DEF 14A of Rexford Industrial Realty, Inc., Apr 15, 2024

DEF 14A of Rexford Industrial Realty, Inc.

Filed Apr 15, 2024 · FY20230001571283-24-000012

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot

  2. Director Nominee Snapshot

    | 2024 PROXY STATEMENT | 13 |

  3. Summary of Director Nominee Qualifications and Experience

    Summary of Director Nominee Qualifications and Experience The matrix below represents some of the key qualifications, skills and experience that we have identified as particularly valuable to the effective oversight of the Company and execution of our strategy, including with respect to each individual director nominee. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Nominating and Corporate Governance Committee as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates our Board is well positioned to provide strategic advice and effective oversight to our management.

  4. Summary of Director Nominee Qualifications and Experience

    | | SKILLS/ EXPERIENCE | | | | | | | | | | | CEO /Executive Management experience brings leadership qualifications and skills to help our Board advise, support and oversee our management team across a range of governance, strategic, operational and financial matters. | | | | | | | | | | | Business Operations experience gives directors a practical understanding of developing, implementing and assessing our operating plan and business strategy. | | | | | | | | | | | ESG experience strengthens our Board’s oversight of environmental, social, governance, enterprise risk and resilience matters to achieve strategic business imperatives and long-term value creation for shareholders within a sustainable business model. | | | | | | | | | | | Other Public Company Board Service & Governance experience supports our goals of strong Board and management accountability, transparency and protection of shareholder interests. | | | | | | | | | | | Technology experience provides an advantage in leveraging digital technology to drive competitive strategy, innovation, revenue growth and business performance. | | | | | | | | | | | Financial/Capital Allocation experience is important in evaluating our financial statements and capital structure. | | | | | | | | | | | Financial Expertise/Literacy experience is important because it assists our directors in understanding and overseeing our financial reporting and internal controls. | | | | | | | | | | | REITs / Real Estate Industry experience is beneficial in understanding our investment opportunities, business model and structure and the issues facing real estate investment trusts. | | | | | | | | | | | Human Capital Management/Compensation experience assists our Board in overseeing executive compensation, succession planning and retaining talent. | | | | | | | | |

  5. Summary of Director Nominee Qualifications and Experience

    | 2024 PROXY STATEMENT | 17 |

  6. Director Nominees

    Director Nominees Below is the biographical information about the director nominees, including the specific experience, qualifications, attributes and skills that led to our Board of Directors and Nominating and Governance Committee to conclude that each should be nominated to serve as a director.

  7. Director Nominees

    | | Robert L. Antin INDEPENDENT Founder and Former Chairman, Chief Executive Officer and President, VCA Inc. | | | | Age: 74 Director since: IPO Board committees: Compensation (Chair) | Other public company directorships: B. Riley Financial (NASDAQ: RILY); |

  8. Director Nominees

    | BACKGROUND •Board member since completion of 2013 IPO. •Founder of VCA Inc. (“VCA”), formerly a publicly traded national animal healthcare company purchased in 2017 by Mars Inc., providing veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market. Served as a CEO and President at VCA since its inception in 1986, and served as the Chairman of the Board from inception through September 2017. •President, Chief Executive Officer, a Director and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers from 1983-1985. •Officer of American Medical International, Inc., an owner and operator of health care facilities from 1978-1983. •Serves on the Board of B. Riley Financial and previously served on the Board of Heska Corporation from 2020-2023. EDUCATION •Bachelor’s degree from the State University of New York at Cortland. •MBA with a certification in hospital and health administration from Cornell University. SKILLS AND QUALIFICATIONS Extensive experience as an executive at a public company which enables him to make significant contributions to the deliberations of the Board, especially in relation to operations, financings and strategic planning. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial/Capital Allocation | | Human Capital Management/Compensation | | | Business Operations | | Other Public Company Board Service & Governance | | Financial Expertise/Literacy | | |

  9. Director Nominees

    | | Michael S. Frankel Co-Chief Executive Officer, Rexford Industrial Realty, Inc. | | | | Age: 61 Director since: IPO | Other public company directorships: None |

  10. Director Nominees

    | BACKGROUND •Serves as Rexford Co-Chief Executive Officer and Board member since 2013 as part of Rexford formation transactions. •Served as Chief Financial Officer of one of the management companies acquired as part of our formation transactions and as Managing Partner of Rexford Industrial LLC and Rexford Sponsor LLC. •Career includes 20 years co-managing our predecessor and current businesses, which have exclusively focused on investing in infill Southern California industrial real estate. •Prior to Rexford: ◦Served with LEK Consulting, providing strategic advisory services to several of the world’s leading investment institutions. ◦Responsible for investments at the private equity firm “C3,” a subsidiary of the Comcast Corporation (NASD: CMCSA). ◦Vice President at Melchers & Co., a European-based firm, responsible for Melchers’ U.S.-Asia operations, principally based in Beijing. •Substantial international experience working in China, Southeast Asia and France, and speaks Mandarin and French. •Licensed real estate broker in the state of California and a member of the Urban Land Institute. •Serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. EDUCATION •Bachelor of Arts degree in political economy from the University of California at Berkeley. •Masters of Business Administration from the Harvard Business School. SKILLS AND QUALIFICATIONS Extensive executive management and finance experience in the real estate industry and an extensive knowledge of our Company and our operations. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | Human Capital Management/Compensation | | | Business Operations | | Financial/Capital Allocation | | REITs/Real Estate Industry | | |

  11. Director Nominees

    | 18 | REXFORD INDUSTRIAL |

  12. Director Nominees

    | | Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting | | | | Age: 66 Director since: April 2018 Board committees: Nominating and Corporate Governance (Chair); Audit | Other public company directorships: None |

  13. Director Nominees

    | BACKGROUND •Senior business development, sales, and marketing leader with extensive background in information technology in the U.S., Latin American and global markets. •Served as Consulting Director at Oracle Consulting from 2015-2022, focused on helping corporate clients accelerate their transition to cloud computing and enhance their IT security posture. •Ran Ingram & Associates, an independent consulting firm based in Los Angeles from 2013-2015. •Executive Vice President and Head of Operations for the U.S. start-up of networking software company IBT /Realtime from 2012 to 2013. Held several key positions at IBM from 2004 to 2012, including Director of Security and Privacy Services, U.S.; Vice President of Global Sales for Wireless E-Business Solutions; Vice President of Telecommunications – Media Sector, Latin America and Director of Enterprise Content Management Software Sales, Americas. •Senior Vice President and General Manager of Operations, West Region at Kinko's Inc., now part of FedEx from 2002 to 2003., •Serves on the boards of directors of Goodwill of Southern California (also serving as chair of the Diversity, Equity and Inclusion Committee), ECMC Group, Inc. and UCLA Foundation. Previous board service includes the International Women’s Forum, Southern California affiliate, Big Brothers Big Sisters, Los Angeles, the Los Angeles Urban League and the Coalition for Clean Air. •Holds the Certified Information Systems Security Professional (CISSP) designation from the International Information System Security Certification Consortium (ISC)². EDUCATION •Bachelor of Arts degree from Stanford University. •Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University. SKILLS AND QUALIFICATIONS Significant expertise in information technology and systems, service on other private boards and professional background and experience. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | Human Capital Management/Compensation |

  14. Director Nominees

    | | Angela L. Kleiman INDEPENDENT President and Chief Executive Officer, Essex Property Trust | | | | Age: 54 Director since: December 2021 Board committees: Audit; Compensation | Other public company directorships: Essex Property Trust |

  15. Director Nominees

    | BACKGROUND •President and Chief Executive Officer of Essex Property Trust (NYSE: ESS) (“Essex”), a fully integrated real estate investment trust (REIT) and an S&P 500 company, since April 1, 2023, after serving as Senior Executive Vice President and Chief Operating Officer since January 2021 and as Executive Vice President and Chief Financial Officer from 2015 to 2020 and managing the Essex Private Equity platform from 2009 to 2015. •Prior to joining Essex, held roles in institutional investment management and investment banking including Senior Equity Analyst and Vice President of Investor Relations at Security Capital and Vice President within J.P. Morgan's Real Estate & Lodging Investment Banking Group. •Began her career in real estate development management in 1991. •Member of the National Association of Real Estate Investment Trusts (NAREIT) and the National Multifamily Housing Council. EDUCATION •Bachelor of Science degree from Northwestern University. •Master of Business Administration degree from the Kellogg School of Management of Northwestern University. SKILLS AND QUALIFICATIONS Extensive real estate, finance and operations expertise and significant experience as an executive at a public real estate investment trust. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | REITs/Real Estate Industry | | | Other Public Company Board Service & Governance | | Financial/Capital Allocation | | Human Capital Management/Compensation |

  16. Director Nominees

    | 2024 PROXY STATEMENT | 19 |

  17. Director Nominees

    | | Debra L. Morris INDEPENDENT Former Executive Vice President, Chief Financial Officer, Apria, Inc. | | | | Age: 65 Director since: December 2020 Board committees: Audit; Compensation; Nominating and Corporate Governance | Other public company directorships: biote Corp. (Nasdaq: BTMD) |

