Rexford Industrial Realty, Inc DEF 14A, filed Apr 8, 2026

Rexford Industrial Realty, Inc. (REXR)

DEF 14A 2026-04-08 For: 2026-05-19

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Added on June 12, 2026

About this DEF 14A

Rexford Industrial Realty, Inc filed this DEF 14A on April 8, 2026.

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			Letter to Stockholders			4
			Notice of 2026 Annual Meeting of Stockholders			5
			Proxy Highlights			6
			Corporate Governance and Board Matters			12

			Proposal No. 1 — Election of Directors			12

			Summary of Director Nominee Qualifications and Experience			13
			Director Nominees			14
			Current Director Not Standing for Reelection			17
			Board Diversity of Experience and Background			18
			Board Evaluation and Selection			18
			Corporate Governance			20
			Director Compensation			27

			Audit Committee Matters			30

			Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm			30

			Principal Accountant Fees and Services			31
			Audit Committee Pre-Approval Policy			31
			Audit Committee Report			32

			Executive Compensation Matters			33

			Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers (“Say-On-Pay Vote”)			33

			Executive Officers			34
			Compensation Discussion and Analysis			38
			Compensation Committee Report			59
			Compensation Tables			60
			CEO Pay Ratio			72
			Pay Versus Performance			73
			Equity Compensation Plan Information			77

			Approval of the Fourth Amended and Restated 2013 Incentive Award Plan			78

			Proposal No. 4 — Approval of the Fo urth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan			78

			Related Party and O ther Transactions I nvolving our Officers and Directors			90

			Stock Ownership			93
			Principal Stockholders			93


			Additional Information			95
			Stockholder Proposals			95
			Delivery of Proxy Materials to Households			96
			Incorporation by Reference			96
			Forward-Looking Statements			96
			Other Matters			97

			Q&A about the Annual Meeting			98

			Appendices			103
			Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures			103
			Appendix B - Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan			108


						Letter to Stockholders
						April 8, 2026
Our current mandate is clear: enhance the quality and resilience of our cash flows, sharpen our capital allocation discipline and drive per share FFO and NAV growth.”						Dear Fellow Stockholder: On behalf of Rexford Industrial’s Board of Directors and management team, we are pleased to share an update on the actions we are taking to advance our strategic priorities and drive long‑term stockholder value. 2025 was a transformative year for Rexford. We implemented our CEO succession plan, and the new leadership team moved decisively to reposition the Company and strengthen its foundation for durable, long‑term value creation. Our current mandate is clear: enhance the quality and resilience of our cash flows, sharpen our capital allocation discipline and drive per‑share FFO and NAV growth. In November 2025, we outlined a reformed, return‑driven strategy centered on portfolio optimization and capital recycling to capture premium valuations, reduce development exposure and mitigate cash flow risk. In 2025, we completed $218 million of dispositions, and we are targeting over $400 million in 2026. We have made significant progress executing on our reformed strategy, redeploying capital into opportunities with the highest risk‑adjusted returns including share repurchases and high-yielding repositioning and select development projects. We have also evolved our approach to operational rigor and efficiencies. We are delivering on our commitment to reduce G&A and better align executive compensation with feedback from our stockholders. G&A as a percentage of revenue is now projected to be in line with our peer average, and we are focused on further enhancing operational synergies over time. In addition, our recalibrated executive compensation metrics as well as the absolute levels of compensation are more directly in alignment with the returns we deliver to you, our stockholders. Our confidence in Rexford is grounded not only in the actions we are taking today, but in the enduring strength of our value creation platform and the infill Southern California market. We own a high‑quality, well‑located portfolio supported by the deep operating expertise of our Rexford team and increasing barriers to supply. Southern California remains one of the nation’s most dynamic and economically diverse regions, underpinned by a highly skilled workforce and a resilient local consumption base that has consistently driven strong, diverse tenant demand. We believe Rexford is exceptionally well positioned to capture demand, unlocking opportunities to create value for our stockholders now and into the future. As we look ahead, we are focused on positioning Rexford to generate outsized per-share FFO and NAV growth, enhancing our portfolio resilience and delivering stockholder value. I want to acknowledge our exceptional Rexford team for their dedication and execution, which continues to strengthen our platform and competitive advantage. I invite you to attend our Annual Meeting of Stockholders on Tuesday, May 19, 2026 at 9:00 a.m. (Pacific Time), which will be held in a virtual-only meeting format via live audio webcast. The notice of meeting and Proxy Statement that follow describe the business we will consider at the meeting. We hope you can join the virtual Annual Meeting. Regardless of your attendance, your vote remains very important to us. We appreciate the continued trust and support from our stockholders as we enter this next chapter at Rexford. Sincerely yours, LAURA CLARK Chief Executive Officer



