Rexford Industrial Realty, Inc DEF 14A, filed Apr 14, 2025

Rexford Industrial Realty, Inc. (REXR)

DEF 14A 2025-04-14 For: 2025-06-03

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Added on June 12, 2026

About this DEF 14A

Rexford Industrial Realty, Inc filed this DEF 14A on April 14, 2025.

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			Letter to Shareholders			4
			Notice of 2025 Annual Meeting of Stockholders			5
			Proxy Highlights			6
			Corporate Governance and Board Matters			14

			Proposal No. 1 — Election of Directors			14

			Summary of Director Nominee Qualifications and Experience			15
			Director Nominees			16
			Current Director Not Standing for Reelection			19
			Board Diversity of Experience and Background			20
			Board Evaluation and Selection			20
			Corporate Governance			22
			Director Compensation			29

			Audit Committee Matters			32

			Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm			32

			Principal Accountant Fees and Services			33
			Audit Committee Pre-Approval Policy			33
			Change in Independent Registered Public Accounting Firm			34
			Audit Committee Report			35

			Executive Compensation Matters			36

			Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers (“Say-On-Pay Vote”)			36

			Executive Officers			37
			Compensation Discussion and Analysis			39
			Compensation Committee Report			58
			Compensation Tables			59
			CEO Pay Ratio			68
			Pay Versus Performance			69
			Equity Compensation Plan Information			73





			Related Party and O ther Transactions I nvolving our Officers and Directors			74

			Stock Ownership			77
			Principal Stockholders			77
			Delinquent Section 16(a ) Reports			78

			Additional Information			79
			Stockholder Proposals			79
			Delivery of Proxy Materials to Households			80
			Incorporation by Reference			80
			Forward-Looking Statements			80
			Other Matters			81

			Q&A about the Annual Meeting			82

			Appendices			87
			Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures			87



$285.9M 2024 Net Income (increase of 15% from 2023)	6.8% Core FFO Per Diluted Share Growth for FY 2024	$711.8M 2024 Consolidated NOI (increase of 17% from 2023)	7.1% Same Property Portfolio Cash NOI Growth for FY 2024



8.1M Square Feet of New and Renewal Leasing Activity	38.9% Net Effective Releasing Spreads	4.0% Average Embedded Rent Steps in Executed Leases	77.2% Net Operating Income Margin



37.0% 5-Year Net Income CAGR(1)	15.4% 5-Year Core FFO Per Diluted Share CAGR(1)(2)	29.9% 5-Year Consolidated NOI CAGR(1)(2)	18.0% 5-Year Dividend per Share CAGR(3)



CATEGORY			IMPLEMENTED CHANGES

No annual increases to compensation			•No increases to Target Compensation for the Co-CEOs. •No salary increases for the Co-CEOs for 2024 or for 2025. •No increases to 2024 or 2025 Bonus Opportunities for all NEOs.


Hold period for service-vesting LTIP Units			•Beginning with awards granted in 2025, added a one-year post-vesting holding period to service vesting LTIP Units.


Structure of long-term incentive (“LTI”) awards			•Reduced maximum payout under LTIP structure from 300% to 275%. •Streamlined the LTIP primary performance metrics to only include relative TSR and Core FFO per diluted share growth, and reduced maximum payout percentage under these metrics from 300% to 225%. •Added an absolute TSR modifier that may adjust LTI payouts, including a reduction of 25 percentage points if absolute TSR is negative.


Other considerations			•Removed largest peers from our Executive Compensation Peer Group. •Increased formulaic components of 2025 Annual Cash Incentive awards to 80% of potential payout. •Enhanced CD&A transparency and disclosure.



