DEF 14A 1 rexrdef14a2021.htm DEF 14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Rexford Industrial Realty, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 30, 2021
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 Thursday, June 17, 2021 at 9:00 a.m. (Pacific Time), which will be held in a virtual-only meeting format via live audio webcast due to the ongoing COVID-19 pandemic.
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,
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Richard Ziman
Chairman of the Board of Directors



Rexford Industrial Realty, Inc.
11620 Wilshire Boulevard, Suite 1000
Los Angeles, California 90025
(310) 966-1680
NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Please join us for the 2021 Annual Meeting of Stockholders of Rexford Industrial Realty, Inc., a Maryland corporation (the “Annual Meeting”). The meeting will be held at 9:00 a.m. (Pacific Time), on Thursday, June 17, 2021 in a virtual-only meeting format via live audio webcast.
At the Annual Meeting, our stockholders will consider and vote on the following matters:
(1)The election of eight directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies;
(2)The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
(3)An advisory resolution to approve the Company’s named executive officer compensation for the fiscal year ended December 31, 2020, as described in the accompanying Proxy Statement;
(4)The approval of the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan; and
(5)Any other business properly introduced at the Annual Meeting or any postponement or adjournment of the Annual Meeting.
You must own shares of Rexford Industrial Realty, Inc. common stock at the close of business on April 16, 2021, the record date for the Annual Meeting, or hold a valid proxy from a record holder as of the record date, to attend or vote at the Annual Meeting or at any continuation, postponement or adjournment of the Annual Meeting. If you plan to attend, please visit: https://web.lumiagm.com/218892223. Participants may begin logging into the virtual Annual Meeting at 8:00 a.m. Pacific Time on June 17, 2021. In order to vote electronically or ask questions at the virtual Annual Meeting, stockholders of record as of the record date for the Annual Meeting may log in using the 11-digit voter control number contained on their proxy card and password of rexford2021 to access the virtual Annual Meeting. If you do not have your 11-digit control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote or submit questions during the meeting. Stockholders who hold their shares through a bank, broker or other nominee as of the record date for the Annual Meeting and who wish to vote electronically or ask questions at the virtual Annual Meeting must contact their bank, broker or other nominee to obtain a Legal Proxy and register their Legal Proxy in advance with American Stock Transfer & Trust on or before 5:00 p.m., Eastern Time, on June 11, 2021. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests for registration can be mailed to:
American Stock Transfer & Trust Company LLC
Attn: Proxy Tabulation Department
6201 15th Avenue
Brooklyn, NY 11219

Regardless of whether you will attend the virtual Annual Meeting, please authorize your proxy electronically through the internet or by telephone or by completing and mailing your proxy card so that your votes can be cast at the Annual Meeting in accordance with your instructions. For specific instructions on authorizing a proxy, please refer to the instructions on the proxy card, or if your shares are held in street name, the instructions provided by your broker, bank or other nominee. Authorizing a proxy in any of these ways will not prevent you from voting



electronically at the virtual Annual Meeting if you are a stockholder of record as of the record date for the Annual Meeting or if you properly register in advance a proxy from a record holder.


By Order of the Board of Directors,
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David Lanzer
General Counsel and Secretary
Los Angeles, California
April 30, 2021