  18. Director Nominees

    | BACKGROUND •Served as Executive Vice President, Chief Financial Officer of Apria, Inc., a leading provider of integrated home healthcare equipment and related services in the United States, from March 2013 through October 2022. •Served as Chief Financial Officer—Americas for SITEL Worldwide Corporation, a global leader in business processing outsourcing, from 2010 to 2013. •Served as a Partner of Tatum LLC, a national executive services firm, from 2004 to 2010 and as a Director from 2008 to 2010 and provided interim and permanent Chief Financial Officer services for companies contracted with Tatum LLC including Life Masters Supported Selfcare and RelaDyne. •From 1999 to 2002, Chief Financial Officer of Caliber Collision Centers. •Earlier career in progressively more responsible roles with CB Richard Ellis, including as Executive Vice President—Global Marketing and Integration and Executive Vice President—Global Chief Accounting Officer. •Served on the board and chaired the Audit Committee of EverDriven Technologies, a leading private-equity-backed technology-enabled alternative student transportation company, through February 2024. •Currently serves on the board and the Audit Committee of biote Corp., a provider of curriculum and clinical training program with state-of-the-art training facility. EDUCATION •Bachelor of Science in Business Administration from Colby Sawyer College in New London, New Hampshire. SKILLS AND QUALIFICATIONS Extensive finance and accounting expertise and extensive leadership experience. | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | | Business Operations | | Technology | | REITs/Real Estate Industry | | | Other Public Company Board Service & Governance | | Financial/Capital Allocation | | Human Capital Management/Compensation |

  19. Director Nominees

    | | Tyler H. Rose LEAD INDEPENDENT DIRECTOR President and Chief Financial Officer of IQHQ, Inc. | | | | Age: 63 Director since: February 2015 Board committees: Audit (Chair); Nominating and Corporate Governance | Other public company directorships: None |

  20. Director Nominees

    | BACKGROUND •Appointed Lead Independent Director. •President and Chief Financial Officer of IQHQ, Inc., a private life science real estate development company, since January 2024. •Served as President of Kilroy Realty Corporation (NYSE: KRC) (“Kilroy”) from 2020 to 2023 after serving as Executive Vice President and Chief Financial Officer since 2009 and Senior Vice President and Treasurer from 1997 to 2009. •Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. from 1995 to 1997, and appointed Treasurer in 1996. •Vice President, Corporate Finance of The Irvine Company from 1994 to 1995. •Served in Real Estate Corporate Finance Group at J.P. Morgan & Co., from 1986-1992 and Vice President of the Australia Mergers and Acquisitions Group from 1992-1994. •Early in career, served as a financial analyst for General Electric Company. •Served on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. EDUCATION •Bachelor of Arts degree in Economics from the University of California, Berkeley. •Business Administration degree from The University of Chicago Booth School of Business. SKILLS AND QUALIFICATIONS Extensive real estate, finance and accounting expertise and extensive experience as an executive at a public real estate investment trust. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | Human Capital Management/Compensation | | | Business Operations | | Financial/Capital Allocation | | REITs/Real Estate Industry | | |

  21. Director Nominees

    | 20 | REXFORD INDUSTRIAL |

  22. Director Nominees

    | | Howard Schwimmer Co-Chief Executive Officer, Rexford Industrial Realty, Inc. | | | | Age: 63 Director since: IPO | Other public company directorships: None |

  23. Director Nominees

    | BACKGROUND •Serves as our Co-Chief Executive Officer and as a Board member since 2013 as part of our formation transactions. •Served as Co-Founder and Senior Managing Partner of Rexford predecessor business since December 2001 and President of one of the management companies acquired as part of Rexford formation transactions. •Served at various times as manager, executive vice president and broker of record for DAUM Commercial Real Estate from 1983-2001. •Forty-year professional career dedicated entirely and exclusively to Southern California infill industrial real estate, including its acquisition, value-add improvement, management, sales, leasing and disposition. •Extensive experience forming private and public real estate investment companies, managing real estate brokerage offices, serving on private, public and charitable boards and acquiring, repositioning, developing, leasing, selling and adding value to over 50 million square feet of industrial properties in Southern California. •Serves on the USC Lusk Center Real Estate Leadership Council, is a former Board Chair of USC Hillel, and is the former Chair of the Los Angeles Jewish Federation, Real Estate Principals Organization. •Licensed California real estate broker. EDUCATION •Bachelor’s degree from the University of Southern California majoring in business with an emphasis in real estate finance and development. SKILLS AND QUALIFICATIONS Extensive executive management experience in the real estate industry and extensive knowledge of our Company and our operations. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial Expertise/Literacy | | Human Capital Management/Compensation | | | Business Operations | | Financial/Capital Allocation | | REITs/Real Estate Industry | | |

  24. Director Nominees

    | | Richard Ziman Chairman of the Board, Rexford Industrial Realty, Inc. | | | | Age: 81 Director since: IPO Board committees: None | Other public company directorships: None |

  25. Director Nominees

    | BACKGROUND •Serves as the Chairman of the Board since 2013 as part of the formation transactions in connection with IPO. •Served as the Co-Founder and Chairman of Rexford predecessor business from inception in 2001. •Industrial real estate experience comprises over forty years of industrial real estate investment experience overseeing his personal, family and foundation-related investments in Southern California. •Founding Chairman and CEO of Arden Realty, Inc., a real estate investment firm focused on the commercial office real estate markets in infill Southern California from 1990-2006, when it was sold to GE Real Estate. •Co-founded AVP Advisors, LLC and AVP Capital, LLC, the exclusive advisor to American Value Partners, a real estate fund of funds deploying capital on behalf of pension funds throughout the United States in 2006. •Serves on the boards of directors of The Rosalinde and Arthur Gilbert Foundation and The Gilbert Collection Trust. •Practiced law as a partner of the law firm Loeb & Loeb from 1971 to 1980, specializing in transactional and financial aspects of real estate. •Established and endowed the Richard S. Ziman Center for Real Estate at the Anderson Graduate School of Management at the University of California at Los Angeles in 2001. EDUCATION •Bachelor’s degree and Juris Doctor degree from the University of Southern California. SKILLS AND QUALIFICATIONS Extensive executive management experience in the industrial real estate industry and in public companies and extensive knowledge of our Company and our operations. | | | | | | | | | | CEO/Executive Management | | ESG | | Financial/Capital Allocation | | REITs/Real Estate Industry | | | Business Operations | | Other Public Company Board Service & Governance | | Financial Expertise/Literacy | | Human Capital Management/Compensation |

  26. Director Nominees

    | 2024 PROXY STATEMENT | 21 |

  27. Director Compensation

    Director Compensation The Compensation Committee with its independent compensation consultant conducts a review of our non-employee director compensation program on an annual basis, using the same peer group of similarly sized REITS/peers that are used for executive compensation comparisons. Any recommended changes to the program are then presented to the Board for their consideration and approval. Our Board has approved a compensation program for our non-employee directors, which was in effect for calendar year 2023 (the “Director Compensation Program”). Our Co-CEOs do not receive any additional compensation for serving as directors. The Director Compensation Program consists of annual cash retainers and annual equity awards. The material terms of the Director Compensation Program are described below.

  28. Elements of 2023 Non-Employee Director Compensation

    Elements of 2023 Non-Employee Director Compensation Under the Director Compensation Program, for 2023, non-employee directors received: Annual cash retainers for 2023 were paid quarterly in arrears. Each non-employee director serving on the Board as of the date of any annual meeting of stockholders who is re-elected for another year of service at such annual meeting is granted a restricted stock award on the date of the applicable annual meeting. Annual restricted stock awards made to non-employee directors in connection with our 2023 annual meeting had an approximate grant-date value of $150,000. If a non-employee director is initially elected or appointed to serve on the Board during a term, he or she is granted (on the date of such initial election or appointment) a prorated portion of the annual restricted stock award. Each annual or prorated initial restricted stock award vests in full on the earlier of (1) the date of the annual meeting next following the grant date (regardless of whether the director is re-elected at such meeting, so long as the director serves through such meeting) and (2) the first anniversary of the grant date, subject to continued service through such meeting or such first anniversary, as applicable.

  29. Elements of 2023 Non-Employee Director Compensation

    | 2024 PROXY STATEMENT | 31 |

  30. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides details regarding the 2023 compensation of our non-employee directors:

  31. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Robert L. Antin | 120,000 | 149,997 | 269,997 | | Diana J. Ingram | 135,000 | 149,997 | 284,997 | | Angela L. Kleiman | 130,000 | 149,997 | 279,997 | | Debra L. Morris | 140,000 | 149,997 | 289,997 | | Tyler H. Rose | 150,000 | 149,997 | 299,997 | | Richard Ziman | 175,000 | 149,997 | 324,997 |

  32. 2023 Director Compensation Table

    (1)Howard Schwimmer and Michael S. Frankel, our Co-Chief Executive Officers, are not included in this table as they are employees of our Company and do not receive compensation for their services as directors. All compensation paid to Messrs. Schwimmer and Frankel for the services they provide to us is reflected in the Summary Compensation Table in this Proxy Statement. (2)Amounts reflect, as applicable, annual cash retainers and committee chair fees, in each case, which were paid in respect of 2023 services. For all directors, fourth quarter 2023 fees were paid in January 2024. (3)Represents 2,843 shares of restricted common stock granted to each of Messrs. Antin, Rose and Ziman and Mses. Ingram, Kleiman and Morris on June 5, 2023. Amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2023, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Amounts ultimately realized in respect of these awards may be greater or less than the amounts shown in the table and may equal zero in the event that the awards do not vest. We provide detailed information regarding the assumptions used to calculate the value of all restricted stock awards made to directors in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed on February 12, 2024. As of December 31, 2023, Messrs. Antin, Rose and Ziman and Mses. Ingram, Kleiman and Morris each held 2,843 shares of our restricted common stock.

