DEF 14A of Rexford Industrial Realty, Inc., Apr 14, 2025

DEF 14A of Rexford Industrial Realty, Inc.

Filed Apr 14, 2025 · FY20240001571283-25-000015

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot

  2. Director Nominee Snapshot

    | 2025 PROXY STATEMENT | 13 |

  3. Director Nominee Snapshot

    | PROPOSAL NO. 1 Election of Directors The Board currently consists of eight directors. Current Chairman of the Board and director Richard Ziman provided notice to the Company of his decision not to stand for re-election to the Board and to retire from his role on the Board at the end of his current term. Mr. Ziman’s decision was not a result of any disagreement with the Company on any matter relating to its operations, policies and practices. As a result and effective as of the Annual Meeting, the size of the Board will be reduced to seven directors. At the Annual Meeting, our stockholders will elect seven directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. Additionally, the Board, at the recommendation of the Nominating and Governance Committee, elected Tyler Rose to succeed Mr. Ziman as the Chairman of the Board, subject to Mr. Rose’s re-election to the Board at the Annual Meeting. •The Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. •In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity. •The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Rexford Industrial Realty, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires. | | | •Robert L. Antin* •Michael S. Frankel (Co-Chief Executive Officer) •Diana J. Ingram* •Angela L. Kleiman* | •Debra L. Morris* •Tyler H. Rose*+ (Lead Independent Director/Expected Chairman) •Howard Schwimmer (Co-Chief Executive Officer) | | * Independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards. + The Board has approved the appointment of Mr. Rose to serve as Chairman of the Board effective after the Annual Meeting, subject to the election of the seven directors set forth in this Proposal No. 1. Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board. | |

  4. Director Nominee Snapshot

    | | The Board of Directors unanimously recommends that the stockholders vote “FOR” the seven nominees listed in this Proxy Statement. |

  5. Director Nominee Snapshot

    | 14 | REXFORD INDUSTRIAL |

  6. 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.

  7. 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. | | | | | | | |

  8. Summary of Director Nominee Qualifications and Experience

    | 2025 PROXY STATEMENT | 15 |

  9. 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.

  10. Director Nominees

    | | Robert L. Antin INDEPENDENT Founder and Former Chairman, Chief Executive Officer and President, VCA Inc. | | | | Age: 75 Director since: IPO Board committees: Compensation (Chair) | Other public company directorships: B. Riley Financial (NASDAQ: RILY); |

  11. 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 | | |

  12. Director Nominees

    | | Michael S. Frankel Co-Chief Executive Officer, Rexford Industrial Realty, Inc. | | | | Age: 62 Director since: IPO | Other public company directorships: None |

  13. 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 21 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. •Master 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 | | |

  14. Director Nominees

    | 16 | REXFORD INDUSTRIAL |

  15. Director Nominees

    | | Diana J. Ingram INDEPENDENT Former Consulting Director, Oracle Consulting | | | | Age: 67 Director since: April 2018 Board committees: Nominating and Corporate Governance (Chair); Audit | Other public company directorships: None |

  16. 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 |

  17. Director Nominees

    | | Angela L. Kleiman INDEPENDENT President and Chief Executive Officer, Essex Property Trust | | | | Age: 55 Director since: December 2021 Board committees: Audit; Compensation | Other public company directorships: Essex Property Trust |

  18. 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 |

  19. Director Nominees

    | 2025 PROXY STATEMENT | 17 |

  20. Director Nominees

    | | Debra L. Morris INDEPENDENT President, AccessHope | | | | Age: 66 Director since: December 2020 Board committees: Audit; Compensation; Nominating and Corporate Governance | Other public company directorships: biote Corp. (Nasdaq: BTMD) Progyny, Inc. (Nasdaq: PGNY) |

  21. Director Nominees

    | BACKGROUND •Serves as President of AccessHope, a company changing the way leading-edge cancer expertise is delivered, since November 2024, after serving as Chief Financial Officer and Chief Operating Officer since May 2024. •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. •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. •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, from May 2020 through February 2024. •Currently serves on the board, the Audit Committee and the Nominating and Corporate Governance Committee of biote Corp., a provider of curriculum and clinical training program with state-of-the-art training facility and serves on the board and is a member of the Compensation Committee of Progyny, Inc., a company that provides transformative fertility, family building and women's health benefits solution. 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 |

  22. Director Nominees

    | | Tyler H. Rose LEAD INDEPENDENT DIRECTOR President and Chief Financial Officer of IQHQ, Inc. | | | | Age: 64 Director since: February 2015 Board committees: Audit (Chair); Nominating and Corporate Governance | Other public company directorships: None |

  23. 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. •Master of 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 | | |

  24. Director Nominees

    | 18 | REXFORD INDUSTRIAL |

  25. Director Nominees

    | | Howard Schwimmer Co-Chief Executive Officer, Rexford Industrial Realty, Inc. | | | | Age: 64 Director since: IPO | Other public company directorships: None |

  26. 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. •Over 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 | | |

  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 2024 (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. Director Compensation

    | 2025 PROXY STATEMENT | 29 |

  29. Elements of 2024 Non-Employee Director Compensation

    Elements of 2024 Non-Employee Director Compensation Under the Director Compensation Program, for 2024, non-employee directors received: Annual cash retainers for 2024 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 2024 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 between annual stockholder meetings, 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.

  30. Elements of 2024 Non-Employee Director Compensation

    | 30 | REXFORD INDUSTRIAL |

  31. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides details regarding the 2024 compensation of our non-employee directors:

  32. 2024 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Robert L. Antin | 120,000 | 149,991 | 269,991 | | Diana J. Ingram | 140,000 | 149,991 | 289,991 | | Angela L. Kleiman | 130,000 | 149,991 | 279,991 | | Debra L. Morris | 140,000 | 149,991 | 289,991 | | Tyler H. Rose | 150,000 | 149,991 | 299,991 | | Richard Ziman | 175,000 | 149,991 | 324,991 |

  33. 2024 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 2024 services. For all directors, fourth quarter 2024 fees were paid in January 2025. (3)Represents 3,357 shares of restricted common stock granted to each of Messrs. Antin, Rose and Ziman and Mses. Ingram, Kleiman and Morris on June 11, 2024. Amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2024, 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 10, 2025. As of December 31, 2024, Messrs. Antin, Rose and Ziman and Mses. Ingram, Kleiman and Morris each held 3,357 shares of our restricted common stock.

  34. Rexford’s Proven Track Record

    | Operational Outperformance | | | | Long-Term Shareholder Value Creation | | | Consolidated NOI Growth (5-Year CAGR)(1) | | Core FFO Per Share Growth (5-Year CAGR)(1) | | Dividend Per Share Growth (Since IPO)(2) | Total Stockholder Return (Since IPO)(3) | | | | | | 248% | 268% | | | | | | 11 consecutive years of dividend increases | Exceeding the Industrial Peer Group(1) Average of 266% | | REXR | Industrial Peer Group Average | REXR | Industrial Peer Group Average | | |

  35. Rexford’s Proven Track Record

    (1)See Appendix A for the calculation of the 5-year CAGR of our consolidated NOI and Core FFO per diluted share. The Industrial Peer Group includes EastGroup Properties, Inc., First Industrial Realty Trust, Inc., Prologis, Inc., STAG Industrial, Inc. and Terreno Realty Corporation. The Industrial Peer Group Average 5-year CAGR is based on consolidated NOI and Core FFO (or FFO) per diluted share as reported by each Industrial Peer Group company from 2020 through 2024. (2)Based on actual dividends declared from Q4-2013 (annualized) to 2024. (3)Based on TSR from our IPO on July 19, 2013 to December 31, 2024.