2.2M SF Stabilized 21 repositioning/development projects with $798M total investment	$39M Leased Annualized Cash NOI associated with leases executed in 2025 for repositioning/ development projects	$218M 7 Dispositions comprised of 590K square feet of buildings	$250M Share Repurchases (reflects recycling of $218M disposition proceeds)


Board Structure and Independence	Stockholder Rights	Board Oversight
•Separate Independent Chairman and CEO •6 of 7 directors up for re-election are independent; Audit, Compensation and Nominating and Corporate Governance Committees each entirely comprised of independent directors •Executive sessions of independent directors held at every regular Board and committee meeting, with Chairman presiding over executive sessions of Board, Audit and Nominating and Corporate Governance Committees •Diverse Board experience and backgrounds •No familial relationships among Board members	•Annual election of directors •Majority voting for directors •Annual Say-on-Pay Advisory Vote •Stockholders satisfying the SEC Rule 14a-8 stock ownership levels (currently $2,000 to $25,000, depending on holding period) can propose amendments to our bylaws •No “poison pill” in effect	•Structured oversight of the Company’s corporate strategy and risk management •Corporate responsibility (ESG) strategy and initiatives and ethics and compliance program oversight by Nominating and Corporate Governance Committee •Climate change and cybersecurity oversight by Audit Committee •Annual self-assessment of Board and Board committee performance •Human capital management oversight by the Board


Accountability and Governance Practices			Executive Compensation
•Reached out to stockholders representing 89% of our common stock in 2025 •Met or spoke with stockholders representing over 86% of our common stock in 2025 •Stock ownership policy for directors and senior management •Prohibition of hedging and pledging Company stock by officers and directors •Robust Code of Business Conduct and Ethics for directors, officers and employees			•Annual incentives for NEOs largely based on corporate financial results •Long term incentives for NEOs based on total shareholder return on a relative basis •SEC and NYSE compliant clawback policy for officers •Double trigger change in control vesting for prospective equity awards



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



Rexford Industrial Realty, Inc. (Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



$219.8M 2025 Net Income	2.6% Core FFO Per Diluted Share Growth for FY 2025	4.3% Same Property Portfolio Cash NOI Growth for FY 2025



10.4M Square Feet of New and Renewal Leasing Activity	23.4% Net Effective Releasing Spreads	3.6% Average Embedded Rent Steps in Executed Leases




			PROPOSAL NO. 1 Election of Directors The Board currently consists of nine directors. Michael Frankel and Howard Schwimmer will not stand for re-election to the Board and will retire from the Board at the end of their current term. As a result, and effective as of the Annual Meeting, the size of the Board will be reduced to seven directors. At the Annual Meeting, our stockholders will elect seven directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. •The Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. •In nominating candidates, the Board considers a diversified membership in the broadest sense. •The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Rexford Industrial Realty, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires.

			•Robert L. Antin* •Laura Clark (Chief Executive Officer) •Diana J. Ingram* •Angela L. Kleiman*			•Debra L. Morris* •Tyler H. Rose* (Chairman of the Board) •David P. Stockert*

			* Independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards. Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.



			The Board of Directors unanimously recommends that the stockholders vote “FOR” the seven nominees listed in this Proxy Statement.



