Rexford Industrial Realty, Inc DEF 14A, filed Apr 15, 2024

Rexford Industrial Realty, Inc. (REXR)

DEF 14A 2024-04-15 For: 2024-06-11

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Added on June 12, 2026

About this DEF 14A

Rexford Industrial Realty, Inc filed this DEF 14A on April 15, 2024.

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						Substantial Value Creation Through Extensive Internal & External Growth



						Superior Growth Driven by Focus on Infill Southern California, the Highest Demand & Lowest Supply Industrial Market in the Nation



						Long-Term Value Built Upon Irreplaceable, High-Quality Portfolio



						Positioned to Create Value With a Fortress, Low-Leverage Balance Sheet



						Exceptional Resiliency & Long-Term Value Creation Fortified by Quantifiable Environmental, Social & Governance Impacts


			Letter to Shareholders			4
			Notice of 2024 Annual Meeting of Stockholders			5
			Proxy Highlights			6
			Proxy Voting Roadmap			12
			Corporate Governance and Board Matters			16

			Proposal No. 1 — Election of Directors			16

			Summary of Director Nominee Qualifications and Experience			17
			Director Nominees			18
			Board Diversity			22
			Board Evaluation and Selection			22
			Corporate Governance			24
			Director Compensation			31

			Audit Committee Matters			33

			Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm			33

			Change in Indepe n dent Regist e red Public Accounting Firm			34
			Principal Accountant Fees and Services			35
			Audit Committee Pre-Approval Policy			35
			Audit Committee Report			35

			Executive Compensation Matters			37

			Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers (“Say-On-Pay Vote”)			37

			Executive Officers			38
			Compensation Discussion and Analysis			39
			Compensation Committee Report			55
			Compensation Tables			56
			CEO Pay Ratio			64
			Pay Versus Performance			65
			Equity Compensation Plan Information			69

			Approval of the Third Amended and Restated 2013 Incentive Award Plan			70

			Proposal No. 4 — Approval of the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan			70

			Related Party and O ther Transactions I nvolving our Officers and Directors			82

			Stock Ownership			85
			Principal Stockholders			85

			Additional Information			87
			Stockholder Proposals			87
			Delivery of Proxy Materials to Households			88
			Incorporation by Reference			88
			Forward-Looking Statements			88
			Other Matters			89

			Q&A about the Annual Meeting			90

			Appendices			95
			Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures			95
			Appendix B - Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan			100


Total Shareholder Return (% Change):	1 Year(1)		2 Years(1)		5 Years(1)		Since IPO(1)
Rexford Industrial Realty, Inc.	5.6	%	(27.3	%)	111.2	%	415.3	%
Executive Compensation Peer Group Average(2)	9.7	%	(24.2	%)	26.8	%	96.5	%
Dow Jones Equity All REIT Index	11.3	%	(16.5	%)	44.5	%	99.4	%
Dow Jones U.S. Real Estate Industrial Index	21.9	%	(17.3	%)	107.4	%	298.6	%


Board Structure and Independence	Shareholder Rights	Board Oversight
•Separate Chairman and Co-CEOs •Strong Lead Independent Director •5 of 8 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, presided over by Lead Independent Director •Diverse Board with 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
•Met or spoke with shareholders representing over 83% of our common stock in 2023 •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 2023 •Double trigger vesting for new executive officers



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)



$1.0B Borrowing Capacity of unsecured revolving credit facility	15% Net Debt to Enterprise Value as of 12/31/23	$1.6B Capital Raised to Fund Acquisitions ($1.3B Equity and $0.3B Debt)




PROPOSAL NO. 1 Election of Directors			“FOR” the eight nominees




PROPOSAL NO. 2 Ratification of Independent Registered Public Accounting Firm			“FOR” the ratification of KPMG LLP




PROPOSAL NO. 3 Advisory Vote on the Compensation of the Named Executive Officers (“Say-on-Pay Vote”)			“FOR” the advisory approval of the compensation of the NEOs




PROPOSAL NO. 4 Approval of the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan			“FOR” approval of the Third Amended and Restated 2013 Incentive Award Plan




			PROPOSAL NO. 1 Election of Directors At the Annual Meeting, our stockholders will elect eight 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, 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) •Howard Schwimmer (Co-Chief Executive Officer) •Richard Ziman (Chairman of the Board of Directors)

			* 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 eight nominees listed in this Proxy Statement.



						Robert L. Antin INDEPENDENT Founder and Former Chairman, Chief Executive Officer and President, VCA Inc.
						Age: 74 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: 61 Director since: IPO			Other public company directorships: None



						Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting
						Age: 66 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: 54 Director since: December 2021 Board committees: Audit; Compensation			Other public company directorships: Essex Property Trust



						Debra L. Morris INDEPENDENT Former Executive Vice President, Chief Financial Officer, Apria, Inc.
						Age: 65 Director since: December 2020 Board committees: Audit; Compensation; Nominating and Corporate Governance			Other public company directorships: biote Corp. (Nasdaq: BTMD)



						Tyler H. Rose LEAD INDEPENDENT DIRECTOR President and Chief Financial Officer of IQHQ, Inc.
						Age: 63 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: 63 Director since: IPO			Other public company directorships: None



						Richard Ziman Chairman of the Board, Rexford Industrial Realty, Inc.
						Age: 81 Director since: IPO Board committees: None			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. 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.




			2023 Board Meetings 4 2023 Committee Meetings (Total) 8 2023 Director Attendance 100%			The Board held four regularly scheduled meetings in 2023 to review significant developments, engage in strategic planning and act on matters requiring Board approval. Each incumbent director attended 100 percent of the Board meetings and the meetings of committees on which he or she served, during the period that he or she served in 2023. The Board also acted by unanimous written consent on seven occasions.



Audit Committee Members Tyler H. Rose (Chair) Diana J. Ingram Debra L. Morris Angela Kleiman Attendance: 100% Meetings in 2023: 4 Acted by Unanimous Written Consent: 2 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 2023: 2 Acted by Unanimous Written Consent: 10 Report: Page 55						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 2023, retained Farient Advisors LLC (“Farient Advisors”) and Ferguson Partners Consulting (“Ferguson Consulting”) 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, Ferguson Consulting 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 2023: 2 Acted by Unanimous Written Consent: 3						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	149,997	269,997
Diana J. Ingram	135,000	149,997	284,997
Angela L. Kleiman	130,000	149,997	279,997
Debra L. Morris	140,000	149,997	289,997
Tyler H. Rose	150,000	149,997	299,997
Richard Ziman	175,000	149,997	324,997



In December 2021, we adopted revised stock ownership guidelines for our non-employee directors that increased their respective stock ownership requirements. Pursuant to the revised guidelines, 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), increased from the prior requirement of three times their annual cash retainer. 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 15, 2024, 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, 2024.


	Fiscal Year Ended December 31
	2023		2022
Audit Fees	$	1,391,000	$	1,482,000
Audit-Related Fees	2,000		2,000
Tax Fees	596,000		753,000
All Other Fees	—		—
Total Fees	$	1,989,000	$	2,237,000



			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, 2023, as more fully disclosed in this Proxy Statement.


Name	Position	Age
Howard Schwimmer	Co-Chief Executive Officer and Director	63
Michael S. Frankel	Co-Chief Executive Officer and Director	61
Laura Clark	Chief Financial Officer	44
David Lanzer	General Counsel and Secretary	51



Laura Clark Chief Financial Officer Age: 44						BACKGROUND •Serves 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 22 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.