TABLE OF CONTENTS
Pages
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PROXY STATEMENT
GENERAL
This Proxy Statement and accompanying proxy card are available beginning April 30, 2021 in connection with the solicitation of proxies by the Board of Directors of Rexford Industrial Realty, Inc., for use at the 2021 Annual Meeting of Stockholders, which we may refer to as the “Annual Meeting.” We may refer to ourselves in this Proxy Statement alternatively as the “Company,” “we,” “us” or “our” and we may refer to our Board of Directors as the “Board.” A copy of our Annual Report to Stockholders for the 2020 fiscal year, including financial statements, is being made available simultaneously with this Proxy Statement to each stockholder.
Important Notice Regarding Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on June 17, 2021: The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2020 Annual Report are available at www.voteproxy.com. Website addresses referred to in this Proxy Statement are not intended to function as hyperlinks, and the information contained on any such website is not a part of this Proxy Statement.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials? Our Board of Directors is making these materials available to you over the internet or by delivering paper copies to you by mail in connection with the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business described in this Proxy Statement. This Proxy Statement includes information that we are required to provide under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.
Why did I receive a notice in the mail regarding internet availability of proxy materials instead of a paper copy of the proxy materials? Pursuant to Rule 14a-16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have elected to provide access to our proxy materials over the internet. Accordingly, on or about April 30, 2021, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of April 16, 2021 while brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice to the beneficial owners. All stockholders will have the ability to access the proxy materials, including this Proxy Statement and our 2020 Annual Report, on the website referred to in the Notice or to request to receive a printed copy of the proxy materials. Instructions on how to request a printed copy by mail or electronically, including an option to request paper copies on an ongoing basis, may be found in the Notice and on the website referred to in the Notice. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.
How do I vote? If you hold your shares of common stock as a record holder and you are viewing this Proxy Statement on the internet, you may vote your shares by submitting a proxy over the internet by following the instructions on the website referred to in the Notice previously mailed to you. You may also authorize a proxy by telephone or by mail as described below.
If your common stock is held in your name, there are three ways for you to authorize a proxy:
(1)    If you received a paper copy of the proxy materials by mail, sign, date and mail the proxy card in the enclosed return envelope;
(2)    Call 1-800-776-9437; or
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(3)    Log on to the internet at www.voteproxy.com and follow the instructions at that site. The website address for authorizing a proxy by internet is also provided on your Notice, as well as your unique 11-digit control number needed to access the Company’s annual meeting information located at www.voteproxy.com.
You may also attend the virtual Annual Meeting and vote electronically at https://web.lumiagm.com/218892223 during the virtual Annual Meeting. You will need the 11-digit voter control number which appears on your proxy card (printed in the box and marked by the arrow) and the meeting password, rexford2021. If you do not have your 11-digit voter control number you may attend as a guest (non-shareholder) by going to https://web.lumiagm.com/218892223 and entering the requested information. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.
If a bank, broker or other nominee is the record holder of your stock on the record date, you will be able to submit a proxy by following the instructions on the voting instruction form or notice that you receive from your bank, broker or other nominee. If a bank, broker or other nominee is the record holder of your stock on the record date, you must obtain and submit a legal proxy from your broker or other nominee as the record holder and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the record date to American Stock Transfer & Trust on or before 5:00 p.m., Eastern Time, on June 11, 2021, in order to vote electronically at the virtual Annual Meeting. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests for registration can be mailed to:
American Stock Transfer & Trust Company LLC
Attn: Proxy Tabulation Department
6201 15th Avenue
Brooklyn, NY 11219
Telephone and internet proxy authorizations will close at 11:59 p.m. (Eastern Time) on June 16, 2021. If you authorize a proxy, unless you indicate otherwise, the persons named as your proxies will cast your votes FOR the election of all of the nominees named in this Proxy Statement; FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm; FOR the advisory resolution on the Company’s named executive officer compensation and FOR the approval of the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan. The persons named as proxies will vote in their discretion on any other business properly introduced at the Annual Meeting or any postponement or adjournment of the Annual Meeting.
If your shares of common stock are held in the name of your broker, bank or other nominee, you should receive separate instructions from the holder of your common stock describing how to provide voting instructions.
Even if you plan to attend the Annual Meeting, we recommend that you authorize a proxy in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
Can I vote my shares by completing and returning the Notice? No. The Notice will, however, provide instructions on how to authorize a proxy to vote your shares by telephone, by internet, by requesting and returning a paper proxy card or voting instruction card, or by voting electronically at the Annual Meeting.
Where and when is the Annual Meeting? The Annual Meeting will be held at 9:00 a.m. (Pacific Time) on Thursday, June 17, 2021, in a virtual-only meeting format via live audio webcast at https://web.lumiagm.com/218892223. You will need the 11-digit voter control number which appears on your proxy card
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(printed in the box and marked by the arrow) and the meeting password, rexford2021. If you do not have your 11-digit voter control number you may attend as a guest (non-shareholder) by going to https://web.lumiagm.com/218892223 and entering the requested information. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.
What is the purpose of the Annual Meeting of Stockholders? At the Annual Meeting, stockholders will consider and vote upon matters described in the Notice of Annual Meeting and this Proxy Statement, including without limitation the election of directors and the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. In addition, once the business of the Annual Meeting is concluded, members of management will respond to questions raised by stockholders, as time permits.
Who can attend the Annual Meeting? All of our stockholders as of the close of business on April 16, 2021, the record date for the Annual Meeting, or individuals holding their duly appointed proxies, may attend the Annual Meeting. Authorizing a proxy in response to this solicitation will not affect a stockholder’s right to attend the Annual Meeting and to vote in person. Please note that if you hold your common stock in “street name” (that is, through a broker, bank or other nominee), and you wish to vote electronically at the Annual Meeting, you must obtain a “legal proxy” from your bank, broker or other nominee, and you must submit the legal proxy from your broker or other nominee as the record holder and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the record date to American Stock Transfer & Trust on or before 5:00 p.m., Eastern Time, on June 11, 2021, in order to vote electronically at the virtual Annual Meeting. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests for registration can be mailed to:
American Stock Transfer & Trust Company LLC
Attn: Proxy Tabulation Department
6201 15th Avenue
Brooklyn, NY 11219
What am I voting on? At the Annual Meeting, you may consider and vote on:
(1)the election of eight directors;
(2)the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
(3)an advisory resolution to approve the Company’s named executive officer compensation for the fiscal year ended December 31, 2020, as more fully described in this Proxy Statement;
