Rexford Industrial Realty, Inc.
For the period ended Jun 3, 2025. Filed Apr 14, 2025.
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Jun 3, 2025 · Filed Apr 14, 2025
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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
| 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 | |
| Poweredby ValueCreation | |
|---|---|
| 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 | |
Table of Contents
| Letter to Shareholders | 4 |
| Notice of 2025 Annual Meeting of Stockholders | 5 |
| Proxy Highlights | 6 |
| Corporate Governance and Board Matters | 14 |
| Proposal No. 1 — Election of Directors | 14 |
| Summary of Director Nominee Qualifications and Experience | 15 |
| Director Nominees | 16 |
| Current Director Not Standing for Reelection | 19 |
| Board Diversity of Experience and Background | 20 |
| Board Evaluation and Selection | 20 |
| Corporate Governance | 22 |
| Director Compensation | 29 |
| 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 |
| Change in Independent Registered Public Accounting Firm | 34 |
| Audit Committee Report | 35 |
| Executive Compensation Matters | 36 |
| Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers(“Say-On-Pay Vote”) | 36 |
| Executive Officers | 37 |
| Compensation Discussion and Analysis | 39 |
| Compensation Committee Report | 58 |
| Compensation Tables | 59 |
| CEO Pay Ratio | 68 |
| Pay Versus Performance | 69 |
| Equity Compensation Plan Information | 73 |
| Related Party and Other Transactions Involving our Officers and Directors | 74 |
| Stock Ownership | 77 |
| Principal Stockholders | 77 |
| Delinquent Section 16(a) Reports | 78 |
| Additional Information | 79 |
| Stockholder Proposals | 79 |
| Delivery of Proxy Materials to Households | 80 |
| Incorporation by Reference | 80 |
| Forward-Looking Statements | 80 |
| Other Matters | 81 |
| Q&A about the Annual Meeting | 82 |
| Appendices | 87 |
| Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures | 87 |
| 2025 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.