  33. Our Compensation Best Practices

    | WHAT WE DO | WHAT WE DON’T DO | | Align compensation design and practices with stockholder long-term interests and pay and performance | Maintain compensation programs that encourage excessive risk taking | | Provide significant variable pay linked to performance | Allow hedging or pledging of company stock | | Use an independent compensation consultant | Provide excise tax gross-ups | | Review our peer group annually | Pay any significant or excessive perquisites | | Double-trigger change-in-control provisions | | | Minimum stock ownership guidelines | | | Have an SEC and NYSE compliant compensation clawback policy for NEOs | | | Regular engagement with investors | |

  34. What Our Compensation Program is Designed to Reward and Promote

    We believe that the Company’s executive compensation program design features assist in rewarding and promoting the following: •Goals aligned with the Company’s and its stockholders’ long-term interests as well as the Company’s annual operating and strategic plans in a manner designed to avoid excessive risk taking; •Base salaries consistent with each executive’s responsibilities and competitive with peer salary levels, furthering retention objectives and providing a reasonable level of financial security (thus discouraging excessive risk-taking); •A significant portion of each executive’s compensation tied to the future share performance of the Company, thus aligning their long-term interests with those of our stockholders; •Equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained, long-term share price appreciation; and •A balanced mix between cash and equity compensation designed to encourage strategies and actions that are in the long-term best interests of the Company and stockholders.

  35. Role of the Compensation Consultant

    Role of the Compensation Consultant From January to September 2023, the Compensation Committee engaged the continued services of outside independent compensation consultant, Ferguson Consulting. In September 2023, the Compensation Committee engaged the services of a new outside independent compensation consultant, Farient Advisors, in order to continue working with a senior member of Farient Advisors who had previously been employed by Ferguson Consulting. Farient Advisors was engaged to assist the Compensation Committee in determining the appropriate amounts, types and mix of compensation for our executive officers in order to achieve the overall objectives as described above. The Compensation Committee, with the help of Farient Advisors, reviews the compensation practices of other REITs/peers in order to evaluate market trends and compare our compensation programs with our competitors. Based in part on this data and analysis provided by Farient Advisors, the Compensation Committee develops a compensation plan that is intended to maintain the link between corporate performance and stockholder returns while being generally competitive within our industry. In its 2023 compensation report, our compensation consultant recommended, based on its review of the Executive Compensation Peer Group analysis, current industry trends, existing employment agreements and other factors specifically related to the Company, the level of base salary and target annual cash incentive compensation to be set for each NEO as well as the amount of target long-term equity awards to be granted to each NEO. Based on the Company’s and each individual’s overall performance relative to the Executive Compensation Peer Group and the unique circumstances associated with any individual executive, the Compensation Committee in consultation with our compensation consultant determines an appropriate level of target total direct annual compensation, although no particular Executive Compensation Peer Group percentile is targeted for any of our NEOs. The Compensation Committee considered our compensation consultant’s recommendations and peer group analysis when determining base salaries, annual incentives and long-term incentives.

  36. Determination of Compensation Consultant’s Objectivity

    Determination of Compensation Consultant’s Objectivity The Compensation Committee recognizes that it is essential to receive objective advice from an independent compensation consultant. Accordingly, Farient Advisors’ services after September and Ferguson Consulting’s services prior to September to the Compensation Committee and the Company in 2023 were limited to review and advice with respect to matters related to structuring and implementing our executive compensation program, director compensation program and with respect to the 2023 Proxy Statement. In addition, the Compensation Committee has the sole authority to retain and terminate Farient Advisors as its compensation consultant and approve fees and other engagement terms (as it did with Ferguson Consulting prior to Farient Advisors). Other than providing the advice as described above, Farient Advisors and Ferguson Consulting did not provide any services to the Company in 2023. The Compensation Committee has considered the independence of each of Farient Advisors and Ferguson Consulting, consistent with the requirements of NYSE, and has determined that each of Farient Advisors and Ferguson Consulting is independent. Further, pursuant to SEC rules, the Company conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining Farient Advisors or Ferguson Consulting.

  37. Determination of Compensation Consultant’s Objectivity

    | 2024 PROXY STATEMENT | 43 |

  38. Importance of the Peer Group

    Importance of the Peer Group Based upon the recommendations of our compensation consultant, the Company considered the following parameters in selecting our Executive Compensation Peer Group: •Include industrial-focused REITs and real estate companies that invest in properties in high barrier-to-entry markets, including diversified REITs with a large industrial portfolio; and •Include additional REITs comparable in terms of size within an approximate range of 0.25x to 3.00x the size of the Company in terms of implied equity market capitalization (approximately $3 billion - $35 billion). •Benchmark utilizing an assessment of the average of the two senior-most NEOs across the Executive Compensation Peer Group as reference points relative to the Company’s Co-CEO structure. In 2023, the following changes were made to the Executive Compensation Peer Group.

  39. Importance of the Peer Group

    | Peers removed from the Executive Compensation Peer Group | Peers added to the Executive Compensation Peer Group | | - | + | | •Hudson Pacific Properties, Inc •STORE Capital Corporation, Inc. | •Host Hotels & Resorts, Inc. •Kimco Realty Corporation •UDR, Inc •Ventas, Inc. |

  40. Importance of the Peer Group

    One peer was removed from the Executive Compensation Peer Group due to no longer being appropriately sized (Hudson Pacific Properties, Inc. is below the market capitalization range parameters) and the other due to acquisition activity (STORE Capital Corporation, Inc. was acquired by GIC and Oak Street). Host Hotels & Resorts, Inc., Kimco Realty Corporation, UDR, Inc., and Ventas, Inc. were added to the Executive Compensation Peer Group based on their appropriate size and operations in high barrier-to-entry markets.

  41. Importance of the Peer Group

    | 44 | REXFORD INDUSTRIAL |

  42. Importance of the Peer Group

    The following table provides a current list of each company in our Executive Compensation Peer Group and a summary of the parameters that qualifies each company as an appropriate peer:

  43. Importance of the Peer Group

    | Company | Implied Equity Market Cap ($ million)(1) | Peer Based on Size Parameter of $3B - $40B | Peer Based on Industrial Portfolio Parameter | | AvalonBay Communities, Inc. | 26,555.3 | ✓ | | | Alexandria Real Estate Equities, Inc. | 22,029.5 | ✓ | | | Ventas, Inc. | 20,216.8 | ✓ | | | Sun Communities, Inc. | 16,983.9 | ✓ | | | Host Hotels & Resorts, Inc. | 13,925.8 | ✓ | | | UDR, Inc. | 13,835.3 | ✓ | | | Kimco Realty Corporation | 13,223.4 | ✓ | | | Boston Properties, Inc. | 12,316.4 | ✓ | | | Rexford Industrial Realty, Inc. | 12,232.5 | | | | Americold Realty Trust, Inc. | 8,582.1 | ✓ | ✓ | | EastGroup Properties, Inc. | 8,488.0 | ✓ | ✓ | | STAG Industrial, Inc. | 7,188.2 | ✓ | ✓ | | First Industrial Realty Trust, Inc. | 7,145.6 | ✓ | ✓ | | Vornado Realty Trust | 5,826.9 | ✓ | | | Terreno Realty Corporation | 5,351.1 | ✓ | ✓ | | Kilroy Realty Corporation | 4,716.7 | ✓ | | | SL Green Realty Corp. | 3,096.7 | ✓ | | | Medical Properties Trust, Inc. | 2,938.4 | ✓ | | | LXP Industrial Trust | 2,911.1 | ✓ | ✓ | | Douglas Emmett, Inc. | 2,888.9 | ✓ | | | Kennedy-Wilson Holdings, Inc. | 1,725.7 | ✓ | |

  44. Importance of the Peer Group

    (1)Per S&P Capital IQ; as of December 31, 2023. Implied equity market cap is calculated as follows: (common shares outstanding + convertible operating partnership units outstanding) multiplied by closing stock price on December 31, 2023.

  45. Compensation Risk Assessment

    Compensation Risk Assessment Consistent with SEC disclosure requirements, our Compensation Committee, with input from our management, assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. In considering our employee compensation policies and practices, the Compensation Committee reviews our policies related to payment of salaries and wages, benefits, bonuses, stock-based compensation and other compensation-related practices and considers the relationship between risk management policies and practices, corporate strategy and compensation. We do not believe that our compensation program creates risks that are reasonably likely to have a material adverse effect on the Company. In reaching our conclusion, we considered the following aspects of our executive compensation plans and policies among others: •We evaluate performance based upon the achievement of a variety of business objectives and goals; •We use a balanced equity compensation mix comprised of performance-based and time-based full value equity awards that lessens the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money,” as may be the case with equity compensation programs that rely solely on leveraged market-based equity compensation vehicles such as stock options; •We provide a significant portion of incentive compensation in the form of long-term incentive awards. The amounts that ultimately may be earned are tied to how we perform over a multi-year period, which focuses management on sustaining our long-term performance; •We structure payouts under our performance-based awards based on achieving a minimum level of performance, so that some compensation is awarded at levels below full target achievement rather than an “all-or-nothing” approach; •We provide a significant portion of each executive’s annual compensation in the form of equity-based compensation, and executives are required to maintain sizable holdings of equity in the Company under the terms of our equity ownership guidelines, which aligns an appropriate portion of their personal wealth to our long-term performance; and

  46. Base Salary

    Base Salary Consistent with the Company’s philosophy of tying pay to performance, our NEOs receive most of their overall targeted compensation in a form other than base pay. Although the Compensation Committee does not set base salary levels equal to any specific percentile of base salaries paid to comparable officers in the Executive Compensation Peer Group, the NEOs are paid an amount in the form of base pay within a competitive range of base salaries paid to such comparable officers in the Executive Compensation Peer Group and sufficient to attract skilled executive talent and maintain a stable management team. The Compensation Committee approved increases to the 2023 base salaries of our NEOs by 21% relative to 2022 for Messrs. Schwimmer and Frankel, by 13% relative to 2022 for Ms. Clark, and by 11% relative to 2022 for Mr. Lanzer based on each individual’s overall performance and the Company’s overall performance and growth relative to the Executive Compensation Peer Group.