  36. Snapshot of Our Compensation Program

    | | | Pay Element Allocation | | Compensation Type | | | | | | CEO | Average Other NEOs(1) | | Objective | Key Characteristics | | | | | | Fixed Cash | Based upon retrospective consideration of results as well as forward performance expectations at a level that is commensurate with our NEOs’ positions and provide competitive fixed pay to attract and retain our NEOs. | Reviewed annually but only adjusted when appropriate. | | | | | | Variable Incentive Cash and Equity | Incentivize the attainment of short-term Company objectives (that align the interests of our NEOs with those of our long-term stockholders) and individual contributions to the achievement of those objectives for the year. | Variable compensation weighted 70% on pre-established objective measures: •Core FFO per Diluted Share (35%) •Consolidated Portfolio NOI Growth (35%) Weighted 20% on qualitative measures. Weighted 10% on ESG performance (modified to be an objective measure in 2025). | | | | Service-Vesting LTIP Units | | Variable Incentive Equity | Align the interests of NEOs with long-term stockholder value. Promote retention by requiring continued employment over a multi-year period as a condition to vesting. | •Grant size was determined based on a detailed retrospective review of the Company’s overall annual performance and the compensation levels of the individual NEO in comparison to our Executive Compensation Peer Group. •Vest ratably over a three-year period. •Beginning with awards granted in 2025, units may not be sold for at least one year following vesting. | | | | | | | | | | | | Performance-Vesting LTIP Units | | Variable Incentive At-Risk Equity | Motivate and reward NEOs for performance on key long-term measures. Enhance the overall pay-for-performance structure of our executive compensation program and align the interests of NEOs with long-term stockholder value. Promote retention by requiring continued employment over a multi-year performance period. | Only provides tangible value upon the creation of meaningful long-term value creation above specified hurdles over a three-year performance period. •2024 awards are based equally on achievement of: ◦Company’s TSR performance relative to a peer group (the Dow Jones U.S. Equity REIT Index) ◦Company’s growth in Core FFO per diluted share •Final achievement is subject to a modifier that may reduce payouts if absolute TSR is less than 10%. •Cliff vest following the end of a three-year performance period. | | | | | | | | |

  37. 2024 Say-on-Pay Vote and Stockholder Engagement

    | | ENGAGED | | REVIEWED AND ANALYZED | | IMPLEMENTED CHANGES | | •Reached out to shareholders representing 94% of our common stock in 2024 •Met or spoke with shareholders representing over 67% of our common stock in 2024; the Chairman of our Compensation Committee participated in several meetings with our shareholders •Engaged with proxy advisors, including ISS •Engaged a new independent compensation consultant | | •Reviewed results from the annual meeting and stockholder feedback •Reviewed and analyzed reports published by proxy advisors •Reviewed our compensation program vs. current market and governance practices | | •Removed largest peers from our Executive Compensation Peer Group •Reduced maximum payout under LTIP structure •Limited performance-vesting LTIP Unit payouts based on absolute TSR performance •Beginning with awards granted in 2025, added a one-year post-vesting holding period to service-vesting LTIP Units •Increased formulaic components of 2025 Annual Cash Incentive awards to 80% of potential payout •Enhanced CD&A transparency and disclosure | |

  38. Pay-for-Performance and Compensation Highlights

    | | 2024 Core FFO Growth Results and Peer Group Comparison | | | | | •2024 Core FFO per Diluted Share Target was set 5% higher than 2023 Results – 2024 Core FFO per diluted share target was established at $2.30 per diluted share, or $0.11 higher than 2023 results; this goal was also meaningfully higher than the 4% average FFO per share growth between 2016-2023 for the Executive Compensation Peer Group used at the time goals were established. | | | | | | | | REXR 2024 Target | REXR 2024 Actual | Average Peer Group | | | 2024 Consolidated NOI Growth Results and Peer Group Comparison | | | | | •Consolidated Portfolio NOI Target Required 10% Growth – Significantly higher than the 7% average annual consolidated NOI growth between 2016-2023 for the Executive Compensation Peer Group used at the time goals were established. | | | | | | | | REXR 2024 Target | REXR 2024 Actual | Average Peer Group |

  39. Pay-for-Performance and Compensation Highlights

    •Co-CEOs Elected to Receive 100% of Cash Bonus in Equity – Further enhances the long-term alignment between our co-CEOs and long-term stockholders. •Majority of annual long-term incentives are at-risk performance-vesting LTIP Units tied to aggressive TSR and FFO goals with 55% of annual LTI value granted in the form of performance-vesting LTIP Units and 45% in the form of service-vesting LTIP Units, for our Co-CEOs.

  40. Pay-for-Performance and Compensation Highlights

    | •In 2024, the Co-CEOs’ performance-driven LTI hurdles resulted in the forfeiture of 67% of the grant date value of 2021 Performance-Vesting Units – Forfeitures totaled $2.9 million for each of our Co-CEOs (based on value of earned payout of 100% of target Performance-Vesting LTIP Units determined using the closing price of the Company’s common stock as of December 31, 2024 of $38.66 vs. the grant date fair value as reported in our 2022 Proxy Statement). | | | | | Value at Grant Date (2021) | Value of Earned Units (2024) |

  41. Pay-for-Performance and Compensation Highlights

    •2024 Performance-Vesting LTIP Units Structured with Lower Maximum Payout Percentage Opportunity Leverage and Streamlined Goals – Streamlined the primary performance metrics to only include relative TSR and Core FFO per diluted share growth, with payouts up to 225% for these metrics on a standalone basis (as compared to 300% in prior years). Additionally, we continue to use market-leading, rigorous performance goals that require relative TSR being at or above the 90th percentile and Core FFO per diluted share growth being at least 16% to earn the maximum payouts. The new program also contains an absolute TSR modifier that may adjust the payout percentage, including a reduction of 25 percentage points if absolute TSR is negative. •Beginning in 2025, Service-Vested LTIP Units Will Include a One-Year Holding Period Following the Vesting Date – Further enhances the long-term alignment between our Co-CEOs and long-term stockholders.

  42. 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 for future officers | Guaranteed or uncapped payouts | | Minimum stock ownership guidelines | | | SEC and NYSE compliant compensation clawback policy for NEOs | | | Regular engagement with investors | | | Limit LTI payouts if TSR is less than 10% | | | Require service-vested LTIP units to be held for at least one year following vesting | |

  43. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has retained an independent compensation consultant to advise it in connection with its responsibilities. In July 2024, the Compensation Committee retained Ferguson Partners Consulting L.P. (“FPC”) to provide information on peer group compensation data, including pay levels and incentive compensation programs, plan governance and other and executive compensation-related market practices. Prior to July 2024, the Compensation Committee had retained Farient Advisors as its independent compensation consultant. The Compensation Committee has considered the independence of each of FPC and Farient Advisors, consistent with the requirements of NYSE, and has determined that each of FPC and Farient Advisors 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 FPC or Farient Advisors.