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)



$1.5B Investments comprised of 4.6 million square feet of buildings on 218 acres	826K SF Stabilized 10 repositioning/redevelopment projects	7.5% Weighted average unlevered stabilized yield for 10 repositioning/redevelopment projects



$1.5B Total Liquidity as of 12/31/24 ($995M Revolving Credit Facility, $475M Forward Equity Proceeds for Settlement, and $56M Cash)	26.5% Net Debt to Enterprise Value as of 12/31/24	$2.0B Capital Raised ($841M Forward Equity Offering and $1.15B Exchangeable Notes)


Board Structure and Independence	Shareholder Rights	Board Oversight
•Separate Chairman and Co-CEOs •Strong Lead Independent Director, Tyler Rose, whom the Nominating and Corporate Governance Committee has nominated to serve as Independent Chairman following Annual Meeting, subject to formal Board appointment •5 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 Lead Independent Director presiding over executive sessions of Board, Audit and Nominating and Corporate Governance Committees •Diverse Board experience and backgrounds, including three female directors and two racially/ethnically diverse directors •No familial relationships among Board members	•Annual election of directors •Majority voting for directors •Annual Say-on-Pay Advisory Vote •Shareholders satisfying the SEC Rule 14a-8 stock ownership levels ($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 shareholders representing 94% of our common stock in 2024 •Met or spoke with shareholders representing over 67% of our common stock in 2024 •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 largely based on total shareholder return on an absolute and relative basis •ESG compensation component in annual incentive program for NEOs •SEC and NYSE compliant clawback policy for officers •No NEO “special grants” in 2024 (other than the restricted stock award granted to Michael Fitzmaurice in connection with the commencement of his employment as Chief Financial Officer in November 2024) •Double trigger change in control vesting for new executive officers




			PROPOSAL NO. 1 Election of Directors The Board currently consists of eight directors. Current Chairman of the Board and director Richard Ziman provided notice to the Company of his decision not to stand for re-election to the Board and to retire from his role on the Board at the end of his current term. Mr. Ziman’s decision was not a result of any disagreement with the Company on any matter relating to its operations, policies and practices. 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. Additionally, the Board, at the recommendation of the Nominating and Governance Committee, elected Tyler Rose to succeed Mr. Ziman as the Chairman of the Board, subject to Mr. Rose’s re-election to the Board at the Annual Meeting. •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, including persons diverse in experience, gender and ethnicity. •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* •Michael S. Frankel (Co-Chief Executive Officer) •Diana J. Ingram* •Angela L. Kleiman*			•Debra L. Morris* •Tyler H. Rose*+ (Lead Independent Director/Expected Chairman) •Howard Schwimmer (Co-Chief Executive Officer)

			* Independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards. + The Board has approved the appointment of Mr. Rose to serve as Chairman of the Board effective after the Annual Meeting, subject to the election of the seven directors set forth in this Proposal No. 1. 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: 75 Director since: IPO Board committees: Compensation (Chair)			Other public company directorships: B. Riley Financial (NASDAQ: RILY);



						Michael S. Frankel Co-Chief Executive Officer, Rexford Industrial Realty, Inc.
						Age: 62 Director since: IPO			Other public company directorships: None



						Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting
						Age: 67 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: 55 Director since: December 2021 Board committees: Audit; Compensation			Other public company directorships: Essex Property Trust



						Debra L. Morris INDEPENDENT President, AccessHope
						Age: 66 Director since: December 2020 Board committees: Audit; Compensation; Nominating and Corporate Governance			Other public company directorships: biote Corp. (Nasdaq: BTMD) Progyny, Inc. (Nasdaq: PGNY)



						Tyler H. Rose LEAD INDEPENDENT DIRECTOR President and Chief Financial Officer of IQHQ, Inc.
						Age: 64 Director since: February 2015 Board committees: Audit (Chair); Nominating and Corporate Governance			Other public company directorships: None



						Howard Schwimmer Co-Chief Executive Officer, Rexford Industrial Realty, Inc.
						Age: 64 Director since: IPO			Other public company directorships: None




						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.




