Rexford Industrial Realty Inc
For the period ended Jun 11, 2024. Filed Apr 15, 2024.
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Jun 11, 2024 · Filed Apr 15, 2024
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Contents
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 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 Independent Registered 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 Other Transactions Involving 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 |
| 2024 PROXY STATEMENT | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.