						Robert L. Antin INDEPENDENT Founder and Former Chairman, Chief Executive Officer and President, VCA Inc.
						Age: 76 Director since: IPO Board committees: Compensation (Chair)			Other public company directorships: B. Riley Financial (NASDAQ: RILY);



						Laura Clark Chief Executive Officer, Rexford Industrial Realty, Inc.
						Age: 46 Director since: November 2025			Other public company directorships: None



						Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting
						Age: 68 Director since: April 2018 Board committees: Nominating and Corporate Governance (Chair); Audit			Other public company directorships: None



						Angela L. Kleiman INDEPENDENT President and Chief Executive Officer, Essex Property Trust
						Age: 56 Director since: December 2021 Board committees: Audit; Compensation			Other public company directorships: Essex Property Trust



						Debra L. Morris INDEPENDENT Former President, AccessHope, LLC
						Age: 67 Director since: December 2020 Board committees: Compensation; Nominating and Corporate Governance			Other public company directorships: biote Corp. (Nasdaq: BTMD) Progyny, Inc. (Nasdaq: PGNY)



						Tyler H. Rose INDEPENDENT CHAIRMAN OF THE BOARD Former President and Chief Financial Officer of IQHQ, Inc.
						Age: 65 Director since: February 2015 Board committees: Audit (Chair); Nominating and Corporate Governance			Other public company directorships: None



						David P. Stockert INDEPENDENT General Partner of Sweetwater Opportunity Funds
						Age: 63 Director since: January 2026 Board committees: Audit			Other public company directorships: Mid-America Apartment Communities, Inc. (NYSE: MAA)




						Selection by Board
						The Board will evaluate and select director nominees based on the recommendations by the Nominating and Corporate Governance Committee, including additional interviews if appropriate.




			2025 Board Meetings 9 2025 Committee Meetings (Total) 9 2025 Director Attendance 96.6%			The Board held four regularly scheduled meetings and five special meetings and eight independent director executive session meetings in 2025 to review significant developments, engage in strategic and succession planning and act on matters requiring Board approval. Each incumbent director attended 100 percent of the regularly scheduled Board meetings and the meetings of committees on which he or she served, during the period that he or she served in 2025. The Board also acted by unanimous written consent on 11 occasions.



Audit Committee Members Tyler H. Rose (Chair) Diana J. Ingram Angela Kleiman David P. Stockert Attendance: 100% Meetings in 2025: 4 Acted by Unanimous Written Consent: 2 Report: Page 32						We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to: •our accounting and financial reporting processes; •the integrity of our consolidated financial statements and financial reporting process; •our disclosure controls and procedures and internal control over financial reporting; •our compliance with financial, legal and regulatory requirements; •the evaluation of the qualifications, independence and performance of our independent registered public accounting firm; •the performance of our internal audit function; and •our overall risk profile. The 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 is also responsible for the Audit Committee report included in this Proxy Statement. Our Board has determined that each of our Audit Committee members is “financially literate” as that term is defined by NYSE corporate governance listing standards. We have further determined that each of Mr. Rose, Ms. Kleiman and Mr. Stockert qualify as an “audit committee financial expert” and Ms. Ingram qualifies as “financially literate” as those terms are defined by applicable SEC regulations and NYSE corporate governance listing standards.



Compensation Committee Members Robert L. Antin (Chair) Debra L. Morris Angela Kleiman Attendance: 100% Meetings in 2025: 3 Acted by Unanimous Written Consent: 7 Report: Page 59						We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: •reviewing and approving, at least annually, the performance goals and objectives relevant to our Former Co-CEOs’ compensation, evaluating our Former Co-CEOs’ performance in light of such goals and objectives and determining and approving the remuneration of our Former Co-CEOs based on such evaluation; •reviewing and approving the compensation of all of our other officers; •reviewing our executive compensation policies and plans; •implementing and administering our incentive compensation equity-based remuneration plans; •assisting management in complying with our Proxy Statement and annual report disclosure requirements; •producing a report on executive compensation to be included in our annual Proxy Statement (if required); and •reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee has the authority to retain legal and other advisors, to the extent it deems necessary or appropriate, and, during 2025, retained Ferguson Partners Consulting (“FPC”) as independent compensation consultants to provide the Compensation Committee with advice and guidance on the design and implementation of the Company’s executive compensation programs. Additional information concerning FPC and the services provided is set forth under “Executive Compensation—Compensation Discussion and Analysis.”



