Rexford Industrial Realty, Inc DEF 14A, filed Apr 17, 2023

Rexford Industrial Realty, Inc. (REXR)

DEF 14A 2023-04-17

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Added on June 12, 2026

About this DEF 14A

Rexford Industrial Realty, Inc filed this DEF 14A on April 17, 2023.

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						Strongest Industrial Market Opportunity



						Irreplaceable Portfolio



						Superior Cash Flow Growth Through Value Creation



						Low-Leverage Balance Sheet and Substantial Liquidity



						ESG Purpose Drives Long-Term Value


			Letter to Shareholders						4
			Notice of 2023 Annual Meeting of Stockholders						5
			Proxy Highlights						6
			Proxy Voting Roadmap						11
			Corporate Governance and Board Matters						15

			Proposal No. 1 — Election of Directors						15

			Summary of Director Nominee Qualifications and Experience						16
			Director Nominees						17
			Board Diversity						21
			Board Evaluation and Selection						21
			Corporate Governance						23
			Director Compensation						30

			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
			Audit Committee Report						33

			Executive Compensation Matters						35

			Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers (“Say-On-Pay Vote”)						35

			Executive Officers						36
			Compensation Discussion and Analysis						37
			Compensation Committee Report						53
			Compensation Tables						54
			CEO Pay Ratio						62
			Pay Versus Performance						63
			Equity Compensation Plan Information						67

			Related Party and other Transactions involving our Officers and Directors						68

			Stock Ownership						71
			Principal Stockholders						71

			Additional Information						73
			Stockholder Proposals						73
			Delivery of Proxy Materials to Households						74
			Incorporation by Reference						74
			Forward-Looking Statements						74
			Other Matters						75

			Q&A about the Annual Meeting						76

			Appendices						81
			Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures						81



$1.0B Borrowing Capacity of unsecured revolving credit facility (upsized from $700M)	14.9% Net Debt to Enterprise Value as of 12/31/22	$2.5B Capital Raised to Fund Acquisitions ($1.8B Equity and $0.7B Debt)	BBB+/Baa2/BBB+ Credit ratings upgrades (S&P/Moody’s/Fitch)


Total Shareholder Return (% Change):	1 Year(1)		2 Years(1)		5 Years(1)		Since IPO(1)
Rexford Industrial Realty, Inc.	(31.2	%)	15.5	%	106.4	%	388.0	%
Executive Compensation Peer Group Average(2)	(34.8	%)	(11.9	%)	11.7	%	82.8	%
Dow Jones Equity All REIT Index	(25.0	%)	5.9	%	24.5	%	79.4	%
Dow Jones U.S. Real Estate Industrial Index	(32.2	%)	4.0	%	63.9	%	227.1	%


GENDER			ETHNICITY/RACE




AGE			TENURE (YEARS)



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)



The value we create for our tenants, shareholders and communities is directly linked to our culture of inclusion. We empower employees to bring their best selves to work and to provide feedback on the direction of our business. In 2021, we increased gender diversity to over 30% on our board of directors. The Board includes three women and two members of underrepresented communities, enabling more effective governance through enhanced expertise and perspectives.


Our hiring practices are connected with our ability to build a strong, diverse workforce. We have formalized our policy around diverse candidate slates and enhanced engagement with underrepresented communities through various avenues including jobs postings focused on enhancing our professional diversity network. This resulted in exceeding our goal to include a minimum 20% diverse candidate slate for every open position. Additional details regarding our employee population and EEO-1 data can be found on our corporate website.



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



PROPOSAL NO. 2 Ratification of Independent Registered Public Accounting Firm			“FOR” the ratification of Ernst & Young 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



						Robert L. Antin INDEPENDENT Founder and Former Chairman, Chief Executive Officer and President, VCA Inc.
						Age: 73 Director since: IPO Board committees: Compensation (Chair)			Other public company directorships: B. Riley Financial (NASDAQ: RILY); Heska Corporation (NASDAQ: HSKA)



						Michael S. Frankel Co-Chief Executive Officer, Rexford Industrial Realty, Inc.
						Age: 60 Director since: IPO			Other public company directorships: None



						Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting
						Age: 65 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: 53 Director since: December 2021 Board committees: Audit; Compensation			Other public company directorships: None



						Debra L. Morris INDEPENDENT Former Executive Vice President, Chief Financial Officer, Apria, Inc.
						Age: 64 Director since: December 2020 Board committees: Audit; Compensation			Other public company directorships: biote Corp. (Nasdaq: BTMD)



						Tyler H. Rose LEAD INDEPENDENT DIRECTOR Former President, Kilroy Realty Corporation
						Age: 62 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: 62 Director since: IPO			Other public company directorships: None



						Richard Ziman Chairman of the Board, Rexford Industrial Realty, Inc.
						Age: 80 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.