			Our Corporate Governance Guidelines provide that if the Chairman is not an Independent Director, the Board may annually appoint from amongst the Independent Directors a Lead Independent Director. Mr. Rose is currently our Lead Independent Director and brings to this role considerable skills and experience, as described above in his background section. The role of our Lead Independent Director is designed to further promote the independence of our Board and appropriate oversight of management and to facilitate free and open discussion and communication among the Independent Directors. Subject to the annual meeting election of directors results, the Board approved the appointment of current lead independent director Tyler Rose to serve as the Chairman of our Board. At such time, the Chairman will be an independent director, and a Lead Independent Director will not be appointed. The responsibilities of our Lead Independent Director are clearly delineated in our Corporate Governance Guidelines and include: •Advise on Board agenda, meeting materials and informational needs overseeing the conduct of the Company's business and evaluating whether the Company's business is being properly managed; •Advise on information flow to the Board between regular meetings, including the scope, quality, quantity and timeliness of such information; •Call and preside over executive sessions of the independent directors of the Board; •Communicate feedback from executive sessions of the independent directors of the Board to management and the Chair of the Board; and •Perform such other duties as the Board may delegate from time to time. We believe this current leadership structure with a Chairman and a Lead Independent Director enhances our Board’s ability to provide insight and direction on important strategic initiatives and, at the same time, promotes effective and independent oversight of management and our business.




			2024 Board Meetings 5 2024 Committee Meetings (Total) 13 2024 Director Attendance 97.5%			The Board held four regularly scheduled meetings and one special meeting in 2024 to review significant developments, engage in strategic 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 2024. The Board also acted by unanimous written consent on nine occasions.



Audit Committee Members Tyler H. Rose (Chair) Diana J. Ingram Debra L. Morris Angela Kleiman Attendance: 100% Meetings in 2024: 4 Acted by Unanimous Written Consent: 3 Report: Page 35						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 Ms. Morris 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 2024: 7 Acted by Unanimous Written Consent: 5 Report: Page 58						We 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 Co-Chief Executive Officers’ compensation, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration of our Co-Chief Executive Officers 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 2024, retained Farient Advisors LLC (“Farient Advisors”) and 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 Farient Advisors, 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 2024: 2 Acted by Unanimous Written Consent: 2						We 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.


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	Total ($)
Robert L. Antin	120,000	149,991	269,991
Diana J. Ingram	140,000	149,991	289,991
Angela L. Kleiman	130,000	149,991	279,991
Debra L. Morris	140,000	149,991	289,991
Tyler H. Rose	150,000	149,991	299,991
Richard Ziman	175,000	149,991	324,991



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 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 14, 2025, 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, 2025.


	Fiscal Year Ended December 31
	2024		2023
Audit Fees	$	1,060,000	$	1,341,000
Audit-Related Fees	38,000		52,000
Tax Fees	—		596,000

Total Fees	$	1,098,000	$	1,989,000



			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, 2024, as more fully disclosed in this Proxy Statement.


Name	Position	Age
Howard Schwimmer	Co-Chief Executive Officer and Director	64
Michael S. Frankel	Co-Chief Executive Officer and Director	62
Laura Clark	Chief Operating Officer(1)	45
Michael Fitzmaurice	Chief Financial Officer(1)	46
David Lanzer	General Counsel and Secretary	52



Laura Clark Chief Operating Officer Age: 45						BACKGROUND •Serves as our Chief Operating Officer since November 2024 after serving as our Chief Financial Officer since September 2020. •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. •Holds the Chartered Financial Analyst (CFA) designation. •Brings to the Company 23 years of finance, accounting, real estate and operations experience. EDUCATION •Bachelor of Science degree in finance from DePaul University Chicago. •Master of Business Administration degree from Ball State University.



Michael Fitzmaurice Chief Financial Officer Age: 46						BACKGROUND •Serves as our Chief Financial Officer since November 18, 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 - 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 25 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 Lanzer General Counsel and Secretary Age: 52						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 27 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.