Rexford Industrial Realty, Inc. Files Definitive Proxy Statement

Ticker: REXR-PC · Form: DEF 14A · Filed: Apr 15, 2024 · CIK: 1571283

Rexford Industrial Realty, Inc. DEF 14A Filing Summary
FieldDetail
CompanyRexford Industrial Realty, Inc. (REXR-PC)
Form TypeDEF 14A
Filed DateApr 15, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$249.6M, $475.1M, $606.9M, $1.5B, $1.35 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Shareholder Meeting, Rexford Industrial Realty

TL;DR

<b>Rexford Industrial Realty, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

Rexford Industrial Realty, Inc. (REXR-PC) filed a Proxy Statement (DEF 14A) with the SEC on April 15, 2024. Filing type is DEF 14A, filed on 2024-04-15. The reporting period is for the fiscal year ending December 31, 2023. The company's principal executive offices are located at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, CA 90025. The filing includes data for fiscal years 2020, 2021, 2022, and 2023. Specific executive compensation data points are detailed for PEO and Non-PEO NEO members.

Why It Matters

For investors and stakeholders tracking Rexford Industrial Realty, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the upcoming annual meeting. As a DEF 14A, it represents the final proxy materials distributed to shareholders, indicating key decisions and proposals that will shape the company's governance and strategic direction.

Risk Assessment

Risk Level: low — Rexford Industrial Realty, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure information without immediate material financial events or significant changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on company strategy and governance.

Key Numbers

  • 2023-01-01 — Fiscal Year Start (Reporting period)
  • 2023-12-31 — Fiscal Year End (Reporting period)
  • 2024-04-15 — Filing Date (Date the document was filed)

Key Players & Entities

  • Rexford Industrial Realty, Inc. (company) — Filer of the document
  • 11620 Wilshire Boulevard, Suite 1000, Los Angeles, CA 90025 (location) — Company's business and mail address
  • 2024-04-15 (date) — Filing date
  • 2023-12-31 (date) — Fiscal year end

FAQ

When did Rexford Industrial Realty, Inc. file this DEF 14A?

Rexford Industrial Realty, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Rexford Industrial Realty, Inc. (REXR-PC).

Where can I read the original DEF 14A filing from Rexford Industrial Realty, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Rexford Industrial Realty, Inc..

What are the key takeaways from Rexford Industrial Realty, Inc.'s DEF 14A?

Rexford Industrial Realty, Inc. filed this DEF 14A on April 15, 2024. Key takeaways: Filing type is DEF 14A, filed on 2024-04-15.. The reporting period is for the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, CA 90025..

Is Rexford Industrial Realty, Inc. a risky investment based on this filing?

Based on this DEF 14A, Rexford Industrial Realty, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosure information without immediate material financial events or significant changes.

What should investors do after reading Rexford Industrial Realty, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to understand potential impacts on company strategy and governance. The overall sentiment from this filing is neutral.

How does Rexford Industrial Realty, Inc. compare to its industry peers?

Rexford Industrial Realty, Inc. operates within the Real Estate Investment Trusts (REITs) sector, specifically focusing on industrial properties.

Are there regulatory concerns for Rexford Industrial Realty, Inc.?

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

Rexford Industrial Realty, Inc. operates within the Real Estate Investment Trusts (REITs) sector, specifically focusing on industrial properties.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the detailed executive compensation breakdown for PEO and Non-PEO NEO members.
  2. Analyze any shareholder proposals or director nominations presented for voting.
  3. Note the reporting period and filing date for context on the information provided.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it contains the final proxy materials for the current reporting period.

Filing Stats: 4,348 words · 17 min read · ~14 pages · Grade level 14.3 · Accepted 2024-04-15 16:17:14

Key Financial Figures

  • $249.6M — ONG 2023 OPERATING PERFORMANCE (2)(3) $249.6M 2023 Net Income (increase of 41% from
  • $475.1M — et Income (increase of 41% from 2022) $475.1M 2023 FFO (increase of 30% from 2022)
  • $606.9M — er Diluted Share Growth for FY 2023 ) $606.9M 2023 Consolidated NOI (increase of 26
  • $1.5B — UTION OF VALUE-ADD OPERATING STRATEGY $1.5B Investments comprised of 4.3 million s
  • $1.35 billion — t of buildings on 250 acres of land for $1.35 billion & origination of $125 million secured l
  • $125 million — land for $1.35 billion & origination of $125 million secured loan 77.5% GAAP releasing spr
  • $1.0B — AGE GROWTH-ORIENTED BALANCE SHEET (3) $1.0B Borrowing Capacity of unsecured revolv
  • $1.6B — ebt to Enterprise Value as of 12/31/23 $1.6B Capital Raised to Fund Acquisitions (
  • $1.3B — Capital Raised to Fund Acquisitions ($1.3B Equity and $0.3B Debt) (1) Compound A
  • $0.3B — to Fund Acquisitions ($1.3B Equity and $0.3B Debt) (1) Compound Annual Growth Rate
  • $2,000 — SEC Rule 14a-8 stock ownership levels ($2,000 to $25,000, depending on holding period
  • $25,000 — 14a-8 stock ownership levels ($2,000 to $25,000, depending on holding period) can propo