						The Board held four regularly scheduled meetings in 2022 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 2022. The Board also acted by unanimous written consent on three occasions.
			2022 Board Meetings 4 2022 Committee Meetings (Total) 9 2022 Director Attendance 100%



Audit Committee Members Tyler H. Rose (Chair) Diana J. Ingram Debra L. Morris Angela Kleiman Attendance: 100% Meetings in 2022: 4 Acted by Unanimous Written Consent: 3 Report: Page 33						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 2022: 3 Acted by Unanimous Written Consent: 7 Report: Page 53						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 has retained Ferguson Partners Consulting (“Ferguson Consulting”) as its independent compensation consultant to provide the Compensation Committee with advice and guidance on the design and implementation of the Company’s executive compensation programs. Additional information concerning Ferguson Consulting and its services 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 2022: 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 ($)(3)	Stock Awards ($)(4)	Total ($)
Robert L. Antin	100,000	139,998	239,998
Diana J. Ingram	100,000	139,998	239,998
Angela L. Kleiman	97,993	139,998	237,991
Debra L. Morris	107,993	139,998	247,991
Tyler H. Rose	122,500	139,998	262,498
Peter E. Schwab(2)	50,996	—	50,996
Richard Ziman	155,000	139,998	294,998



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 17, 2023, 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


	Fiscal Year Ended December 31
	2022		2021
Audit Fees	$	1,482,000	$	1,382,000
Audit-Related Fees	2,000		2,000
Tax Fees	753,000		661,000
All Other Fees	—		—
Total Fees	$	2,237,000	$	2,045,000


Name	Position	Age
Howard Schwimmer	Co-Chief Executive Officer and Director	62
Michael S. Frankel	Co-Chief Executive Officer and Director	60
Laura Clark	Chief Financial Officer	43
David Lanzer	General Counsel and Secretary	50



Laura Clark Chief Financial Officer Age: 43						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 21 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.



David Lanzer General Counsel and Secretary Age: 50						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 in excess of $3 billion of 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 25 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.



WHAT WE DO						WHAT WE DON’T DO
Align compensation design and practices with stockholder long-term interests and pay and performance						Maintain compensation programs that encourage excessive risk taking
Provide significant variable pay linked to performance						Allow hedging or pledging of company stock
Use an independent compensation consultant						Provide excise tax gross-ups
Review our peer group annually						Pay any significant or excessive perquisites
Double-trigger change-in-control provisions
Minimum stock ownership guidelines
Have a compensation clawback policy for NEOs
Regular engagement with investors


Named Executive Officer	2021 Base Salaries	2022 Base Salaries	Year-over-Year Base Salary Increase (2021-22)
Howard Schwimmer	$750,000	$825,000	10	%
Michael S. Frankel	$750,000	$825,000	10	%
Laura Clark	$500,000	$575,000	15	%
David Lanzer	$425,000	$475,000	12	%


Named Executive Officer	Threshold		Target		Maximum
Howard Schwimmer	100	%	200	%	275	%
Michael S. Frankel	100	%	200	%	275	%
Laura Clark	100	%	150	%	200	%
David Lanzer	100	%	125	%	200	%


Qualitative Performance Criteria						2022 Achievements

Favorable positioning of the Company for future growth						•Completed 52 acquisitions representing 61 properties and 5.9 million RSF for an aggregate purchase price of $2.4 billion, in which 90% of transactions were executed through off-market or lightly-marketed transactions. •Stabilized seven of our repositioning and redevelopment properties with a combined 0.6 million rentable square feet at a weighted average unlevered stabilized yield of 8.9%. •Demonstrated strength in leasing activity with the execution of over 5.1 million square feet of new and renewal leases with aggregate GAAP re-leasing spreads of 80.9%. •As a result of strong leasing activity, achieved Same Property Portfolio occupancy of 98.1% as of December 31, 2022. •Enabled the Rexford team to achieve our performance objectives while emerging from the COVID-19 pandemic and navigating economic uncertainty by providing employees with the opportunity to work remotely or utilize our various offices and promoting team and cross-departmental relationships and activities to maximize engagement, collaboration and quality of work for our team reflecting our core values and ensuring a corporate culture driven by mutual respect while evolving the way we lead and manage to optimize employee performance, growth and opportunity in the post-pandemic hybrid work environment.


Capital structure and balance sheet management						•Received credit ratings upgrades to BBB+ from S&P and Fitch and Baa2 from Moody’s. •Raised $2.5 billion of capital, including $1.8 billion through a range of equity transactions and $0.7 billion from two new term loan facilities, allowing the Company to fund acquisitions throughout the year. •Increased the borrowing capacity of our unsecured revolving credit facility to $1.0 billion from $700.0 million. •Ended the year with low leverage equating to 14.9% net debt to enterprise value ratio.


Commitment to and development of ESG goals						•Installed ~5 MW of solar to bring total portfolio to over 9MW. •Earned LEED Silver for all ground-up developments. •Continued development of our SBTi emissions reduction targets. •Awarded Gold Green Lease Leader. •Ensured candidate slates included a minimum of 20% diverse candidates, resulting in an increase in the diversity of our new hires to 63%, up from 50% in the prior year. •Implemented employee resource group WIRE (Women in Real Estate). •Established a dedicated Department of Professional Excellence and achieved an average of 20 training hours per employee. •Expanded board oversight over climate-related risk.


Management emerging from COVID-19 pandemic						•Operated the Company with no material litigation, environmental or regulatory claims. •Despite ongoing eviction moratoriums, managed properties to achieve rent collections at pre-pandemic levels.