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Rexford Industrial Realty Inc

For the period ended Jun 11, 2024. Filed Apr 15, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2024 · Filed Apr 15, 2024

Use the contents to explore the available documents and sections.

REXR$37.80-0.9%Stored close · as of Nov 6, 2026
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Cover page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrantý

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement¨ Confidential, for Use of the Commission Only

ý Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

Rexford Industrial Realty, Inc.(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement,if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

The Rexford Investment Opportunity

Superior Cash Flow Growth Driven By Value Creation

Substantial Value Creation Through Extensive Internal & External Growth

Superior Growth Driven by Focus on Infill Southern California, the HighestDemand & 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 byQuantifiable Environmental, Social & Governance Impacts

Table of Contents

Letter to Shareholders4
Notice of 2024 Annual Meeting of Stockholders5
Proxy Highlights6
Proxy Voting Roadmap12
Corporate Governance and Board Matters16
Proposal No. 1 — Election of Directors16
Summary of Director Nominee Qualifications and Experience17
Director Nominees18
Board Diversity22
Board Evaluation and Selection22
Corporate Governance24
Director Compensation31
Audit Committee Matters33
Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm33
Change in Independent Registered Public Accounting Firm34
Principal Accountant Fees and Services35
Audit Committee Pre-Approval Policy35
Audit Committee Report35
Executive Compensation Matters37
Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers(“Say-On-Pay Vote”)37
Executive Officers38
Compensation Discussion and Analysis39
Compensation Committee Report55
Compensation Tables56
CEO Pay Ratio64
Pay Versus Performance65
Equity Compensation Plan Information69
Approval of the Third Amended and Restated 2013 Incentive Award Plan70
Proposal No. 4 — Approval of the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan70
Related Party and Other Transactions Involving our Officers and Directors82
Stock Ownership85
Principal Stockholders85
Additional Information87
Stockholder Proposals87
Delivery of Proxy Materials to Households88
Incorporation by Reference88
Forward-Looking Statements88
Other Matters89
Q&A about the Annual Meeting90
Appendices95
Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures95
Appendix B - Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan100
2024 PROXY STATEMENT3
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.