Rexford Industrial Realty, Inc.
For the period ended May 19, 2026. Filed Apr 8, 2026.
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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.
May 19, 2026 · Filed Apr 8, 2026
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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
Table of Contents
| Letter to Stockholders | 4 |
| Notice of 2026 Annual Meeting of Stockholders | 5 |
| Proxy Highlights | 6 |
| Corporate Governance and Board Matters | 12 |
| Proposal No. 1 — Election of Directors | 12 |
| Summary of Director Nominee Qualifications and Experience | 13 |
| Director Nominees | 14 |
| Current Director Not Standing for Reelection | 17 |
| Board Diversity of Experience and Background | 18 |
| Board Evaluation and Selection | 18 |
| Corporate Governance | 20 |
| Director Compensation | 27 |
| Audit Committee Matters | 30 |
| Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm | 30 |
| Principal Accountant Fees and Services | 31 |
| Audit Committee Pre-Approval Policy | 31 |
| Audit Committee Report | 32 |
| Executive Compensation Matters | 33 |
| Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers(“Say-On-Pay Vote”) | 33 |
| Executive Officers | 34 |
| Compensation Discussion and Analysis | 38 |
| Compensation Committee Report | 59 |
| Compensation Tables | 60 |
| CEO Pay Ratio | 72 |
| Pay Versus Performance | 73 |
| Equity Compensation Plan Information | 77 |
| Approval of the Fourth Amended and Restated 2013 Incentive Award Plan | 78 |
| Proposal No. 4 — Approval of the Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan | 78 |
| Related Party and Other Transactions Involving our Officers and Directors | 90 |
| Stock Ownership | 93 |
| Principal Stockholders | 93 |
| Additional Information | 95 |
| Stockholder Proposals | 95 |
| Delivery of Proxy Materials to Households | 96 |
| Incorporation by Reference | 96 |
| Forward-Looking Statements | 96 |
| Other Matters | 97 |
| Q&A about the Annual Meeting | 98 |
| Appendices | 103 |
| Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures | 103 |
| Appendix B - Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan | 108 |
| 2026 PROXY STATEMENT | 3 |
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