  47. Annual Incentive Compensation

    Annual Incentive Compensation

  48. 2023 Annual Cash Incentive Program

    2023 Annual Cash Incentive Program Annual cash incentive awards were designed to incentivize management to attain Company performance goals for the year in a manner that further aligns the interests of our NEOs with those of our stockholders. The Compensation Committee determined to establish an annual cash incentive program (the “2023 STI Program”) under which (i) 70% of each NEO’s annual cash incentive opportunity was based upon achieving certain formulaic Company performance criteria during the year, including the attainment of quantitative financial performance hurdles relating to Core FFO per diluted share and Consolidated Portfolio NOI Growth (the “Quantitative Performance Criteria”), (ii) 20% of such NEO’s annual cash incentive opportunity was based on qualitative criteria determined by the Compensation Committee, including capital structure and balance sheet management, favorable positioning of the Company for future growth and management through market volatility, among other variables determined and assessed by the Compensation Committee in its sole discretion (the “Qualitative Performance Criteria”), and (iii) the remaining 10% of such NEO’s annual cash incentive opportunity was based on achieving the 2023 ESG goals published within the annual ESG report. The Compensation Committee believes that this structuring of the 2023 STI Program was necessary to appropriately address the unique challenges of managing the Company while protecting the long-term interests of the Company and its shareholders through appropriate retention of our NEOs.

  49. 2023 Annual Cash Incentive Program

    | 46 | REXFORD INDUSTRIAL |

  50. 2023 Annual Cash Incentive Program

    The Compensation Committee did not approve any increase to the threshold, target and maximum annual cash incentive opportunities for the NEOs. Under the 2023 STI Program, each NEO was eligible for an annual cash incentive opportunity that was expressed as a percentage of base salary as follows:

  51. 2023 Annual Cash Incentive Program

    | Named Executive Officer | Threshold | Target | Maximum | | Howard Schwimmer | 100% | 200% | 275% | | Michael S. Frankel | 100% | 200% | 275% | | Laura Clark | 100% | 150% | 200% | | David Lanzer | 100% | 125% | 200% |

  52. Actual 2023 Annual Cash Incentive Awards

    Actual 2023 Annual Cash Incentive Awards In determining actual 2023 annual cash incentive awards under the 2023 STI Program for Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer, the Compensation Committee reviewed Company performance in 2023 against the Quantitative Performance Criteria, the Qualitative Performance Criteria and the ESG Performance Criteria. The following chart shows each performance metric within the Quantitative Performance Criteria, identifies the range of performance between threshold and maximum payout with respect to each metric and the weighting of each metric as a component of overall annual cash incentive award, as well as actual 2023 results determined by the Compensation Committee with respect to each metric:

  53. Actual 2023 Annual Cash Incentive Awards

    | Performance Criteria(1) | Weighting | Threshold | Target | Maximum | | Core FFO per Diluted Share(2) | | | | | | Consolidated Portfolio NOI Growth(3) | | | | | | Qualitative | | Qualitative measurement considerations included capital structure and balance sheet management, favorable positioning of the Company for future growth and management through market volatility. | | | | ESG Performance | | ESG considerations include achieving 2023 ESG goals published within the annual ESG report | | |

  54. Actual 2023 Annual Cash Incentive Awards

    (1)See Appendix A for definitions of “NOI” and “Core FFO” and reconciliations of net income (computed under GAAP) to NOI and Core FFO. (2)Core FFO per diluted share was included as a performance metric because it is the earnings metric most commonly used by investors and analysts to evaluate and compare the Company’s performance with that of other REITs. The Compensation Committee reviewed prior years’ Core FFO per diluted share and sensitivities for achieving the Threshold, Target and Maximum hurdles, including impacts for fluctuations in occupancy levels, rent growth and economic conditions. This factored into goals the Compensation Committee believed to be rigorous. (3)Consolidated Portfolio NOI Growth was included as a performance metric because it includes acquisitions and reflects aspects of our asset management efforts, such as leasing, releasing and dispositions, as well as changes in cash rent due to contractual rent escalation provisions contained in our leases. The Compensation Committee reviewed prior years’ Consolidated Portfolio NOI Growth and sensitivities for achieving the Threshold, Target and Maximum hurdles, including impacts for fluctuations in occupancy levels, rent growth and economic conditions. This factored into goals the Compensation Committee believed to be rigorous. For the Qualitative Performance Criteria (weighted at 20% of the annual cash incentive opportunity), the NEOs were evaluated based on a number of considerations including capital structure and balance sheet management, favorable positioning of the Company for future growth and management through market volatility, among other variables determined and assessed by the Compensation Committee. For the ESG Performance Criteria (weighted at 10% of the annual cash incentive opportunity), the NEOs were evaluated based on the achievement during 2023 of the 2023 ESG goals published within the annual ESG report.

  55. Actual 2023 Annual Cash Incentive Awards

    | 2024 PROXY STATEMENT | 47 |

  56. Actual 2023 Annual Cash Incentive Awards

    | | Criteria | 2023 Achievements | | | Favorable positioning of the Company for future growth | •Completed $1.5 billion of investments comprised of (i) 17 acquisitions representing 19 properties with a combined 4.3 million rentable square feet of buildings on 250 acres of land for an aggregate purchase price of $1.3 billion and (ii) the issuance of a $125 million securitized loan at an effective rate of 8.0%. •Stabilized six of our repositioning and redevelopment properties with a combined 0.5 million rentable square feet at a weighted average unlevered stabilized yield of 6.9%. •Demonstrated strength in leasing activity with the execution of over 7.4 million square feet of new and renewal leases with aggregate GAAP re-leasing spreads of 77.5%. •As a result of strong leasing activity, achieved Same Property Portfolio occupancy of 97.5% as of December 31, 2023. •Executed strategic restructuring of the organization including the formation, realignment and addition of key talent within several departments including Asset Management, Marketing and Human Resources. | | | Capital structure and balance sheet management and management through market volatility | •Raised $1.6 billion of capital, including $1.3 billion through a range of equity transactions and $0.3 billion from an underwritten public bond offering, allowing the Company to fund acquisitions throughout the year. •Maintained a low-leverage balance sheet, ending the year with a net debt to enterprise value ratio of 15%. •Executed various swap transactions with respect to $460 million of variable rate debt to mitigate the impact of a rising interest rate environment. | | | Achievement of 2023 ESG Goals Published within the Annual ESG Report | •Pursued 8MW in additional solar commitments. •Achieved LEED Silver or higher for all ground-up development. •Met or exceeded Kingsley Index customer survey score. •Submitted SBTi-aligned targets for validation. •Achieved 2,500 hours of employee volunteer time. •Achieved average of 20 training hours per employee. •100% of employees participated in DEI training. |

  57. Actual 2023 Annual Cash Incentive Awards

    Based on the Company’s achievement of $2.19 Core FFO per diluted share and 26.4% Consolidated Portfolio NOI Growth during 2023, as described above, 70% of the annual cash incentive opportunity was paid out to each NEO at the maximum level. Furthermore, based on the accomplishments that were significant to the Company during 2023, as described in the table above, 20% of the annual cash incentive opportunity based on the Qualitative Performance Criteria and the remaining 10% of the annual cash incentive opportunity based on ESG performance, were paid out to each NEO at the maximum level.