(4)the approval of the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan; and
(5)any other business properly introduced at the Annual Meeting.
What are the Board’s recommendations? The Board recommends a vote:
FOR the election of each nominee named in this Proxy Statement (see Proposal No. 1);
FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (see Proposal No. 2);
FOR the advisory resolution to approve the Company’s named executive officer compensation for the fiscal year ended December 31, 2020, as more fully described in this Proxy Statement (see Proposal No. 3); and
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FOR the approval of the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (see Proposal No. 4).
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board and in their discretion on any other business properly introduced at the Annual Meeting.
Who may vote? You may vote if you owned shares of our common stock at the close of business on April 16, 2021, which is the record date for the Annual Meeting. You are entitled to cast one vote in the election of directors for as many individuals as there are directors to be elected at the Annual Meeting and to cast one vote on each other matter properly presented at the Annual Meeting for each share of common stock you owned as of the record date. As of April 16, 2021, we had 133,897,360 shares of common stock outstanding.
Who counts the votes? A representative of American Stock Transfer & Trust Company, LLC will tabulate the votes and will act as the inspector of the election.
What is a quorum for the Annual Meeting? The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum at the Annual Meeting. No business may be conducted at the Annual Meeting if a quorum is not present.
If a quorum is not present at the Annual Meeting, the Chairman of the meeting may adjourn the Annual Meeting to another date, time or place, not later than 120 days after the original record date of April 16, 2021, without notice other than announcement at the meeting. We may also postpone the Annual Meeting by making a public announcement of the postponement before the time scheduled for the Annual Meeting.
What vote is required to approve an item of business at the Annual Meeting? To be elected as a director (Proposal No. 1), a nominee must receive the affirmative vote of a majority of the votes cast (meaning that a nominee will be elected as a director if the number of votes cast “FOR” such nominee exceeds the number of votes “AGAINST” such nominee).
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 2), to adopt the advisory resolution on named executive officer compensation (Proposal No. 3) and to approve the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (Proposal No. 4), the affirmative vote of a majority of the votes cast on the proposal is required (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST” such proposal).
If you are a stockholder of record as of the close of business on the record date for the Annual Meeting and you authorize a proxy (whether by internet, telephone or mail) without specifying a choice on any given matter to be considered at this Annual Meeting, the proxy holders will vote your shares according to the Board’s recommendation on that matter. If you are a stockholder of record as of the record date for the Annual Meeting and you fail to authorize a proxy or vote electronically, assuming that a quorum is present at the Annual Meeting, it will have no effect on the result of the vote on any of the matters to be considered at the Annual Meeting.
If you hold your shares through a broker, bank or other nominee, under the rules of the New York Stock Exchange (“NYSE”), your broker or other nominee may not vote with respect to certain proposals unless you have provided voting instructions with respect to that proposal. A “broker non-vote” results when a broker, bank or other nominee properly executes and returns a proxy but indicates that the nominee is not voting with respect to a particular matter
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because the nominee has not received voting instructions from the beneficial owner. A broker non-vote is not considered a vote cast on a proposal; however, stockholders delivering a properly-executed broker non-vote will be counted as present for purposes of determining whether a quorum is present.
If you hold your shares in a brokerage account, then, under NYSE rules and Maryland law:
With respect to Proposal No. 1 (Election of Directors), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the election of directors.
With respect to Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm), your broker is entitled to vote your shares on this matter if no instructions are received from you.
With respect to Proposal No. 3 (Advisory Vote on the Compensation of the Named Executive Officers (“Say-on-Pay Vote”)), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the result of the vote on this proposal.
With respect to Proposal No. 4 (Approval of the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the result of the vote on this proposal.
Because an abstention is not a vote cast under state law, if you instruct your proxy or broker to “abstain” or “withhold” on Proposal Nos. 1-3, it will have no effect on the vote on those the matters to be considered at the Annual Meeting. Under NYSE rules, an abstention is considered to be a vote cast, Therefore, if you instruct your proxy to “abstain” on Proposal No. 4, it will have the same effect as a vote cast against the proposal. However, if you instruct your proxy or broker to “abstain” on any or all matters, you will still be counted as present for purposes of determining whether a quorum is present.
Can I revoke my proxy? Yes, if your shares of common stock are held on record in your name, you can revoke your proxy by:
Filing written notice of revocation with our Secretary before the Annual Meeting at the address shown on the front of this Proxy Statement or at the Annual Meeting;
signing a proxy bearing a later date; or
attending and voting electronically at the Annual Meeting.
Attendance at the Annual Meeting will not, by itself, revoke a properly-executed proxy. If your shares of common stock are held in the name of your broker, bank or other nominee, please follow the voting instructions provided by the holder of your common stock regarding how to revoke your proxy.
What happens if additional matters are presented at the Annual Meeting? Other than the four proposals described in this Proxy Statement, we are not aware of any business that may properly be brought before the Annual Meeting. If any other matters are properly introduced for a vote at the Annual Meeting and if you properly authorize a proxy, the persons named as proxy holders will vote in their discretion on any such additional matters. As of the date of this Proxy Statement, our Board is not aware of any other individual who may properly be nominated for election as a director at the Annual Meeting or of any nominee who is unable or unwilling to serve as director. If any nominee named in this Proxy Statement is unwilling or unable to serve as a director, our Board may nominate another
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individual for election as a director at the Annual Meeting, and the persons named as proxy holders will vote for the election of any substitute nominee.
Who pays for this proxy solicitation? We will bear the expense of preparing, printing and mailing this Proxy Statement and the proxies we solicit. Proxies may be solicited by mail, telephone, personal contact and electronic means and may also be solicited by directors and officers in person, by the internet, by telephone or by facsimile transmission, without additional remuneration.
We will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of our common stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares and submitting your proxy by the internet or telephone, or by completing and returning the enclosed proxy card (if you received your proxy materials in the mail), will help to avoid additional expense.
Where can I find corporate governance materials? Our Corporate Governance Guidelines and Code of Business Conduct and Ethics and the charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on the Company Information—Governance Documents page of the Investor Relations section on our website at www.rexfordindustrial.com.
NO PERSON IS AUTHORIZED ON OUR BEHALF TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL UNDER NO CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROXY STATEMENT. _____________________________________________________________________________________________
The date of this Proxy Statement is April 30, 2021.
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INFORMATION ABOUT THE BOARD

