Same
Year, at Fair
Value as of
the Vesting
Date
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Vested
During
Applicable
Year
​ ​
Total Equity
Value
Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually
Paid to
PEO
​
​
2025
​ ​
Yael Duffy
​ ​ ​ $ 153,326 ​ ​ ​ ​ $ (149,999) ​ ​ ​ ​ $ 108,096 ​ ​ ​ ​ $ 28,231 ​ ​ ​ ​ $ 30,000 ​ ​ ​ ​ $ 21,470 ​ ​ ​ ​ $ 187,797 ​ ​ ​ ​ $ 191,124 ​ ​
(2)
The only non-PEO NEO for 2025 and 2024 is Tiffany R. Sy. The non-PEO NEOs for 2023 were Tiffany R. Sy and Brian E. Donley. The non-PEO NEOs for 2022 were Brian E. Donely and Richard W. Siedel. The only non-PEO NEO for 2021 was Richard W. Siedel.
(3)
The following table summarizes the applicable deductions and additions for the non-PEO NEO in the calculation of Compensation Actually Paid to the non-PEO NEO.
​
Average Non-PEO NEOs—Compensation Actually Paid
​
Year
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock
Grant
Amount
​ ​
Year End
Fair Value
of Equity
Awards
Granted
and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in
the Same
Year, at Fair
Value as of
the Vesting
Date
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Vested
During
Applicable
Year
​ ​
Total Equity
Value
Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually
Paid to
Non-PEO NEOs
​
​
2025
​ ​ ​ $ 81,536 ​ ​ ​ ​ $ (79,999) ​ ​ ​ ​ $ 57,649 ​ ​ ​
$13,132
​ ​ ​ $ 16,002 ​ ​ ​
$6,929
​ ​
$93,712
​ ​
$95,249
​
       
Named Executive Officers, Footnote
(2)
The only non-PEO NEO for 2025 and 2024 is Tiffany R. Sy. The non-PEO NEOs for 2023 were Tiffany R. Sy and Brian E. Donley. The non-PEO NEOs for 2022 were Brian E. Donely and Richard W. Siedel. The only non-PEO NEO for 2021 was Richard W. Siedel.
       
Peer Group Issuers, Footnote
**
Peer group total shareholder return is based on the MSCI U.S. REIT/Industrial REIT Index.
       
Adjustment To PEO Compensation, Footnote
(1)
The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.
​
PEO Compensation Actually Paid
​
Year
​ ​
PEO Name
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock
Grant
Amount
​ ​
Year End
Fair Value
of Equity
Awards
Granted
and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in
the Same
Year, at Fair
Value as of
the Vesting
Date
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Vested
During
Applicable
Year
​ ​
Total Equity
Value
Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually
Paid to
PEO
​
​
2025
​ ​
Yael Duffy
​ ​ ​ $ 153,326 ​ ​ ​ ​ $ (149,999) ​ ​ ​ ​ $ 108,096 ​ ​ ​ ​ $ 28,231 ​ ​ ​ ​ $ 30,000 ​ ​ ​ ​ $ 21,470 ​ ​ ​ ​ $ 187,797 ​ ​ ​ ​ $ 191,124 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 81,536 $ 50,148 $ 16,430 $ 21,064 $ 139,754
Non-PEO NEO Average Compensation Actually Paid Amount $ 95,249 39,180 22,054 (106,492) 147,803
Adjustment to Non-PEO NEO Compensation Footnote
(3)
The following table summarizes the applicable deductions and additions for the non-PEO NEO in the calculation of Compensation Actually Paid to the non-PEO NEO.
​
Average Non-PEO NEOs—Compensation Actually Paid
​
Year
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock
Grant
Amount
​ ​
Year End
Fair Value
of Equity
Awards
Granted
and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in
the Same
Year, at Fair
Value as of
the Vesting
Date
​ ​
Change in
Fair Value
as of Year
End of Any
Prior Year
Awards that
Vested
During
Applicable
Year
​ ​
Total Equity
Value
Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually
Paid to
Non-PEO NEOs
​
​
2025
​ ​ ​ $ 81,536 ​ ​ ​ ​ $ (79,999) ​ ​ ​ ​ $ 57,649 ​ ​ ​
$13,132
​ ​ ​ $ 16,002 ​ ​ ​
$6,929
​ ​
$93,712
​ ​
$95,249
​
       
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_capvstsr-4c.jpg]
       
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_capvsnetincome-4c.jpg]
*
Because our Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: lc_tsrilptvspeergroup-4c.jpg]        
Total Shareholder Return Amount $ 27.21 17.5 22.32 15.3 113.3
Peer Group Total Shareholder Return Amount 132.25 111.97 135.62 113.79 161.96
Net Income (Loss) $ (66,187,000) (95,669,000) (107,989,000) (226,723,000) 119,682,000
PEO Name Yael Duffy        
Yael Duffy [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 153,326 60,811 54,984 56,470
PEO Actually Paid Compensation Amount 191,124 38,041 80,210 (124,685)
John Murray [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 121,175 510,225
PEO Actually Paid Compensation Amount $ (490,790) $ 542,690
PEO | Yael Duffy [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (149,999)        
PEO | Yael Duffy [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 187,797        
PEO | Yael Duffy [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 108,096        
PEO | Yael Duffy [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 28,231        
PEO | Yael Duffy [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 30,000        
PEO | Yael Duffy [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 21,470        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (79,999)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 93,712        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 57,649        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,132        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,002        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 6,929        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards. Because the consideration of our annual share awards by our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for our Trustees), any proximity of any awards to earnings announcements or other market events is coincidental. We do not currently grant options as part of our equity compensation for our named executive officers.
Award Timing Method We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards. Because the consideration of our annual share awards by our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for our Trustees), any proximity of any awards to earnings announcements or other market events is coincidental.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares,
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true