  58. Actual 2023 Annual Cash Incentive Awards

    | 48 | REXFORD INDUSTRIAL |

  59. Actual 2023 Annual Cash Incentive Awards

    Annual cash incentive awards to Ms. Clark and Mr. Lanzer were paid in cash. Messrs. Schwimmer and Frankel had elected to receive their 2023 annual cash incentive awards 70% in cash and 30% in LTIP Units in Rexford Industrial Realty, L.P., our operating partnership (“LTIP Units”). Accordingly, in early 2024, at the same time the annual cash incentive awards were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 15,340 LTIP Units (the “STI LTIP Units”), with the number of STI LTIP Units granted determined by dividing the cash value of relevant portion of each of Messrs. Schwimmer and Frankel’s respective annual cash incentive awards by the closing price of our common stock on the date of grant. The STI LTIP Units were fully vested at grant. Since LTIP Unit value tracks the value of our stock price, this further aligns our Co-CEOs’ pay with our performance and mitigates against excessive short-term risk-taking. The annual cash incentive awards paid to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer under the 2023 STI Program for 2023 performance were as follows:

  60. Actual 2023 Annual Cash Incentive Awards

    | Named Executive Officer | 2023 Annual Cash Incentive Awards | Portion of Annual Cash Incentive Award Delivered in Cash | Portion of Annual Cash Incentive Award Delivered in LTIP Units | Total STI LTIP Units Granted | | Howard Schwimmer | $2,750,000 | $1,925,000 | $825,000 | 15,340 | | Michael S. Frankel | $2,750,000 | $1,925,000 | $825,000 | 15,340 | | Laura Clark | $1,300,000 | $1,300,000 | $— | — | | David Lanzer | $1,050,000 | $1,050,000 | $— | — |

  61. Long-Term Compensation

    Long-Term Compensation The Company’s long-term incentive compensation program in 2023 consisted of equity-based awards under our Second Amended and Restated 2013 Incentive Award Plan (the “Incentive Award Plan”). Equity incentive awards incentivize our NEOs to work to deliver stock price performance while providing valuable retention incentives. Further, equity-based awards linked to TSR performance goals deliver value only when the value of our common stock increases above certain thresholds and equity-based awards linked to growth in Core FFO per diluted share performance goals deliver value only when our Core FFO per diluted share increases above certain thresholds. The Compensation Committee administers our Incentive Award Plan, which provides for the issuance of equity-based awards to our NEOs and other officers, directors and employees. The Compensation Committee authorizes the awards and establishes the terms and conditions of the awards under the Incentive Award Plan, as it deems appropriate. In December 2023, our Compensation Committee granted awards to our NEOs in the form of Service-Vesting LTIP Units and Performance-Vesting LTIP Units, which may ultimately be exchanged on a one-for-one basis into shares of our common stock (if earned).

  62. 2023 Service-Vesting LTIP Units

    2023 Service-Vesting LTIP Units Based on the foregoing considerations, including the TSR and operational performance highlighted on pages 6 through 7, in December 2023, the Compensation Committee approved a grant of Service-Vesting LTIP Units to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer. The table below sets forth the grant date value and the total number of Service-Vesting LTIP Units awarded to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer in December 2023.

  63. 2023 Service-Vesting LTIP Units

    | Named Executive Officer | Total Service- Vesting LTIP Units | Grant Date Value ($)(1) | | Howard Schwimmer | 67,997 | 3,518,845 | | Michael S. Frankel | 67,997 | 3,518,845 | | Laura Clark | 22,935 | 1,186,887 | | David Lanzer | 12,412 | 642,318 |

  64. 2023 Service-Vesting LTIP Units

    (1)Represents the grant date fair value computed in accordance with FASB ASC 718. The Service-Vesting LTIP Units vest with respect to one-third of the Service-Vesting LTIP Units underlying each award on December 21 of each year over a three-year period, beginning on December 21, 2024, subject to continued employment through the applicable vesting date. The Compensation Committee believes that Service-Vesting LTIP Units provide important retention benefits along with further incentive to increase the Company’s share price and, therefore, serve to drive value for our stockholders, over a three-year period. If the Company experiences poor performance that results in poor stockholder return,

  65. 2023 Service-Vesting LTIP Units

    | 2024 PROXY STATEMENT | 49 |

  66. 2023 Service-Vesting LTIP Units

    then the value of the Service-Vesting LTIP Units, and likewise the individual NEO’s total realized compensation, will decline as a result. If the Company has superior performance that results in superior stockholder returns, then the value of the Service-Vesting LTIP Units, and likewise the individual NEO’s total realized compensation, will correspondingly increase. Distributions are paid on all Service-Vesting LTIP Units, whether vested or unvested, as and when dividends are declared on our common stock.

  67. 2023 Performance-Vesting LTIP Units

    2023 Performance-Vesting LTIP Units On December 21, 2023, the Compensation Committee approved Performance-Vesting LTIP Unit awards to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer which vest, subject to continued employment and the achievement of the goals described below, based on (i) the Company’s absolute TSR, (ii) the Company’s TSR performance relative to a peer group (the Dow Jones All Equity REIT Index), and (iii) the Company’s growth in Core FFO per diluted share, in each case, over a three-year performance period. The maximum number of Performance-Vesting LTIP Units will be earned only if the Company (a) achieves 40% or higher absolute TSR, inclusive of all dividends paid, over the three-year performance period, (b) finishes in the 90th or greater percentile of the peer group for TSR over the three-year performance period and (c) achieves 22% or higher growth in Core FFO per diluted share over the three-year performance period. The Performance-Vesting LTIP Units, exclusive of any distribution equivalent units thereon (described below), are allocated one-third to absolute TSR performance metrics (the “Absolute TSR Base Units”), one-third to relative TSR performance metrics (the “Relative TSR Base Units”) and one-third to Core FFO per diluted share growth performance metrics (the “Core FFO Per-Share Base Units”). The table below sets forth the total number of Performance-Vesting LTIP Units awarded to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer (which equals the sum of the Absolute TSR Base Units, the Relative TSR Base Units, Core FFO Per-Share Base Units and distribution equivalents on the Performance-Vesting LTIP Units that will vest, if at all, following the end of the performance period based upon achievement of the relevant performance measures).

  68. 2023 Performance-Vesting LTIP Units

    | Named Executive Officer | Absolute TSR Base LTIP Units | Relative TSR Base LTIP Units | Core FFO Per-Share Base LTIP Units | Distribution Equivalent LTIP Units | Total Performance- Vesting LTIP Units | | Howard Schwimmer | 83,108 | 83,108 | 83,108 | 28,797 | 278,121 | | Michael S. Frankel | 83,108 | 83,108 | 83,108 | 28,797 | 278,121 | | Laura Clark | 28,063 | 28,063 | 28,063 | 9,724 | 93,913 | | David Lanzer | 15,201 | 15,201 | 15,201 | 5,267 | 50,870 |

  69. 2023 Performance-Vesting LTIP Units

    Listed below are the grant date values and the number of Performance-Vesting LTIP Units each of Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer will be eligible to receive under the Performance-Vesting LTIP Unit awards upon achieving threshold, target and maximum goals for the absolute TSR, relative TSR and Core FFO per-share performance metrics (but excluding any distribution equivalent units):

  70. 2023 Performance-Vesting LTIP Units

    | Named Executive Officer | Threshold Award (# Units) | Target Award (# Units) | Maximum Award (# Units)(1) | Grant Date Value ($)(2) | | Howard Schwimmer | 41,554 | 83,108 | 249,324 | $6,561,377 | | Michael S. Frankel | 41,554 | 83,108 | 249,324 | $6,561,377 | | Laura Clark | 14,032 | 28,063 | 84,189 | $2,215,574 | | David Lanzer | 7,601 | 15,201 | 45,603 | $1,200,119 |

  71. 2023 Performance-Vesting LTIP Units

    (1)Represents the maximum Performance-Vesting LTIP Units that may vest, excluding any distribution equivalent units. (2)Represents the grant date fair value based on probable outcome of the performance conditions, computed in accordance with FASB ASC 718. Any Performance-Vesting LTIP Units that are ultimately earned will vest in full at the end of the three-year performance period in December 2026, contingent upon continued employment with the Company through the end of the performance period (with certain exceptions in the event of a change in control of the Company and/or certain qualifying terminations of employment, each as discussed below under the heading “—Potential Payments Upon Termination or Change in Control”).

  72. 2023 Performance-Vesting LTIP Units

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  73. 2023 Performance-Vesting LTIP Units

    With respect to the Absolute TSR Base Units, Relative TSR Base Units and Core FFO Per-Share Base Units, if the following hurdles are achieved over the three-year performance period, the Absolute TSR Base Units, Relative TSR Base Units and Core FFO Per-Share Base Units will become vested as follows (generally subject to continued service through the applicable performance period):

  74. 2023 Performance-Vesting LTIP Units

    | | Threshold Level | Target Level | High Level | Maximum Level | | Vesting Percentage | 50% of Target | 100% | 200% of Target | 300% of Target | | Absolute TSR Performance | | | | | | Relative TSR Performance (based on the Dow Jones All Equity REIT Index) | | | | | | Core FFO Per-Share Growth | | | | |

  75. 2023 Performance-Vesting LTIP Units

    If performance falls between the levels specified in any or all of the three tables above, the applicable portion of the Performance-Vesting LTIP Unit awards to be earned will be determined by straight-line interpolation between the specified levels. To the extent that common stock dividends are declared with an ex-dividend date that occurs during the applicable Performance-Vesting LTIP Unit performance period, unvested Performance-Vesting LTIP Units will entitle their holders to a cash payment equal to 10% of such dividends. In addition, a number of distribution equivalent units having a value equal to total common stock dividends with ex-dividend dates that occur during the performance period with respect to Performance-Vesting LTIP Units that are earned and become vested (less the distributions made with respect to such Performance-Vesting LTIP Units during the performance period as described in the immediately preceding sentence) will vest following the completion of the applicable performance period, up to the maximum number of distribution equivalent units that are included in the Performance-Vesting LTIP Units. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (i) (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in common stock on the applicable ex-dividend date and (ii) to reflect the value of any notional dividends on the notional shares resulting from such hypothetical reinvestment of distributions with an ex-dividend date occurring on or after the hypothetical issuance of such notional shares and on or prior to the last day of the performance period.