  44. Executive Compensation Peer Group

    Executive Compensation Peer Group The Compensation Committee annually reviews the peer group for compensation benchmarking comparisons and makes updates as needed to align with the established criteria and the Company’s strategy. We use the peer group to gather competitive market data on executive pay levels, executive compensation program design, and evolving trends in pay practices as a reference point in assessing the competitiveness of our compensation program. For 2024, we engaged in a holistic review of our Executive Compensation Peer Group and selection process based on feedback from our stockholders and aimed to rebalance our peer group based on this feedback. Based upon this review and input from our compensation consultant, the Company considered the following in selecting our Executive Compensation Peer Group: •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 •REITs that are comparable in terms of size within an approximate range of 0.5x to 2.5x the size of the Company in terms of total capitalization and/or implied equity market capitalization, which reflects a narrowed scope as compared to 2023 from 0.25x to 3.0x to rebalance the overall composition of our peer group. Based on the above, the following changes were made to the Executive Compensation Peer Group: •Removed Ventas, Inc., Sun Communities, Inc., and Host Hotels & Resorts, Inc., which reflected our three largest peers. •Removed Terreno Realty Corporation and LXP Industrial Trust, which reflected our two smallest peers that also operate under more simplified net-lease business models. The following table reflects the list of companies in our Executive Compensation Peer Group and the relevant size parameters that were reviewed at the time the peer group was approved. At the time our Executive Compensation Peer Group was approved, the Company approximated the 60th - 70th percentile based on size.

  45. Executive Compensation Peer Group

    | 44 | REXFORD INDUSTRIAL |

  46. Executive Compensation Peer Group

    | Company | Ticker | Implied Equity Market Cap ($ million)(1) | Total Cap ($ million)(1) | | Alexandria Real Estate Equities, Inc. | ARE | 21,897 | 38,839 | | Americold Realty Trust, Inc. | COLD | 8,095 | 11,597 | | AvalonBay Communities, Inc. | AVB | 29,445 | 37,579 | | BXP, Inc. | BXP | 11,764 | 29,663 | | Douglas Emmett, Inc. | DEI | 2,926 | 8,440 | | EastGroup Properties, Inc. | EGP | 9,017 | 10,714 | | First Industrial Realty Trust, Inc. | FR | 7,262 | 9,583 | | Kennedy-Wilson Holdings, Inc. | KW | 1,429 | 7,597 | | Kilroy Realty Corporation | KRC | 4,095 | 9,521 | | Kimco Realty Corporation | KIM | 14,318 | 22,733 | | Medical Properties Trust, Inc. | MPW | 2,880 | 12,981 | | SL Green Realty Corp. | SLG | 4,200 | 9,222 | | STAG Industrial, Inc. | STAG | 7,184 | 9,873 | | UDR, Inc. | UDR | 15,018 | 21,078 | | Vornado Realty Trust | VNO | 5,868 | 16,476 | | Rexford Industrial Realty, Inc. | REXR | 11,080 | 14,613 | | Peer Group Median | | 7,679 | 12,289 |

  47. Executive Compensation Peer Group

    (1)Per S&P Capital IQ; as of July 19, 2024. Implied equity market cap is calculated as follows: (common shares outstanding + convertible operating partnership units outstanding) multiplied by closing stock price on July 19, 2024. Total capitalization is calculated as follows: implied equity market cap plus debt, plus the book value of any preferred stock issued by the company or subsidiaries.

  48. Use of Peer Group Data

    Use of Peer Group Data The 2024 Executive Compensation Peer Group was used by the Compensation Committee to evaluate pay levels and overall compensation design. On an annual basis, the Compensation Committee reviews the competitive position of each of our executives compared to the most relevant benchmark data, further described below, in addition to overall compensation program design in an effort to maintain an appropriately competitive compensation program. The Compensation Committee does not target compensation at a specific percentile of peer group data. Rather, the Compensation Committee seeks to develop an overall compensation program that is informed by peer group data, as well as other factors that the Compensation Committee, in its collective judgment, believes to be relevant, including our unique leadership structure. Factors that the Compensation Committee considers include an executive’s experience and performance and internal pay equity among the Company’s senior management team (considering each executive’s respective scope of responsibilities and specific skills, and ability to impact business results) and other business events or conditions.

  49. Co-CEO Peer Group Evaluation

    Co-CEO Peer Group Evaluation When considering peer group data for our Co-CEOs, the Compensation Committee undertakes a thorough review process in assessing their compensation and the Co-CEO structure, including: •Reviewing the pay of our Co-CEOs only relative to the average compensation of the CEO and the second highest paid named executive officer at each peer group company, irrespective of title (i.e., typically not a CEO), which ultimately results in a reduction in the magnitude of the peer group market data used to benchmark each Co-CEO’s pay as compared to standalone CEO market data. •Reviewing the combined pay of our NEO team relative to the top five highest paid named executive officers at each peer group company, to understand the impact of our Co-CEO structure on aggregate compensation for our NEOs. Our Co-CEO structure has been in place since our inception and is a key, productive differentiator in driving above-peer performance and continues to provide broad expertise and deep leadership at the highest level of the Company. Each of our Co-CEOs contributes extensive, complimentary skills, experience and expertise that, combined, have enabled superior long-term decision-making and results. Mr. Schwimmer contributes over 40 years of industrial real estate investment and management expertise focused exclusively on operating, leasing, improving and investing to create value within the infill Southern California industrial market. Mr. Frankel contributes approximately 40 years of entrepreneurial, corporate strategy,

  50. Co-CEO Peer Group Evaluation

    | 2025 PROXY STATEMENT | 45 |

  51. Co-CEO Peer Group Evaluation

    investment and finance experience, including 21 years co-managing Rexford and its predecessor industrial real estate investment business. Messrs. Frankel and Schwimmer have been co-managing Rexford and its predecessor industrial real estate investment business together since 2004, dating to approximately ten years prior to the Rexford initial public offering on the New York Stock exchange. The exemplary operating partnership developed and executed by Messrs. Schwimmer and Frankel as co-managers over the prior 21 years enables a seamless level of collaboration today, which includes shared responsibility for all major CEO-level decisions. Based on these factors and our prudent use of peer group data to ensure both the overall competitiveness and reasonableness of their compensation, we believe that our Co-CEO structure and compensation are appropriate and represent a competitive advantage for the Company, providing an efficient and effective model to support our future growth.

  52. Base Salary

    Base Salary Consistent with the Company’s philosophy of tying pay to performance, base pay represents the smallest component of each of our NEO’s compensation. 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 with prior performance as a benchmark combined with expectations for future performance within a competitive range of base salaries paid to 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 2024 base salaries of Ms. Clark and Mr. Lanzer by 8% relative to 2023 based on each individual’s overall performance and the Company’s overall performance and growth relative to the Executive Compensation Peer Group. There was no increase to the 2024 base salaries of Messrs. Schwimmer and Frankel.

  53. Annual Incentive Compensation

    Annual Incentive Compensation 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 “2024 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 (the “Quantitative Performance Criteria”), (ii) 20% of such NEO’s annual cash incentive opportunity was based on qualitative criteria determined by the Compensation Committee (the “Qualitative Performance Criteria”), and (iii) the remaining 10% of such NEO’s annual cash incentive opportunity was based on ESG performance. The Compensation Committee believes that this structuring of the 2024 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 long-term shareholders through appropriate retention of our NEOs.

  54. 2024 Annual Cash Incentive Opportunities

    2024 Annual Cash Incentive Opportunities The Compensation Committee did not approve any increase to the threshold, target and maximum annual cash incentive opportunities for the NEOs. Under the 2024 STI Program, each NEO was eligible for an annual cash incentive opportunity that was expressed as a percentage of base salary as follows:

  55. 2024 Annual Cash Incentive Opportunities

    | Named Executive Officer | Threshold | Target | Maximum | | Howard Schwimmer | 100% | 200% | 275% | | Michael S. Frankel | 100% | 200% | 275% | | Laura Clark | 100% | 150% | 200% | | Michael Fitzmaurice(1) | N/A | N/A | N/A | | David Lanzer | 100% | 125% | 200% |

  56. 2024 Annual Cash Incentive Opportunities

    (1)Mr. Fitzmaurice was hired and appointed Chief Financial Officer on November 18, 2024 and was not eligible for a pro-rated annual cash incentive/bonus for the length of time serving as CFO in 2024.

