| PROPOSAL NO. 1Election of Directors | “FOR”the eight nominees |
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| PROPOSAL NO. 2Ratification of Independent Registered Public Accounting Firm | “FOR”the ratification of KPMG LLP |
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| PROPOSAL NO. 3Advisory Vote on the Compensation of the Named Executive Officers (“Say-on-Pay Vote”) | “FOR”the advisory approval of the compensation of the NEOs |
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| PROPOSAL NO. 4Approval 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 |
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Director Nominee Snapshot
Corporate Governance Highlights
This section highlights information about the Company and our Board of Directors (the “Board”) that is contained in this Proxy Statement. This section does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.
| Board Structure and Independence | Shareholder Rights | Board Oversight |
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| •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 |
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| Accountability and Governance Practices | Executive Compensation |
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| •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 |
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Executive Compensation Snapshot
| % Allocation of Target Compensation | |
| Component | CEO | Other NEOs (Average) | Features |
| Fixed | | Base Salary | | •Set within a competitive range of base salaries paid to such comparable officers in the Executive Compensation Peer Group. | |
| Variable92%of CEOtarget pay opportunity85%of Other NEOstarget pay opportunity | | Annual CashIncentiveAward | | •Based on attainment of Company performance goals for the year.•Pays out between 0% and 275% of base salary (100% if threshold goals met) for Co-CEOs and between 0% and 200% of base salary for the other NEOs. | |
| Time-BasedLTIP UnitAwards | | •Based on a detailed retrospective review of the Company’s overall annual performance and the compensation levels of the individual NEO in comparison to our Executive Compensation Peer Group.•Vest ratably over a three-year period. | |
| PerformanceUnit Awards | | •Based on rigorous absolute TSR hurdles, outperforming relative to our peers’ TSR and Core FFO per diluted share growth.•Pays out between 0% and 300% of target (50% of target if threshold goals met). | |