  76. 2023 Performance-Vesting LTIP Units

    | 2024 PROXY STATEMENT | 51 |

  77. Performance To Date for Prior Grants

    | Grant Year (Performance Period) and Metrics | Metric Weighting | 2021 | 2022 | 2023 | 2024 | 2025 | Payout as % of Target(1) | | 2020 Grant (Dec 2020 - Dec 2023) | | | | | | | | | Absolute TSR | 33.3% | Absolute TSR achieved below Threshold, Relative TSR achieved above Target and Core FFO Per-Share growth achieved at Maximum (140.5% of Target Earned)(2) | | | | | —% | | Relative TSR vs. Peer Group | 33.3% | | | | | | 40.5% | | Core FFO Per-Share growth | 33.3% | | | | | | 100.0% | | Total | | | | | | | 140.5% | | 2021 Grant (Dec 2021 - Dec 2024) | | | | | | | | | Absolute TSR | 33.3% | | Absolute TSR tracking below Threshold, Relative TSR tracking above Threshold and Core FFO Per-Share growth tracking at Maximum (117.6% of Target Earned)(2) | | | | —% | | Relative TSR vs. Peer Group | 33.3% | | | | | | 17.6% | | Core FFO Per-Share growth | 33.3% | | | | | | 100.0% | | Total | | | | | | | 117.6% | | 2022 Grant (Nov 2022 - Dec 2025) | | | | | | | | | Absolute TSR | 33.3% | | | Absolute TSR tracking below Threshold, Relative TSR tracking above Threshold and Core FFO Per-Share growth tracking at Maximum (130.5% of Target Earned)(2) | | | —% | | Relative TSR vs. Peer Group | 33.3% | | | | | | 30.5% | | Core FFO Per-Share growth | 33.3% | | | | | | 100.0% | | Total | | | | | | | 130.5% |

  78. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company’s business is competitive and the Compensation Committee believes that it is extremely important for the Company to maintain employment agreements with its most senior executives that offer reasonable protections to the executives in connection with transactions and involuntary termination. The employment agreements covering our NEOs generally provide for severance payments and benefits if the executive terminates his or her employment for “good reason” or is terminated by the Company without “cause,” as those terms are defined in each agreement. In addition, our Co-CEOs are eligible to receive severance if our Company elects not to renew the term of their respective employment agreements, provided

  79. Severance and Change in Control Benefits

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  80. Severance and Change in Control Benefits

    that they were willing to continue employment on similar terms. Our Compensation Committee believes that these severance arrangements promote stability and continuity of senior management. These employment agreements also provide for equity award acceleration (excluding performance unit awards) upon a change in control (as defined in our Incentive Award Plan) in order to ensure that our NEOs realize the value of their time-based equity incentive awards if they bring us through a successful sale transaction (accelerated vesting with respect to performance unit awards is governed by the terms of those awards, as described below under the heading “Potential Payments Upon Termination or Change in Control”). By including these severance and change in control provisions in the employment agreements, our Compensation Committee believes we can reinforce and encourage the continued attention and dedication of our NEOs to their assigned duties without distraction in the face of an actual or threatened transaction and ensure that our NEOs are motivated to negotiate the best acquisition consideration for our stockholders. For a description of the material terms of these NEO employment agreements, as well as the treatment of outstanding equity awards in connection with a change in control or qualifying termination, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table” and “—Potential Payments Upon Termination or Change in Control” below.

  81. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, transaction bonus payments, severance payments, certain fringe benefits and payments and acceleration of vesting under long-term incentive plans. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed in accordance with the foregoing.

  82. Section 280G of the Internal Revenue Code

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  83. Accounting Standards

    Accounting Standards ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of restricted stock, Service-Vesting LTIP Units and Performance-Vesting LTIP Units under our equity incentive award plans will be accounted for under ASC Topic 718. Our Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

  84. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for 2023, 2022 and 2021.

  85. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(2) | Total ($) | | Howard Schwimmer Co-Chief Executive Officer | 2023 | 1,000,000 | 10,905,222(3)(4) | 1,925,000 | 18,323 | 13,848,545 | | | 2022 | 825,000 | 10,671,567 | 1,134,375 | 17,351 | 12,648,293 | | | 2021 | 750,000 | 8,456,492 | 937,500 | 16,910 | 10,160,902 | | Michael S. Frankel Co-Chief Executive Officer | 2023 | 1,000,000 | 10,905,222(3)(4) | 1,925,000 | 18,323 | 13,848,545 | | | 2022 | 825,000 | 10,671,567 | 1,134,375 | 17,351 | 12,648,293 | | | 2021 | 750,000 | 8,456,492 | 937,500 | 16,910 | 10,160,902 | | Laura Clark Chief Financial Officer | 2023 | 650,000 | 3,402,461(3) | 1,300,000 | 18,323 | 5,370,784 | | | 2022 | 575,000 | 3,130,003 | 1,150,000 | 17,351 | 4,872,354 | | | 2021 | 500,000 | 2,129,763 | 875,000 | 16,910 | 3,521,673 | | David Lanzer General Counsel and Secretary | 2023 | 525,000 | 1,842,437(3) | 1,050,000 | 18,323 | 3,435,760 | | | 2022 | 475,000 | 1,692,412 | 950,000 | 17,351 | 3,134,763 | | | 2021 | 425,000 | 1,383,496 | 743,750 | 16,910 | 2,569,156 |

  86. Summary Compensation Table

    (1)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentive awards earned for performance in 2023, 2022 and 2021 under the applicable annual cash incentive programs in place for those years. For Messrs. Schwimmer and Frankel, amounts shown for 2023 reflect the portion of each such NEO’s annual cash incentive award (equal to 70% of each such NEO’s annual cash incentive award, or $1,925,000 for 2023) that was paid in cash. (2)Amounts shown in the “All Other Compensation” column for 2023 reflect medical insurance premiums paid by or reimbursed to each NEO by the Company for the direct or indirect benefit of the NEO that are not generally available to all other employees of the Company. (3)Amounts shown in the “Stock Awards” column for 2023 include the full grant-date fair value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units made to executive officers in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 12, 2024. There can be no assurance that awards will vest (and if awards do not vest, no value will be realized by the individual). The Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group are treated as market condition awards as defined under ASC Topic 718, and as a result, they did not have a maximum value on the grant date that differed from the grant date fair values presented in the table. Instead, the maximum value is factored into the calculation of the grant date fair value using a Monte-Carlo simulation pricing model. The Performance-Vesting LTIP Units based on the Company’s growth in Core FFO per diluted share are treated as performance condition awards as defined under ASC Topic 718, and the grant date fair value was measured based on the closing price of our common stock on the grant date ($55.59) and the achievement of FFO per-share performance at the target level (the most probable outcome as of the grant date), which was equal to $1,539,991 for Mr. Schwimmer, $1,539,991 for Mr. Frankel, $520,007 for Ms. Clark and $281,675 for Mr. Lanzer. The maximum value for the Performance-Vesting LTIP Units based on the Company’s growth in Core FFO per diluted share is equal to $4,619,974 for Mr. Schwimmer, $4,619,974 for Mr. Frankel, $1,560,022 for Ms. Clark and $845,024 for Mr. Lanzer, which is calculated by multiplying the closing price of our common stock on the grant date ($55.59) by the number of Core FFO Per-Share Base Units that would be earned upon the achievement of FFO per-share performance at the maximum level. (4)Amounts shown in the “Stock Awards” column for 2023 include, for Messrs. Schwimmer and Frankel, the grant date fair value of the portion of each such NEO’s annual cash incentive award (equal to 30% of each such NEO’s annual cash incentive award) that was settled in fully-vested LTIP Units, which was $825,000 for each of Messrs. Schwimmer and Frankel. The grant date fair value of Messrs. Schwimmer and Frankel’s fully-vested LTIP Units was computed in accordance with ASC Topic 718. In early 2024, at the same time that annual cash incentive awards were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 15,340 fully-vested LTIP Units.

  87. Summary Compensation Table

    | 56 | REXFORD INDUSTRIAL |

  88. Grants Of Plan-Based Awards For 2023

    Grants Of Plan-Based Awards For 2023 The following table sets forth information regarding grants of plan-based awards made to our NEOs during 2023.