Nominating and Corporate Governance Committee Members Diana J. Ingram (Chair) Debra L. Morris Tyler H. Rose Attendance: 100% Meetings in 2025: 2 Acted by Unanimous Written Consent: 3						We have adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Nominating and Corporate Governance Committee, including: •identifying and recommending to the full Board qualified candidates for election as directors to fill vacancies on the Board or at any annual meeting of stockholders; •developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines; •reviewing and making recommendations on matters involving the general operation of the Board, including Board size and composition, and committee composition and structure; •recommending to the Board nominees for each committee of the Board of Directors; •facilitating the annual assessment of the Board’s performance as a whole and of the individual directors, as required by applicable law, regulations and NYSE corporate governance listing standards; •overseeing the Board’s evaluation of the performance of management; and •oversight of the Board’s evaluation of the ESG Committee, which oversight role was established pursuant to Board action.


BOARD SERVICE ANNUAL PAYMENTS CASH/EQUITY	ADDITIONAL ANNUAL CASH RETAINERS

	$75,000	Chairman of the Board
	$25,000	Lead Independent Director
	$30,000	Audit Committee Chair
	$20,000	Audit Committee Member
	$22,500	Compensation Committee Chair
	$10,000	Compensation Committee Member
	$22,500	Nominating and Governance Committee Chair
	$10,000	Nominating and Governance Committee Member


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	Total ($)
Robert L. Antin	122,500	169,967	292,467
Diana J. Ingram	142,500	169,967	312,467
Angela L. Kleiman	130,000	169,967	299,967
Debra L. Morris	140,000	169,967	309,967
Tyler H. Rose	193,915	169,967	363,882
Richard Ziman(4)	74,519	—	74,519



Our non-employee directors are required to hold a number of shares of Company stock having a market value equal to or greater than five times their annual cash retainer (not including any additional committee retainers, and/or lead independent director or chairman of the board retainers). Our current non-employee directors have until December 31, 2026 to achieve these stock ownership requirements or, in the case of a new non-employee director, five years from his or her initial election to the Board. As of April 8, 2026, all our non-employee directors satisfied the stock ownership guidelines or had time remaining under the five-year period since first becoming a director to acquire the applicable level of ownership.						DIRECTOR STOCK OWNERSHIP GUIDELINES 5x Annual cash retainer



			Our Board of Directors recommends a vote “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.


	Fiscal Year Ended December 31
	2025		2024
Audit Fees	$	948,000	$	1,060,000
Audit-Related Fees	53,000		38,000


Total Fees	$	1,001,000	$	1,098,000



			Our Board of Directors unanimously recommends that stockholders vote “FOR” the advisory resolution approving the compensation of the named executive officers for the fiscal year ended December 31, 2025, as more fully disclosed in this Proxy Statement.


Name	Role During Fiscal Year 2025	Role Effective April 1, 2026	Age
Howard Schwimmer	Co-Chief Executive Officer and Director	Former Co‑Chief Executive Officer; Director through May 2026 Annual Meeting	65
Michael S. Frankel	Co-Chief Executive Officer and Director	Former Co‑Chief Executive Officer; Director through May 2026 Annual Meeting	63
Laura Clark	Chief Operating Officer and Director(1)	Chief Executive Officer and Director	46
Michael Fitzmaurice	Chief Financial Officer	Chief Financial Officer	47
David Lanzer	General Counsel and Secretary	General Counsel and Secretary	53
John Nahas(2)	Managing Director of Operations and Asset Management (not an NEO)	Chief Operating Officer	43




Howard Schwimmer Former Co-Chief Executive Officer Age: 65						BACKGROUND •Served as our Co-Chief Executive Officer through March 31, 2026, and will continue to serve as a Board member until the conclusion of the Annual Meeting on May 19, 2026. •Served as Co-Founder and Senior Managing Partner of Rexford predecessor business since December 2001 and President of one of the management companies acquired as part of Rexford formation transactions. •Served at various times as manager, executive vice president and broker of record for DAUM Commercial Real Estate from 1983-2001. •Over forty-year professional career dedicated entirely and exclusively to Southern California infill industrial real estate, including its acquisition, value-add improvement, management, sales, leasing and disposition. •Extensive experience forming private and public real estate investment companies, managing real estate brokerage offices, serving on private, public and charitable boards and acquiring, repositioning, developing, leasing, selling and adding value to over 50 million square feet of industrial properties in Southern California. •Serves on the USC Lusk Center Real Estate Leadership Council, is a former Board Chair of USC Hillel, and is the former Chair of the Los Angeles Jewish Federation, Real Estate Principals Organization. •Licensed California real estate broker. EDUCATION •Bachelor’s degree from the University of Southern California majoring in business with an emphasis in real estate finance and development.