  57. 2024 Annual Cash Incentive Opportunities

    | No Increases to 2024 or 2025 Bonus Opportunities for all NEOs |

  58. 2024 Annual Cash Incentive Metrics and Actual Awards

    2024 Annual Cash Incentive Metrics and Actual Awards The Compensation Committee approved the 2024 corporate scorecard using our Board- approved annual budget, guidance to the street, information on performance relative to our peers and considering the market environment for our business. In determining actual 2024 payouts under the 2024 STI Program for Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer, the Compensation Committee reviewed Company performance in 2024 against the Quantitative Performance Criteria, the Qualitative Performance Criteria and the ESG Performance Criteria, as follows:

  59. 2024 Annual Cash Incentive Metrics and Actual Awards

    | | | Goals Established/Achieved | | | | Performance Criteria(1) / Reason Selected | Weighting | Threshold | Target | Maximum | | Quantitative: Core FFO per Diluted Share •Encourages focus on profitability as measured by the most frequently used REIT earnings measurement on a per share basis and mitigates the risk of non-profitable acquisitions or other low-quality growth. | | | | | | Quantitative: Consolidated Portfolio NOI Growth •Included as a performance metric because it includes the near-term results of Rexford’s internal and external growth initiatives and the achievement of increased operating efficiencies that ultimately drive the long-term results of the Rexford business model and form the foundation for value-creation for our stockholders. | | | | |

  60. 2024 Annual Cash Incentive Metrics and Actual Awards

    (1)See Appendix A for definitions of consolidated “NOI” and “Core FFO” and reconciliations of net income (computed under GAAP) to NOI and Core FFO.

  61. 2024 Annual Cash Incentive Metrics and Actual Awards

    | 2025 PROXY STATEMENT | 47 |

  62. 2024 Annual Cash Incentive Metrics and Actual Awards

    | Performance Criteria / Reason Selected | Weighting | Goals Established | Achieved: | | ESG Performance •Encourages focus and progress toward our 2024 ESG goals published within the annual ESG report and promotes transparency on our ESG strategy that is rooted in advancing sustainability and value-creation initiatives to our tenants, partners and long-term stockholders. | | Target: Achievement of 2024 ESG goals within the published annual ESG report. | | | | | •10MW in additional solar commitments. | | | | | •LEED Silver or higher for all ground-up developments and LEED Certified or higher for repositionings with eligible scope. | | | | | •Gold or higher Green Lease Leader. | | | | | •3,000 hours of employee volunteer time. | | | | | •Average of 20 training hours per employee. | | | | | •100% of employees participated in Inclusion and Anti-Bias training. | |

  63. 2024 Annual Cash Incentive Metrics and Actual Awards

    | Performance Criteria / Reason Selected | Weighting | Goals Established | | Qualitative | | Criteria: Favorable positioning of the Company for future growth | | •Motivates management to execute on strategic objectives and key priorities, including favorable positioning of the Company for future growth, capital structure and balance sheet management and management through market volatility, among other variables as deemed appropriate. •The Compensation Committee believes that including a qualitative component is important to reward and motivate performance factors that may not be fully quantifiable and to take into account priorities that may arise throughout the year | | •Completed $1.5 billion in accretive investments representing 56 properties with a combined 4.6 million rentable square feet of buildings on 218.3 acres of land, 100% located within prime, infill Southern California industrial submarkets. | | | | •Stabilized ten of our repositioning and redevelopment properties with a combined 0.8 million rentable square feet at a weighted average unlevered stabilized yield of 7.5%. | | | | •Demonstrated strength in leasing activity with the execution of over 8.1 million square feet of new and renewal leases with aggregate GAAP re-leasing spreads of 38.9%, at average lease rates estimated to be approximately 19% higher than average lease rates generally executed within the Company’s infill Southern California market overall. | | | | •Increased year-over-year operating leverage (NOI margin) by +50 bps to 77.2% from 76.7% and reduced G&A as a percentage of revenue by 60 bps to 8.8% from 9.4% in 2023. | | | | •Executed executive leadership changes including the promotion of Laura Clark to COO and the appointment of Michael Fitzmaurice to CFO. In addition, continued execution of Company’s strategic organizational development plan, including the formation, realignment and key talent additions within several departments including Asset Management, Marketing and Human Resources. | | | | Criteria: Capital structure, balance sheet management and management through market volatility | | | | •Raised $2.0 billion of capital, including $841 million through a public offering of common stock subject to a forward equity agreement and $1.15 billion through a private offering of exchangeable senior notes and maintained significant liquidity including near full availability on the $1.0 billion revolving credit facility. | | | | •Maintained a low-leverage balance sheet, ending the year with a net debt to enterprise value ratio of 26.5%. | | | | •Held our fixed rate debt percentage at 100% with no significant debt maturities until 2026. | | | | •Met maximum STI projections for 2024 Core FFO per diluted share and Consolidated Portfolio NOI growth in challenging macroeconomic environment comprising rising interest rates, higher equity cost, moderated industrial space demand/supply dynamics, uncertain and volatile domestic and international political and economic environment, and substantially reduced market transaction volume. |

  64. 2024 Annual Cash Incentive Metrics and Actual Awards

    | 48 | REXFORD INDUSTRIAL |

  65. 2024 Annual Cash Incentive Metrics and Actual Awards

    Based on the Company’s quantitative and qualitative achievements described above, the annual cash incentive awards paid to Messrs. Schwimmer and Frankel, Ms. Clark, and Mr. Lanzer under the 2024 STI Program for 2024 performance were paid out at the maximum level as follows:

  66. 2024 Annual Cash Incentive Metrics and Actual Awards

    | Named Executive Officer | Annual Cash Incentive Earned as Percentage of Base Salary | 2024 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 | 275% | $2,750,000 | $— | $2,750,000 | 70,512 | | Michael S. Frankel | 275% | $2,750,000 | $— | $2,750,000 | 70,512 | | Laura Clark | 200% | $1,400,000 | $1,400,000 | $— | — | | Michael Fitzmaurice(1) | N/A | $— | $— | $— | — | | David Lanzer | 200% | $1,130,000 | $1,130,000 | $— | — |

  67. 2024 Annual Cash Incentive Metrics and Actual Awards

    (1)Mr. Fitzmaurice was hired and appointed Chief Financial Officer on November 18, 2024 and was not eligible for a pro-rated annual cash incentive/bonus for the length of time serving as CFO in 2024. Annual cash incentive awards to Ms. Clark and Mr. Lanzer were paid in cash. Messrs. Schwimmer and Frankel had elected to receive their 2024 annual cash incentive awards 0% in cash and 100% in LTIP Units in Rexford Industrial Realty, L.P., our operating partnership (“LTIP Units”). Accordingly, in early 2025, at the same time the annual cash incentive awards were paid to our NEOs, generally, Messrs. Schwimmer and Frankel were each granted 70,512 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 long-term performance and mitigates against excessive short-term risk-taking.

  68. 2024 Annual Cash Incentive Metrics and Actual Awards

    | Both Co-CEOs elected to receive 100% of their respective cash bonuses in the form of LTIP Units providing additional long-term alignment with our long-term stockholders and mitigating against excessive short-term risk-taking |

  69. Long-Term Compensation

    Long-Term Compensation Equity incentive awards are designed to provide valuable retention incentives that are aligned with our long-term stockholders and to reward our executives to the extent that long-term operational and stock price performance achievements are met. In November 2024, our Compensation Committee granted awards to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer 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).