  89. Grants Of Plan-Based Awards For 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards; Number of Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Howard Schwimmer | 12/21/2023 | — | — | — | — | — | — | 67,997(3) | 3,518,845 | | | 12/21/2023 | — | — | — | 41,554 | 83,108 | 249,324 | — | 6,561,377 | | | — | 1,000,000 | 2,000,000 | 2,750,000 | — | — | — | — | — | | Michael S. Frankel | 12/21/2023 | — | — | — | — | — | — | 67,997(3) | 3,518,845 | | | 12/21/2023 | — | — | — | 41,554 | 83,108 | 249,324 | — | 6,561,377 | | | — | 1,000,000 | 2,000,000 | 2,750,000 | — | — | — | — | — | | Laura Clark | 12/21/2023 | — | — | — | — | — | — | 22,935(3) | 1,186,887 | | | 12/21/2023 | — | — | — | 14,032 | 28,063 | 84,189 | — | 2,215,574 | | | — | 650,000 | 975,000 | 1,300,000 | — | — | — | — | — | | David Lanzer | 12/21/2023 | — | — | — | — | — | — | 12,412(3) | 642,318 | | | 12/21/2023 | — | — | — | 7,601 | 15,201 | 45,603 | — | 1,200,119 | | | — | 525,000 | 656,250 | 1,050,000 | — | — | — | — | — |

  90. Grants Of Plan-Based Awards For 2023

    (1)Represents threshold, target and maximum annual cash incentive award opportunities for performance in 2023. Messrs. Schwimmer and Frankel’s 2023 annual cash incentive awards were delivered in a combination of cash and LTIP units, with 70% of each such NEO’s annual cash incentive delivered in cash and 30% of each such NEO’s annual cash incentive award delivered in LTIP Units. For more information on the annual cash incentive award paid see “Compensation Discussion and Analysis—Elements of Our Compensation—Annual Incentive Compensation”. (2)Represents awards of Performance-Vesting LTIP Units in our operating partnership. The amounts in the threshold, target and maximum columns correspond to the number of base Performance-Vesting LTIP Units that would be earned in the event that specified threshold, target and maximum goals, respectively, are achieved. These amounts exclude distribution equivalent units which are eligible to vest upon the conclusion of the applicable performance period based on the number of Performance-Vesting LTIP Units actually earned. For more information on these performance unit awards, see “Compensation Discussion and Analysis—Elements of Our Compensation—Long-Term Compensation”. (3)Represents awards of Service-Vesting LTIP Units in our operating partnership. For more information on these Service-Vesting LTIP Unit awards, see “Compensation Discussion and Analysis—Elements of Our Compensation—Long-Term Compensation”. (4)Amounts for 2023 reflect the full grant-date fair value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units granted in 2023, in each case, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units granted to executive officers in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 12, 2024. With respect to any such awards that are subject to vesting, there can be no assurance that awards will vest (and if awards do not vest, no value will be realized by the individual).

  91. Grants Of Plan-Based Awards For 2023

    | 2024 PROXY STATEMENT | 57 |

  92. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  93. Outstanding Equity Awards At December 31, 2023

    Outstanding Equity Awards At December 31, 2023 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023.

  94. Outstanding Equity Awards At December 31, 2023

    | Name | Grant Date(1) | Number of Shares or Stock Units that Have Not Vested (#) | Market Value of Shares of Stock or Units that Have Not Vested ($)(2) | Equity Incentive Plan Awards; Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Units That Have Not Vested ($)(3) | | Howard Schwimmer | 12/23/2021 | 12,580(4) | 705,738 | — | — | | | 12/23/2021 | — | — | 69,193(5) | 3,881,727 | | | 11/8/2022 | 44,493(6) | 2,496,057 | — | — | | | 11/8/2022 | — | — | 122,358(7) | 6,864,284 | | | 12/21/2023 | 67,997(8) | 3,814,632 | — | — | | | 12/21/2023 | — | — | 249,324(9) | 13,987,076 | | Michael S. Frankel | 12/23/2021 | 12,580(4) | 705,738 | — | — | | | 12/23/2021 | — | — | 69,193(5) | 3,881,727 | | | 11/8/2022 | 44,493(6) | 2,496,057 | — | — | | | 11/8/2022 | — | — | 122,358(7) | 6,864,284 | | | 12/21/2023 | 67,997(8) | 3,814,632 | — | — | | | 12/21/2023 | — | — | 249,324(9) | 13,987,076 | | Laura Clark | 12/23/2021 | 3,548(4) | 199,043 | — | — | | | 12/23/2021 | — | — | 19,646(5) | 1,102,141 | | | 11/8/2022 | 14,584(6) | 818,162 | — | — | | | 11/8/2022 | — | — | 40,184(7) | 2,254,322 | | | 12/21/2023 | 22,935(8) | 1,286,654 | — | — | | | 12/21/2023 | — | — | 84,189(9) | 4,723,003 | | David Lanzer | 12/23/2021 | 2,301(4) | 129,086 | — | — | | | 12/23/2021 | — | — | 12,774(5) | 716,621 | | | 11/8/2022 | 7,910(6) | 443,751 | — | — | | | 11/8/2022 | — | — | 21,691(7) | 1,216,865 | | | 12/21/2023 | 12,412(8) | 696,313 | — | — | | | 12/21/2023 | — | — | 45,603(9) | 2,558,328 |

  95. Outstanding Equity Awards At December 31, 2023

    (1)In addition to the vesting schedules described below, each equity award may be subject to accelerated vesting in certain circumstances, as described in “Potential Payments upon Termination or Change in Control” below. (2)The market value of Service-Vesting LTIP Units that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2023 ($56.10) by the number of unvested shares of restricted stock or unvested Service-Vesting LTIP Units outstanding under the applicable award. (3)The market value of unearned Performance-Vesting LTIP Units is calculated by multiplying the fair market value of a share of our common stock on December 31, 2023 ($56.10) by the number of unearned units disclosed in accordance with SEC rules in footnotes 5, 7 and 9. (4)One-third of each Service-Vesting LTIP Unit award vests on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in one remaining installment on December 23, 2024. (5)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute TSR performance is achieved at the threshold level and relative TSR performance is achieved at the target level for the three-year performance period from December 23, 2021 through December 22, 2024, and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2022 through December 31, 2024. (6)One-third of each Service-Vesting LTIP Unit award vests on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in two remaining installments on November 8, 2024 and November 8, 2025.

  96. Outstanding Equity Awards At December 31, 2023

    | 2024 PROXY STATEMENT | 59 |

  97. Outstanding Equity Awards At December 31, 2023

    (7)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute TSR performance is achieved at the threshold level and relative TSR performance is achieved at the target level for the three-year performance period from November 8, 2022 through November 7, 2025, and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2023 through December 31, 2025. (8)One-third of each Service-Vesting LTIP Unit award vests on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in three remaining installments on December 21, 2024, December 21, 2025 and December 21, 2026. (9)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute TSR performance and relative TSR performance is achieved at the maximum level for the three-year performance period from December 21, 2023 through December 20, 2026, and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2024 through December 31, 2026.

  98. Option Exercises And Stock Vested During 2023

    Option Exercises And Stock Vested During 2023 The following table summarizes vesting of restricted stock awards and LTIP Units applicable to our NEOs during the year ended December 31, 2023. None of our NEOs held any options during 2023.

  99. Option Exercises And Stock Vested During 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Howard Schwimmer | 162,311 | 8,924,091 | | Michael S. Frankel | 162,311 | 8,924,091 | | Laura Clark | 35,866 | 1,933,639 | | David Lanzer | 26,138 | 1,425,576 |

  100. Option Exercises And Stock Vested During 2023

    (1)Amounts represent the market value as of the vesting date of the awards, based on the closing price for our common stock on the date of vesting of restricted stock, Service-Vesting LTIP Units or Performance-Vesting LTIP Units.

  101. Potential Payments Upon Termination Or Change In Control

    Potential Payments Upon Termination Or Change In Control

  102. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following table summarizes the payments that would be made to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees. For purposes of the table, a “qualifying termination” refers to a termination by the executive for “good reason” or by the Company without “cause” or, with respect to Messrs. Schwimmer and Frankel, a termination due to Company non-renewal of the executive’s employment agreement.

  103. Summary of Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Death/ Disability ($) | Qualifying Termination (no Change in Control) ($) | Change in Control (no Termination) ($)(1) | Qualifying Termination in Connection with a Change in Control ($)(1) | | Howard Schwimmer | Cash Severance | 2,750,000 | 19,634,375 | — | 19,634,375 | | | Continued Health Benefits | — | 56,396 | — | 56,396 | | | Equity Acceleration | 34,313,902(2) | 34,313,902(2) | 12,964,752(3) | 12,964,752(4) | | | Total | 37,063,902 | 54,004,673 | 12,964,752 | 32,655,523 | | Michael S. Frankel | Cash Severance | 2,750,000 | 19,634,375 | — | 19,634,375 | | | Continued Health Benefits | — | 56,396 | — | 56,396 | | | Equity Acceleration | 34,313,902(2) | 34,313,902(2) | 12,964,752(3) | 12,964,752(4) | | | Total | 37,063,902 | 54,004,673 | 12,964,752 | 32,655,523 | | Laura Clark | Cash Severance | 1,300,000 | 2,807,500 | — | 3,561,250 | | | Continued Health Benefits | 56,396 | 56,396 | — | 56,396 | | | Equity Acceleration | 11,228,191(2) | 11,228,191(2) | 4,212,693(3) | 4,212,693(4) | | | Total | 12,584,587 | 14,092,087 | 4,212,693 | 7,830,339 | | David Lanzer | Cash Severance | 1,050,000 | 2,302,083 | — | 2,928,125 | | | Continued Health Benefits | 56,396 | 56,396 | — | 56,396 | | | Equity Acceleration | 6,226,651(2) | 6,226,651(2) | 2,342,706(3) | 2,342,706(4) | | | Total | 7,333,047 | 8,585,130 | 2,342,706 | 5,327,227 |

  104. Summary of Potential Payments Upon Termination or Change in Control

    (1)In accordance with the employment agreement terms, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the NEO that are more favorable than the net after-tax payments and benefits payable to the NEO in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No NEO (or other employee) is entitled to any tax gross-up payment in connection with change in control payments (or otherwise). (2)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2023 and (ii) the number of Performance-Vesting LTIP Units that would become earned and vested at the end of the performance period, assuming absolute and relative TSR performance continue at the same rate as we experienced from the first day of the applicable performance period through December 31, 2023, Core FFO per diluted share growth continues at the same rate as we experienced for the year ended December 31, 2023, and including the assumed number of distribution equivalent units that will be allocated in connection with those units. (3)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2023 and (ii) the accelerated vesting of the NEO’s Performance-Vesting LTIP Unit awards as described in the narrative above. The Performance-Vesting LTIP Unit awards were valued for each NEO by multiplying (i) the number of Performance-Vesting LTIP Units that would have been earned as if the date of the change in control occurred on December 31, 2023, by (ii) the fair market value of a share of our common stock on December 31, 2023 ($56.10). The number of Performance-Vesting LTIP Units that would have been earned as of December 31, 2023 is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2023 and the target number of Core FFO Per-Share Base Units. (4)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2023 and (ii) the accelerated vesting of the NEO’s Performance-Vesting LTIP Unit awards as described in the narrative above with respect to a change in control. The Performance-Vesting LTIP Unit awards were valued for each NEO by multiplying (i) the number of Performance-Vesting LTIP Units that would have been earned as if the date of the change in control occurred on December 31, 2023, by (ii) the fair market value of a share of our common stock on December 31, 2023 ($56.10). The number of Performance-Vesting LTIP Units that would have been earned as of December 31, 2023 is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2023 and the target number of Core FFO Per-Share Base Units.