Michael S. Frankel Former Co-Chief Executive Officer Age: 63						BACKGROUND •Served as our Co-Chief Executive Officer through March 31, 2026, and will continue to serve as a Board member until the conclusion of the Annual Meeting on May 19, 2026. •Served as Chief Financial Officer of one of the management companies acquired as part of our formation transactions and as Managing Partner of Rexford Industrial LLC and Rexford Sponsor LLC. •Career includes 21 years co-managing our predecessor and current businesses, which have exclusively focused on investing in infill Southern California industrial real estate. •Prior to Rexford: ◦Served with LEK Consulting, providing strategic advisory services to several of the world’s leading investment institutions. ◦Responsible for investments at the private equity firm “C3,” a subsidiary of the Comcast Corporation (NASD: CMCSA). ◦Vice President at Melchers & Co., a European-based firm, responsible for Melchers’ U.S.-Asia operations, principally based in Beijing. •Substantial international experience working in China, Southeast Asia and France, and speaks Mandarin and French. •Licensed real estate broker in the state of California and a member of the Urban Land Institute. •Serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. EDUCATION •Bachelor of Arts degree in political economy from the University of California at Berkeley. •Master of Business Administration from the Harvard Business School.




Laura Clark Chief Executive Officer Age: 46						BACKGROUND •Serves as our Chief Executive Officer since April 2026, after serving as our Chief Operating Officer since November 2024 and as our Chief Financial Officer since September 2020. Serves as a member of the Board since November 2025. •Served as Senior Vice President, Capital Markets at Regency Centers, (NASDAQ: REG) a publicly traded retail real estate investment trust and S&P 500 Index member from 2017-2020 and Vice President, Financial Services from 2012-2017, overseeing all operational analysis, budgeting and reporting for the West region portfolio. •Prior roles include institutional sales and equity research at Green Street Advisors, Vice President, Capital Markets at Iron Tree Capital and Vice President at Inland Capital Markets Group. •Brings to the Company 25 years of finance, accounting, real estate and operations experience. Serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. EDUCATION •Bachelor of Science degree in finance from DePaul University Chicago. •Master of Business Administration degree from Ball State University. •Holds the Chartered Financial Analyst (CFA) designation.




Michael Fitzmaurice Chief Financial Officer Age: 47						BACKGROUND •Serves as our Chief Financial Officer since November 2024. •Served as Executive Vice President and Chief Financial Officer at RPT Realty, a publicly traded REIT acquired by Kimco Realty Corporation in January 2024, from 2018 to 2024. •Served as Senior Vice President of Finance at Retail Properties of America, Inc., (NYSE: RPAI) a publicly traded retail shopping center REIT from 2017 to 2018, after serving as Vice President of Capital Markets & Investor Relations in 2017 and Vice President of Finance from 2012 to 2017. •Spent 13 years at S&P 500 companies General Growth Properties and Equity Office Properties with growing responsibility in various finance, capital markets, investment and accounting roles. •Brings to the Company 26 years of real estate, finance, accounting, investments and operations experience. EDUCATION •Bachelor of Science degree in finance from the University of Illinois at Chicago.




David E. Lanzer General Counsel and Secretary Age: 53						BACKGROUND •Serves as our General Counsel and Secretary since March 2016. •Served as First Vice President and Senior Counsel of Prologis, Inc. (NYSE: PLD), the world’s largest industrial real estate investment trust from 2010-2016. •Served as Vice President and Deputy General Counsel and a Market Officer at Lauth Group, Inc., a privately held, national development and construction firm that has developed industrial, office, retail and healthcare projects across the United States from 2002-2009. •Began legal career as an attorney with the Indianapolis law firm of Wooden & McLaughlin LLP. •Brings to the Company 28 years of real estate and legal experience. EDUCATION •Bachelor of Arts, with distinction, in Political Science at Purdue University, West Lafayette. •Doctor of Jurisprudence at Indiana University, Bloomington.