  70. Long-Term Compensation

    | Named Executive Officer | Approved Value of 2024 Service- Vesting LTIP Units | Approved Value of Target 2024 Performance- Vesting LTIP Units | Total Target Value of 2024 LTIP Units | Total Target Value of 2023 LTIP Units | Year-over-Year Change (%) | | Howard Schwimmer | $3,780,000 | $4,620,000 | $8,400,000 | $8,400,000 | —% | | Michael S. Frankel | $3,780,000 | $4,620,000 | $8,400,000 | $8,400,000 | —% | | Laura Clark(1) | $1,530,000 | $1,870,000 | $3,400,000 | $2,835,000 | 20% | | Michael Fitzmaurice(2) | $— | $— | $— | $— | —% | | David Lanzer | $690,000 | $845,000 | $1,535,000 | $1,535,000 | —% |

  71. Long-Term Compensation

    (1)In connection with Ms. Clark’s promotion, the Compensation Committee approved Service-Vesting LTIP Units granted to Ms. Clark in the amount of $1,530,000, which ended up being granted in two installments as follows: in November 2024 an award with a grant date value of $1,275,000 and in March 2025 an award with a grant date value of $255,000. (2)While Mr. Fitzmaurice did not receive an annual LTIP award in 2024, in connection with the commencement of his employment in November 2024, the Compensation Committee did grant him a restricted stock award with a grant date value of $550,000, subject to time-based vesting over a period of three years to incentivize his onboarding and continued employment with us.

  72. Long-Term Compensation

    | No increases to the approved target value of our NEOs’ 2024 LTIP Unit Awards, other than for Ms. Clark in consideration of her promotion to COO. |

  73. Long-Term Compensation

    | 2025 PROXY STATEMENT | 49 |

  74. How We Evaluated Year-End 2024 Long-Term Compensation

    How We Evaluated Year-End 2024 Long-Term Compensation From 2020-2023, our long-term incentive program remained relatively unchanged and during that time our stockholders strongly approved of our compensation structure. For the year-end 2024 long-term incentives, the Compensation Committee (in collaboration with the independent compensation consultant) conducted a holistic review following shareholder outreach that resulted in the following key findings and responses:

  75. How We Evaluated Year-End 2024 Long-Term Compensation

    | SHAREHOLDER OUTREACH FINDINGS | | REXFORD EVALUATION AND RESPONSE | | Consistent with our Executive Compensation Peer Group and best practices, the majority of LTI value should be delivered in the form of performance-based equity. | | It was determined that our target LTI mix comprised of 55% performance-vesting LTIP Units and 45% service-vesting LTIP Units continues to be appropriate. | | The majority of our peers use a three-year vesting schedule, consistent with Rexford. Some investors view post-vest holding periods positively. | | Beginning with awards granted in 2025, the Company adopted a one-year post-vest holding period for service-vesting LTIP Units while maintaining the three-year vesting schedule. | | The majority of our peers use one or two primary performance metrics, with relative TSR and an FFO metric being the most common. Some investors prefer to also include an absolute TSR modifier that limits payouts in periods when returns are negative. | | Performance-Vesting LTIP Units granted in November 2024 were redesigned to be based equally on (i) 3-year relative TSR, and (ii) 3-year Core FFO per-share growth. Further, payouts will be subject to an absolute TSR modifier that may decrease payouts if total shareholder returns are less than 10% and increase payouts if total shareholder returns are in excess of 10%. The Compensation Committee believes that these metrics are consistent with our long-term strategy to increase cash flow and shareholder value on a sustained basis. | | Relative TSR goals for our Executive Compensation Peer Group are typically calibrated at 30th percentile for the threshold hurdle, 50th percentile for the target hurdle, and 75th percentile for the maximum hurdle. | | Rexford’s pay-for-performance philosophy is designed to motivate and reward outperformance. Accordingly, our hurdles were established above the Executive Compensation Peer Group averages at all performance levels including the 35th percentile at threshold, the 55th percentile at target and the 90th percentile at maximum resulting in our management team needing to perform significantly higher than most companies (especially to earn the highest payout opportunity). | | All peers that use an FFO metric measure performance over a one-year period. On the other hand, some investors prefer to measure all long-term performance over a three-year period. | | We continue to use a three-year period to measure Core FFO per-share performance that requires significant long-term growth and is differentiated from the one-year cash incentive program goals. | | Performance-based LTI leverage is typically less than the 300% that Rexford has used since 2020. Our peer group typically provides for 200-250% leverage for the achievement of the above relative TSR goals. | | Maximum payout was reduced to 225% for relative TSR and Core FFO per-share performance metrics, but we continued to use outperformance hurdles (including the 90th percentile for relative TSR). To the extent absolute TSR of at least 30% is achieved, the final payout percentage may increase by up to 50 percentage points to a maximum payout of 275%. |

  76. How We Evaluated Year-End 2024 Long-Term Compensation

    | 50 | REXFORD INDUSTRIAL |

  77. 2024 Service-Vesting LTIP Units

    2024 Service-Vesting LTIP Units Service-Vesting LTIP Units provide important retention benefits in addition to direct alignment with our long-term stockholders, subjecting them to the same impact of stock price fluctuations over the long term. In November 2024, 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 November 2024.

  78. 2024 Service-Vesting LTIP Units

    | Named Executive Officer | Total Service- Vesting LTIP Units | Grant Date Value ($)(1) | | Howard Schwimmer | 89,978 | 3,515,364 | | Michael S. Frankel | 89,978 | 3,515,364 | | Laura Clark | 30,349 | 1,185,708 | | Michael Fitzmaurice | — | — | | David Lanzer | 16,424 | 641,671 |

  79. 2024 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 November 16 of each year over a three-year period, beginning on November 16, 2025, subject to continued employment through the applicable vesting date. Additionally, beginning in 2025, grants of Service-Vesting LTIP Units will be subject to an additional one-year post vest holding period, further enhancing our NEOs’ alignment with our stockholders. Distributions are paid on all Service-Vesting LTIP Units, whether vested or unvested, as and when dividends are declared on our common stock.

  80. 2024 Service-Vesting LTIP Units

    | Strengthened alignment with our long-term stockholders with the addition of a one-year post-vesting holding period beginning with 2025 grants. |

  81. 2024 Performance-Vesting LTIP Units

    2024 Performance-Vesting LTIP Units On November 16, 2024, 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 performance goals described below, in each case over a three-year performance period. The Performance-Vesting LTIP Units, exclusive of any distribution equivalent units thereon (described further below), are allocated 50% to relative TSR performance metrics (the “Relative TSR Base Units”) and 50% to Core FFO per diluted share growth performance metrics (the “Core FFO Per-Share Base Units”), both subject to adjustment based on an absolute TSR modifier.

  82. Primary Performance Metrics: Relative TSR and Core FFO per Share Growth

    Primary Performance Metrics: Relative TSR and Core FFO per Share Growth

  83. Primary Performance Metrics: Relative TSR and Core FFO per Share Growth

    | | | Threshold | Target | Maximum | | Primary Performance Metric | Weighting | 50% of Target | 100% of Target | 225% of Target | | Relative TSR Performance vs. Dow Jones U.S. Equity REIT Index | | | | | | Core FFO per Share Growth | | | | |

  84. Primary Performance Metrics: Relative TSR and Core FFO per Share Growth

    If performance falls between the levels specified in the table 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.

  85. Primary Performance Metrics: Relative TSR and Core FFO per Share Growth

    | 2025 PROXY STATEMENT | 51 |

  86. Absolute TSR Modifier

    To further align these awards with significant value creation for our shareholders, any earned awards under the primary performance metrics are further subject to adjustment based on absolute TSR performance over the performance period. The payout percentage is reduced by up to 25 percentage points to the extent that absolute TSR is between 0% and 10% over the performance period. If absolute TSR over the performance period is between 10% to 20%, the payout percentage will be increased by up to 25 percentage points. If absolute TSR is between 20% and 30%, the payout will be increased by up to 50 percentage points. Payouts for in-between performance will be calculated by linear interpolation.