Filing Documents

Executive Compensation Matters

Executive Compensation Matters 37 Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers ("Say-On-Pay Vote") 37 Executive Officers 38 Compensation Discussion and Analysis 39 Compensation Committee Report 55 Compensation Tables 56 CEO Pay Ratio 64 Pay Versus Performance 65 Equity Compensation Plan Information 69 Approval of the Third Amended and Restated 2013 Incentive Award Plan 70 Proposal No. 4 — Approval of the Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan 70 Related Party and O ther Transactions I nvolving our Officers and Directors 82 Stock Ownership 85 Principal Stockholders 85 Additional Information 87 Stockholder Proposals 87 Delivery of Proxy Materials to Households 88 Incorporation by Reference 88

Forward-Looking Statements

Forward-Looking Statements 88 Other Matters 89 Q&A about the Annual Meeting 90 Appendices 95 Appendix A - Definitions and Reconciliation of Non-GAAP Financial Measures 95 Appendix B - Third Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan 100 2024 PROXY STATEMENT 3 Letter to Shareholders April 15, 2024 Dear Fellow Stockholder: On behalf of the Board of Directors of Rexford Industrial Realty, Inc., a Maryland corporation, I cordially invite you to attend our Annual Meeting of Stockholders on Tuesday, June 11, 2024 at 9:00 a.m. (Pacific Time), which will be held in a virtual-only meeting format via live audio webcast. The notice of meeting and Proxy Statement that follow describe the business we will consider at the meeting. We sincerely hope you will be able to attend the virtual Annual Meeting. However, whether or not you attend, your vote is very important. We are pleased to offer multiple options for voting your shares. You may authorize a proxy to vote by telephone, via the internet, by mail or vote electronically during the virtual Annual Meeting as described in the Proxy Statement. Thank you for your continued support of Rexford Industrial Realty, Inc. Sincerely yours, Richard S. Ziman Chairman of the Board of Directors 4 REXFORD INDUSTRIAL Notice of 2024 Annual Meeting of Stockholders Date and Time Tuesday, June 11, 2024 at 9:00 a.m. (Pacific Time) Location https://web.lumiconnect.com/ 218892223 Who Can Vote Stockholders of record at the close of business on April 4, 2024 At the Annual Meeting, our stockholders will consider and vote on the following matters: Voting Items 1 2 3 4 To elect eight directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending D

Executive Compensation Peer Group Average (2)

Executive Compensation Peer Group Average (2) 9.7 % (24.2 %) 26.8 % 96.5 % Dow Jones Equity All REIT Index 11.3 % (16.5 %) 44.5 % 99.4 % Dow Jones U.S. Real Estate Industrial Index 21.9 % (17.3 %) 107.4 % 298.6 % (1) Through December 31, 2023. (2) Refer to page 45 in this Proxy Statement for a list of our Executive Compensation Peer Group. 2024 PROXY STATEMENT 7 PROXY HIGHLIGHTS Environmental Stewardship, Social Responsibility and Diversity, Equity and Inclusion Highlights Rexford is the largest pure-play U.S. focused publicly traded industrial Real Estate Investment Trust ("REIT") in the United States based on market capitalization. Rexford creates value by investing in, operating and redeveloping industrial properties throughout infill Southern California, the world's fourth-largest industrial market and consistently the nation's highest-demand industrial market. Our mission is to reinvent the business of industrial real estate by optimizing positive impacts for the environment and our communities, tenants, employees and shareholders. We strive to continuously create value for all stakeholders and, for us, value encompasses economic, community and environment impact. Our vision is to further build upon our enduring competitive advantage by investing in our team, innovation, communities and the environment. 8 REXFORD INDUSTRIAL PROXY HIGHLIGHTS 2023 ESG Goal Progress Our 2023 ESG goals are aligned with the United Nations Sustainable Development Goals (SDGs). 100% of employees participated in DEI training. Achieved first LEED Gold building and LEED Certified Reposition Exceeded Kingsley Index customer survey score Awarded Gold Green Lease Leader for second year Employees volunteered 3,034 hours in community Achieved 8.2 MW of new solar commitments. Achieved an average of 26 training hours per employee Announced our SBTi-validated emissions reduction targets Advancing Diversity, Equity and Inclusion Our people are the single

Executive Compensation Snapshot

Executive Compensation Snapshot % Allocation of Target Compensation Component CEO Other NEOs (Average) Features Fixed Base Salary Set within a competitive range of base salaries paid to such comparable officers in the Executive Compensation Peer Group. Variable 92% of CEO target pay opportunity 85% of Other NEOs target pay opportunity Annual Cash Incentive Award Based on attainment of Company performance goals for the year. Pays out between 0% and 275% of base salary (100% if threshold goals met) for Co-CEOs and between 0% and 200% of base salary for the other NEOs. Time-Based LTIP Unit Awards 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. Performance Unit Awards Based on rigorous absolute TSR hurdles, outperforming relative to our peers' TSR and Core FFO per diluted share growth. Pays out between 0% and 300% of target (50% of target if threshold goals met). 2024 PROXY STATEMENT 15 Corporate Governance and Board Matters PROPOSAL NO. 1 Election of Directors At the Annual Meeting, our stockholders will elect eight directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. 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

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