  105. Summary of Potential Payments Upon Termination or Change in Control

    | 2024 PROXY STATEMENT | 63 |

  106. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation for Howard Schwimmer and Michael Frankel (our Co-CEOs) to the median of the annual total compensation of all of our employees, excluding Mr. Schwimmer and Mr. Frankel (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year: •the annual total compensation of our Co-CEOs, Mr. Schwimmer and Mr. Frankel, as reported in the Summary Compensation Table above, was $13,848,545 for each Co-CEO. •the annual total compensation of the employee who represents our median compensated employee (other than Mr. Schwimmer and Mr. Frankel) was $136,671. Based on this information, for 2023, the annual total compensation of each of our Co-CEOs was approximately 101 times the median of the annual total compensation of all of our employees (other than our Co-CEOs).

  107. Pay Versus Performance

    Pay Versus Performance

  108. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information comparing the compensation actually paid by us (“Compensation Actually Paid” or “CAP”) to our NEOs (within the meaning of the applicable disclosure rules) for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020 and our financial performance for each such fiscal year.

  109. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total for first PEO ($)(1) | CAP to first PEO ($)(2) | SCT Total for second PEO ($)(1) | CAP to second PEO ($)(2) | Average SCT Total for Non-PEO NEOs ($)(3) | Average CAP to Non-PEO NEOs ($)(2) | TSR ($)(4) | Peer Group TSR ($)(5) | Net Income ($ in 000’s)(6) | Core FFO Per Diluted Share ($)(7) | | 2023 | 13,848,545 | 12,926,929 | 13,848,545 | 12,926,929 | 4,403,272 | 4,275,642 | 133.85 | 112.21 | 249,591 | 2.19 | | 2022 | 12,648,293 | 1,245,522 | 12,648,293 | 1,245,522 | 4,003,559 | 2,059,645 | 126.70 | 100.82 | 177,157 | 1.96 | | 2021 | 10,160,902 | 31,041,449 | 10,160,902 | 31,041,449 | 3,045,415 | 6,189,187 | 184.09 | 134.44 | 136,246 | 1.64 | | 2020 | 8,349,051 | 10,827,663 | 8,349,051 | 10,827,663 | 1,618,023 | 2,290,487 | 109.69 | 95.21 | 80,895 | 1.32 |

  110. Pay Versus Performance Table

    (1)Amounts reflect the annual total compensation paid to each Principal Executive Officer (“PEO”), which include our Co-CEOs, Mr. Schwimmer (“first PEO”) and Mr. Frankel (“second PEO”), as reported in the Summary Compensation Table (the “SCT”) on page 56. (2)The table below details the additions to and deductions from the Summary Compensation Table totals and Average Summary Compensation Table totals to calculate Compensation Actually Paid amounts and Average Compensation Actually Paid amounts for our PEOs and Non-PEO NEOs, respectively. (3)Reflects the average annual total compensation of our CFO, Laura Clark, and our General Counsel, David Lanzer for 2023, 2022 and 2021, as reported in the Summary Compensation Table on page 56. Reflects the average annual total compensation of Laura Clark, Adeel Khan (our former CFO) and David Lanzer for 2020. (4)Total Shareholder Return for each reported year reflects the cumulative return on our common stock assuming the investment of $100 in our common stock on December 31, 2019, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable period. (5)Reflects the Total Shareholder Return of the Dow Jones Equity All REIT Index (the “Peer Group”). Peer Group Total Shareholder Return for each reported year reflects the cumulative return on common stock assuming the investment of $100 in common stock weighted according to the market capitalization of the Peer Group companies on December 31, 2019, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable period. (6)Reflects net income as defined under GAAP and as reported in our audited consolidated statements of operations during the applicable year. (7)Reflects our most important financial performance measure used to link compensation paid to our NEOs for the most recently completed fiscal year. See Appendix A for the definition of “Core FFO per diluted share,” which is a non-GAAP financial measure, and reconciliations of net income to Core FFO for each applicable period.

  111. Pay Versus Performance Table

    | 2024 PROXY STATEMENT | 65 |

  112. Pay Versus Performance Table

    The following table reconciles the PEO Summary Compensation Table total to Compensation Actually Paid and the Non-PEO NEOs Average Summary Compensation Table total to Average Compensation Actually Paid for the period ended December 31, 2023. Because our Co-CEOs receive identical compensation as shown in the table above, for readability, we have only included one column to describe the adjustments for each of them.

  113. Pay Versus Performance Table

    | | 2023 | | | | Each PEO | Non-PEO NEOs Average | | Summary Compensation Table — Total Compensation(1) | $13,848,545 | $4,403,272 | | DEDUCT: Amounts reported under the “Stock Awards” column in the SCT(2) | (10,905,222) | (2,622,449) | | ADD: Fair value of awards granted during year that remain unvested as of year-end(3)(4)(5) | 10,304,778 | 2,680,887 | | ADD: Fair value of awards granted during year that vested during year(6) | 825,000 | — | | ADD/DEDUCT: Change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(3)(4)(5) | 814,035 | 212,430 | | ADD/DEDUCT: Change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(3) | (2,211,569) | (457,572) | | ADD: Dividends or other earnings paid during year prior to vesting date of award(7) | 251,362 | 59,074 | | Compensation Actual Paid (as defined by SEC rule) | $12,926,929 | $4,275,642 |

  114. Pay Versus Performance Table

    (1)Represents Total Compensation as reported in the SCT for the year ended December 31, 2023. With respect to the non-PEO NEOs, amounts shown represent averages. (2)Represents the aggregate grant date fair value of the outstanding and unvested Service-Vesting LTIP Units and unvested Performance-Vesting LTIP Units granted during the indicated fiscal year, computed in accordance with ASC Topic 718. (3)Fair value or change in fair value, as applicable, of equity awards was computed in accordance with ASC Topic 718, and determined by reference to (i) for Service-Vesting LTIP Units, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), multiplied by a discount for book-up risk, where applicable; (ii) for Performance-Vesting LTIP Units that are based on the Company’s growth in Core FFO, the closing price per share on the applicable year-end date(s), multiplied by the number of units corresponding to the probability of achievement of the applicable performance objective as of the applicable date or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), multiplied by the actual number of units that vested; and (iii) for Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), multiplied by the actual number of units that vested. (4)The material differences in assumptions from the grant date values are as follows: (i) For Service-Vesting LTIP Units, changes in the closing price per share as of each applicable year-end date (see note (5) below). (ii) For Performance-Vesting LTIP Units that are based on the Company’s growth in Core FFO, changes in the probability assumptions and changes in the closing price per share as of each applicable year-end date. The probability assumptions for such Performance-Vesting LTIP Units granted in 2022 changed from the target level at grant to the high level at December 31, 2023. (iii) For Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group, changes in Monte Carlo simulation inputs, including changes in the selected Company volatility input, the risk-free interest rate input and the range of share price volatilities for the peer group companies at each applicable year-end date. For Monte Carlo simulations performed for awards with open performance periods as of the end of each fiscal year, (a) the selected Company volatility input ranged from 27.0% to 30.0%, (b) the average of the risk-free interest rate input used was 4.2%, (c) the median expected share price volatility for the peer group companies ranged from 27.5% to 31.0%, and (d) the average expected share price volatility for the peer group companies ranged from 33.9% to 35.3%. (5)The closing price per share of our common stock as of December 31, 2023 and 2022 was $56.10 and $54.64, respectively. (6)Represents the fair value of the portion of Messrs. Schwimmer and Frankel’s annual cash incentive award (equal to 30% of each such NEO’s annual cash incentive award) that was settled in fully-vested LTIP Units shortly after the end of 2023. (7)Represents cash distributions paid during 2023 on (i) unvested Service-Vesting LTIP Units (equal to dividends paid on our common stock) and (ii) unvested Performance-Vesting LTIP Units (equal to 10% of dividends paid on our common stock) that are not otherwise reflected as compensation for 2023.

  115. Pay Versus Performance Table

    | 66 | REXFORD INDUSTRIAL |

  116. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

  117. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    | 2024 PROXY STATEMENT | 67 |

  118. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  119. COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

    COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

  120. COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

    | 68 | REXFORD INDUSTRIAL |