  87. Absolute TSR Modifier

    | Reduced maximum payout performance under the primary performance metrics from 300% to 225%, and reduced the maximum payout from 300% to 275%. |

  88. Absolute TSR Modifier

    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 Relative TSR Base Units, Core FFO Per-Share Base Units, the maximum number of units that may be earned under the absolute TSR modifier 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).

  89. Absolute TSR Modifier

    | Named Executive Officer | Relative TSR Base LTIP Units | Core FFO Per-Share Base LTIP Units | Maximum Absolute TSR Modifier LTIP Units | Distribution Equivalent LTIP Units | Total Performance- Vesting LTIP Units | | Howard Schwimmer | 123,719 | 123,720 | 54,987 | 46,884 | 349,310 | | Michael S. Frankel | 123,719 | 123,720 | 54,987 | 46,884 | 349,310 | | Laura Clark | 50,077 | 50,077 | 22,257 | 18,977 | 141,388 | | Michael Fitzmaurice | — | — | — | — | — | | David Lanzer | 22,628 | 22,629 | 10,057 | 8,575 | 63,889 |

  90. Absolute TSR Modifier

    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 Relative TSR and Core FFO per-share performance metrics, with the maximum award reflective of the absolute TSR modifier earned at maximum (but excluding any distribution equivalent units):

  91. Absolute TSR Modifier

    The relative TSR metric has a performance period that begins on the grant date through the 3rd anniversary of the grant date, while the Core FFO Per-Share metric has a performance period of January 1, 2025 – December 31, 2027. Any Performance-Vesting LTIP Units that are ultimately earned will vest in full at the end of the three-year performance period in December 2027, 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”). 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.

  92. Performance To Date for Prior Grants

    | Grant Year (Performance Period) | 2022 | 2023 | 2024 | 2025 | 2026 | Status | % Payout(1) | | 2021 Grant(2) (Dec 2021 - Dec 2024) | 3-Year Performance Period Complete | | | | | Final Result: Awarded at Target | 100% of Target | | 2022 Grant(3) (Nov 2022 - Dec 2025) | | 2 Years Complete | | 1 Year Remaining | | Interim Result: Tracking Between Threshold and Target | 74% of Target | | 2023 Grant(3) (Dec 2023 - Dec 2026) | | | 1 Year Complete | 2 Years Remaining | | Interim Result: Tracking Below Threshold | 0% of Target |

  93. Performance To Date for Prior Grants

    (1)All of the performance awards pay out between 0% and 300% of target. (2)The three-year performance period for the 2021 performance grant concluded on December 31, 2024. See “Final Results—2021 Performance-Vesting LTIP Unit Awards” below for additional detail on the level of achievement with respect to the performance conditions for the 2021 performance grant. (3)For the 2022 performance grant, the interim percentage payout is measured based on the Company’s absolute TSR and relative TSR performance from November 8, 2022 through December 31, 2024, and the Company’s actual Core FFO per diluted share growth for the two-year period ended December 31, 2024. For the 2023 performance grant, the interim percentage payout is measured based on the Company’s absolute TSR and relative TSR performance from December 21, 2023 through December 31, 2024, and the Company’s actual Core FFO per diluted share growth for the one-year period ended December 31, 2024. The performance periods for both of these awards remain open, and if our actual TSR, relative TSR and/or actual Core FFO per-share growth results vary, the payout percentages could be greater or less than the interim payout percentage reported above.

  94. Final Results—2021 Performance-Vesting LTIP Unit Awards

    Final Results—2021 Performance-Vesting LTIP Unit Awards The table below sets forth the final results of the Performance-Vesting LTIP Unit awards granted in 2021.

  95. Final Results—2021 Performance-Vesting LTIP Unit Awards

    | Performance Metrics | Metric Weighting | Threshold | Target | High | Maximum | Final Payout as % of Target(1) | | | Absolute TSR | | | | | | 0% | Weighted Average of 100% of Target | | Relative TSR vs. Peer Group | | | | | | 0% | | | Core FFO Per-Share growth | | | | | | 300% | | | Total | 100% | | | | | | |

  96. Final Results—2021 Performance-Vesting LTIP Unit Awards

    (1)The 2021 performance award pays out between 0% and 300% of target.

  97. 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 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. The employment agreements with Messrs. Schwimmer, Frankel, Lanzer and Ms. Clark also provide for acceleration of time-based equity awards upon a change in control (as defined in our Incentive Award Plan) in order to ensure that these 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 2024 Table” and “—Potential Payments Upon Termination or Change in Control” below.

  98. Severance and Change in Control Benefits

    | 54 | REXFORD INDUSTRIAL |

  99. 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 •We adopted a “clawback” policy described below, as required by Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards, in order to recover erroneously awarded incentive-based compensation in the event of a financial restatement. Accordingly, although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe our executive compensation programs are appropriately structured and do not pose a material risk to the Company.

  100. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices The Company does not currently grant (and does not currently have any outstanding) stock options, SARs or any similar awards with “option-like” features and therefore has not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company. However, as a general matter, the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  101. 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.

  102. 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.

  103. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for 2024, 2023 and 2022.

  104. 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 | 2024 | 1,000,000 | 12,125,557(3)(4) | — | 17,548 | 13,143,105 | | | 2023 | 1,000,000 | 10,905,222 | 1,925,000 | 20,323 | 13,850,545 | | | 2022 | 825,000 | 10,671,567 | 1,134,375 | 19,351 | 12,650,293 | | Michael S. Frankel Co-Chief Executive Officer | 2024 | 1,000,000 | 12,125,557(3)(4) | — | 17,548 | 13,143,105 | | | 2023 | 1,000,000 | 10,905,222 | 1,925,000 | 20,323 | 13,850,545 | | | 2022 | 825,000 | 10,671,567 | 1,134,375 | 19,351 | 12,650,293 | | Laura Clark(5) Chief Operating Officer | 2024 | 700,000 | 3,557,694(3)(6) | 1,400,000 | 15,548 | 5,673,242 | | | 2023 | 650,000 | 3,402,461 | 1,300,000 | 18,323 | 5,370,784 | | | 2022 | 575,000 | 3,130,003 | 1,150,000 | 17,351 | 4,872,354 | | Michael Fitzmaurice(5) Chief Financial Officer | 2024 | 75,000 | 549,976(3) | — | 36,819 | 661,795 | | David Lanzer General Counsel and Secretary | 2024 | 565,000 | 1,713,509(3) | 1,130,000 | 17,548 | 3,426,057 | | | 2023 | 525,000 | 1,842,437 | 1,050,000 | 20,323 | 3,437,760 | | | 2022 | 475,000 | 1,692,412 | 950,000 | 19,351 | 3,136,763 |

  105. Summary Compensation Table

    (1)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentive awards earned for performance in 2024, 2023 and 2022 under the applicable annual cash incentive programs in place for those years. For 2024, Messrs. Schwimmer and Frankel elected to receive 100% of their annual cash incentive award in LTIP Units. (2)Amounts shown in the “All Other Compensation” column for 2024 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 and the Company’s matching contributions under its 401(k) Plan of $2,000 to Messrs. Schwimmer, Frankel and Lanzer. The amount shown for Mr. Fitzmaurice also includes the reimbursement of $35,523 of lodging and travel expenses incurred in 2024. (3)Amounts shown in the “Stock Awards” column for 2024 include the full grant-date fair value of Service-Vesting LTIP Units, Performance-Vesting LTIP Units and restricted stock awards 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, Performance-Vesting LTIP Units and restricted stock awards made to executive officers in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 10, 2025. 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 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 ($42.01) 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 $2,309,990 for Mr. Schwimmer, $2,309,990 for Mr. Frankel, $934,993 for Ms. Clark and $422,509 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 $5,197,477 for Mr. Schwimmer, $5,197,477 for Mr. Frankel, $2,103,735 for Ms. Clark and $950,644 for Mr. Lanzer, which is calculated by multiplying the closing price of our common stock on the grant date ($42.01) 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. The Performance-Vesting LTIP Units are subject to an absolute TSR modifier that may decrease the payout percentage by up to 25 percentage points or increase the payout percentage by up to 50 percentage points. (4)Amounts shown in the “Stock Awards” column for 2024 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 100% of each such NEO’s annual cash incentive award) that was settled in fully-vested LTIP Units, which was $2,750,000 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 2025, at the same time that annual cash incentive awards were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 70,512 fully-vested LTIP Units. (5)Michael Fitzmaurice succeeded Laura Clark as Chief Financial Officer after she was promoted to the role of Chief Operating Officer, in each case effective November 18, 2024. (6)As noted above, the Compensation Committee approved an additional award of Service-Vesting LTIP Units to Ms. Clark in March 2025 with a grant date value of $255,000. This award will be reflected in the Summary Compensation Table and Grants of Plan Based Awards Table in our proxy statement filed in 2026.

  106. Summary Compensation Table

    | 2025 PROXY STATEMENT | 59 |

  107. Grants Of Plan-Based Awards For 2024

    Grants Of Plan-Based Awards For 2024 The following table sets forth information regarding grants of plan-based awards made to our NEOs during 2024.

  108. Grants Of Plan-Based Awards For 2024

    | | | 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 | 11/16/2024 | — | — | — | — | — | — | 89,978(3) | 3,515,364 | | | 11/16/2024 | — | — | — | 54,987 | 109,973 | 302,426 | — | 5,860,193 | | | — | 1,000,000 | 2,000,000 | 2,750,000 | — | — | — | — | — | | Michael S. Frankel | 11/16/2024 | — | — | — | — | — | — | 89,978(3) | 3,515,364 | | | 11/16/2024 | — | — | — | 54,987 | 109,973 | 302,426 | — | 5,860,193 | | | — | 1,000,000 | 2,000,000 | 2,750,000 | — | — | — | — | — | | Laura Clark | 11/16/2024 | — | — | — | — | — | — | 30,349(3) | 1,185,708 | | | 11/16/2024 | — | — | — | 22,257 | 44,513 | 122,411 | — | 2,371,986 | | | — | 700,000 | 1,050,000 | 1,400,000 | — | — | — | — | — | | Michael Fitzmaurice | 11/18/2024 | — | — | — | — | — | — | 12,880(5) | 549,976 | | David Lanzer | 11/16/2024 | — | — | — | — | — | — | 16,424(3) | 641,671 | | | 11/16/2024 | — | — | — | 10,057 | 20,114 | 55,314 | — | 1,071,838 | | | — | 565,000 | 706,250 | 1,130,000 | — | — | — | — | — |

  109. Grants Of Plan-Based Awards For 2024

    (1)Represents threshold, target and maximum annual cash incentive award opportunities for performance in 2024. Messrs. Schwimmer and Frankel’s 2024 annual cash incentive awards were 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 the specified threshold, target and maximum goals for the Relative TSR and Core FFO per share performance metrics with the maximum award reflective of the absolute TSR modifier earned at maximum. 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 2024 reflect the full grant-date fair value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units granted in 2024, 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 10, 2025. 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). (5)Represents a time-based award of restricted common stock in the Company.

  110. Grants Of Plan-Based Awards For 2024

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  111. 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

  112. Outstanding Equity Awards At December 31, 2024

    Outstanding Equity Awards At December 31, 2024 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  113. Outstanding Equity Awards At December 31, 2024

    | 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 | 11/8/2022 | 22,246(4) | 860,030 | — | — | | | 11/8/2022 | — | — | 108,762(5) | 4,204,739 | | | 12/21/2023 | 45,331(6) | 1,752,496 | — | — | | | 12/21/2023 | — | — | 110,810(7) | 4,283,915 | | | 11/16/2024 | 89,978(8) | 3,478,549 | — | — | | | 11/16/2024 | — | — | 123,720(9) | 4,783,015 | | Michael S. Frankel | 11/8/2022 | 22,246(4) | 860,030 | — | — | | | 11/8/2022 | — | — | 108,762(5) | 4,204,739 | | | 12/21/2023 | 45,331(6) | 1,752,496 | — | — | | | 12/21/2023 | — | — | 110,810(7) | 4,283,915 | | | 11/16/2024 | 89,978(8) | 3,478,549 | — | — | | | 11/16/2024 | — | — | 123,720(9) | 4,783,015 | | Laura Clark | 11/8/2022 | 7,292(4) | 281,909 | — | — | | | 11/8/2022 | — | — | 35,719(5) | 1,380,897 | | | 12/21/2023 | 15,290(6) | 591,111 | — | — | | | 12/21/2023 | — | — | 37,417(7) | 1,446,541 | | | 11/16/2024 | 30,349(8) | 1,173,292 | — | — | | | 11/16/2024 | — | — | 50,078(9) | 1,936,015 | | Michael Fitzmaurice | 11/18/2024 | 12,880(10) | 497,941 | — | — | | David Lanzer | 11/8/2022 | 3,955(4) | 152,900 | — | — | | | 11/8/2022 | — | — | 19,281(5) | 745,403 | | | 12/21/2023 | 8,274(6) | 319,873 | — | — | | | 12/21/2023 | — | — | 20,269(7) | 783,600 | | | 11/16/2024 | 16,424(8) | 634,952 | — | — | | | 11/16/2024 | — | — | 22,629(9) | 874,837 |

  114. Outstanding Equity Awards At December 31, 2024

    (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, 2024 ($38.66) 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, 2024 ($38.66) 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 November 8, 2025. (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 and relative TSR performance is achieved at the threshold 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. (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 December 21, 2025 and December 21, 2026.

  115. Outstanding Equity Awards At December 31, 2024

    | 62 | REXFORD INDUSTRIAL |

  116. Outstanding Equity Awards At December 31, 2024

    (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 and relative TSR performance is achieved at the threshold 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. (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 November 16, 2025, November 16, 2026 and November 16, 2027. (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 and relative TSR performance is achieved at the threshold level for the three-year performance period from November 16, 2024 through November 15, 2027, and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2025 through December 31, 2027. (10)This restricted stock award vests as to one-third of the number of shares subject to the award on each of the first, second and third anniversaries on the date of grant, subject to Mr. Fitzmaurice’s continued service with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in three remaining installments on November 18, 2025, November 18, 2026, and November 18, 2027.

  117. Option Exercises And Stock Vested During 2024

    Option Exercises And Stock Vested During 2024 The following table summarizes vesting of LTIP Units applicable to our NEOs during the year ended December 31, 2024. None of our NEOs held any options during 2024.

  118. Option Exercises And Stock Vested During 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Howard Schwimmer | 121,902 | 5,025,643 | | Michael S. Frankel | 121,902 | 5,025,643 | | Laura Clark | 32,417 | 1,279,804 | | Michael Fitzmaurice | — | — | | David Lanzer | 19,453 | 766,360 |

  119. Option Exercises And Stock Vested During 2024

    (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 Service-Vesting LTIP Units or Performance-Vesting LTIP Units.

  120. Option Exercises And Stock Vested During 2024

    | 2025 PROXY STATEMENT | 63 |

  121. Potential Payments Upon Termination Or Change In Control

    Potential Payments Upon Termination Or Change In Control

  122. 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, Mr. Fitzmaurice and Mr. Lanzer upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. 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.

  123. 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 | 22,198,750 | — | 22,198,750 | | | Continued Health Benefits | — | 45,828 | — | 45,828 | | | Equity Acceleration | 21,010,512(2) | 21,010,512(2) | 9,811,386(3) | 9,811,386(4) | | | Total | 23,760,512 | 43,255,090 | 9,811,386 | 32,055,964 | | Michael S. Frankel | Cash Severance | 2,750,000 | 22,198,750 | — | 22,198,750 | | | Continued Health Benefits | — | 45,828 | — | 45,828 | | | Equity Acceleration | 21,010,512(2) | 21,010,512(2) | 9,811,386(3) | 9,811,386(4) | | | Total | 23,760,512 | 43,255,090 | 9,811,386 | 32,055,964 | | Laura Clark | Cash Severance | 1,400,000 | 3,208,333 | — | 4,112,500 | | | Continued Health Benefits | 45,828 | 45,828 | — | 45,828 | | | Equity Acceleration | 7,412,127(2) | 7,412,127(2) | 3,399,992(3) | 3,399,992(4) | | | Total | 8,857,955 | 10,666,288 | 3,399,992 | 7,558,320 | | Michael Fitzmaurice | Cash Severance | — | 600,000 | — | 900,000 | | | Continued Health Benefits | 45,828 | 45,828 | — | 45,828 | | | Equity Acceleration | 497,941(2) | 497,941(2) | — | 497,941(4) | | | Total | 543,769 | 1,143,769 | — | 1,443,769 | | David Lanzer | Cash Severance | 1,130,000 | 2,609,583 | — | 3,349,375 | | | Continued Health Benefits | 45,828 | 45,828 | — | 45,828 | | | Equity Acceleration | 3,810,639(2) | 3,810,639(2) | 1,782,207(3) | 1,782,207(4) | | | Total | 4,986,467 | 6,466,050 | 1,782,207 | 5,177,410 |

  124. 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 shares of restricted stock and all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2024 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, 2024, Core FFO per diluted share growth continues at the same rate as we experienced for the year ended December 31, 2024, 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, 2024 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, 2024, by (ii) the fair market value of a share of our common stock on December 31, 2024 ($38.66). The number of Performance-Vesting LTIP Units that would have been earned as of December 31, 2024 is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2024 and the target number of Core FFO Per-Share Base Units.

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

    | 2025 PROXY STATEMENT | 67 |

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

    (4)Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding Service-Vesting LTIP Units held by the NEO as of December 31, 2024 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, 2024, by (ii) the fair market value of a share of our common stock on December 31, 2024 ($38.66). The number of Performance-Vesting LTIP Units that would have been earned as of December 31, 2024 is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2024 and the target number of Core FFO Per-Share Base Units.

  127. 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 2024, 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 $13,143,105 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 $153,113. Based on this information, for 2024, the annual total compensation of each of our Co-CEOs was approximately 86 times the median of the annual total compensation of all of our employees (other than our Co-CEOs).

  128. Pay Versus Performance

    Pay Versus Performance

  129. Pay Versus Performance Table

    Pay Versus Performance Table This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect the value of compensation actually realized by our NEOs or how the Compensation Committee evaluates compensation decisions. Amounts included as “Compensation Actually Paid” or “CAP” do not represent the value of cash compensation and equity awards actually received by our NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in the “fair value” of outstanding equity-based awards and the change from prior year-end fair value to vesting date fair value for award that vest in the applicable year. The following table sets forth information comparing Compensation Actually Paid to our NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020 and our financial performance for each such fiscal year.

  130. Pay Versus Performance Table

    | | | | | | Average SCT Total for Non- PEO NEOs ($)(3) | Average CAP to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | | Core FFO Per Diluted Share ($)(7) | | Year | SCT Total for first PEO ($)(1) | CAP to first PEO ($)(2) | SCT Total for second PEO ($)(1) | CAP to second PEO ($)(2) | | | TSR ($)(4) | Peer Group TSR ($)(5) | Net Income ($ in 000’s)(6) | | | 2024 | 13,143,105 | (453,702) | 13,143,105 | (453,702) | 3,253,698 | 917,041 | 95.73 | 117.66 | 285,926 | 2.34 | | 2023 | 13,850,545 | 12,928,929 | 13,850,545 | 12,928,929 | 4,404,272 | 4,276,642 | 133.85 | 112.21 | 249,591 | 2.19 | | 2022 | 12,650,293 | 1,247,522 | 12,650,293 | 1,247,522 | 4,004,559 | 2,060,645 | 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 |

  131. 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 59. (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 COO, Laura Clark, our CFO, Michael Fitzmaurice, and our General Counsel, David Lanzer for 2024 and the average annual total compensation of Laura Clark and David Lanzer for 2023 and 2022, as reported in the Summary Compensation Table on page 59. Reflects the average annual total compensation of Laura Clark and David Lanzer for 2021, and the average annual total compensation of Laura Clark, Adeel Khan (our former CFO) and David Lanzer for 2020. The average annual total compensation for 2024 reflects partial-year compensation for Mr. Fitzmaurice, which brings the average annual total compensation down relative to other years. (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.

  132. Pay Versus Performance Table

    | 2025 PROXY STATEMENT | 69 |

  133. 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, 2024. 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.

  134. Pay Versus Performance Table

    | | 2024 | | | | Each PEO | Non-PEO NEOs Average | | Summary Compensation Table — Total Compensation(1) | $13,143,105 | $3,253,698 | | DEDUCT: Amounts reported under the “Stock Awards” column in the SCT(2) | (12,125,557) | (1,940,393) | | ADD: Fair value of awards granted during year that remain unvested as of year-end(3)(4)(5) | 8,345,228 | 1,727,558 | | ADD: Fair value of awards granted during year that vested during year(6) | 2,750,000 | — | | 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) | (10,474,509) | (1,790,850) | | ADD/DEDUCT: Change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(3) | (2,411,952) | (386,997) | | ADD: Dividends or other earnings paid during year prior to vesting date of award(7) | 319,983 | 54,025 | | Compensation Actual Paid (as defined by SEC rule) | $(453,702) | $917,041 |

  135. Pay Versus Performance Table

    (1)Represents Total Compensation as reported in the SCT for the year ended December 31, 2024. 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, unvested Performance-Vesting LTIP Units, and unvested restricted stock awards 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 high level at December 31, 2023 to above high but below maximum level at December 31, 2024. (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 26.0% to 29.0%, (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 24.0% to 29.0%, and (d) the average expected share price volatility for the peer group companies ranged from 30.1% to 34.5%. (5)The closing price per share of our common stock as of December 31, 2024 and 2023 was $38.66 and $56.10, respectively. (6)Represents the fair value of the portion of Messrs. Schwimmer and Frankel’s annual cash incentive award (equal to 100% of each such NEO’s annual cash incentive award) that was settled in fully-vested LTIP Units shortly after the end of 2024. (7)Represents cash distributions paid during 2024 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 2024.

  136. Pay Versus Performance Table

    | 70 | REXFORD INDUSTRIAL |

  137. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

  138. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    | 2025 PROXY STATEMENT | 71 |

  139. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  140. COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

    COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

  141. COMPENSATION ACTUALLY PAID VERSUS CORE FFO PER DILUTED SHARE

    | 72 | REXFORD INDUSTRIAL |