PROPOSAL NO. 1
NOMINEES FOR ELECTION TO THE BOARD
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, or 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.
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.
The Board of Directors unanimously recommends that the stockholders vote “FOR” the eight nominees listed below.
NameAgePosition
Robert L. Antin †71Director
Michael S. Frankel58Co-Chief Executive Officer and Director
Diana J. Ingram †63Director
Debra L. Morris †62Director
Tyler H. Rose †60Director
Peter E. Schwab †77Director
Howard Schwimmer60Co-Chief Executive Officer and Director
Richard Ziman78Chairman of the Board of Directors

† Independent within the meaning of the NYSE listing standards.
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Robert L. Antin
Director Since: IPO
Age: 71
Mr. Antin has served as a Board member since the completion of our IPO on July 24, 2013 and is the Chairman of our Compensation Committee. Mr. Antin was a founder of VCA Inc. (“VCA”), formerly a publicly traded national animal healthcare company purchased in 2017 by Mars Inc. VCA provides veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market. Mr. Antin has served as a Chief Executive Officer and President at VCA since its inception in 1986, and served as the Chairman of the Board from inception through September 2017. Mr. Antin currently serves as a Director of B. Riley Financial (NASDAQ: RILY) and Heska Corporation (NASDAQ: HSKA). From September 1983 to 1985, Mr. Antin was 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 July 1978 until September 1983, Mr. Antin was an officer of American Medical International, Inc., an owner and operator of health care facilities. Mr. Antin received his Bachelor’s degree from the State University of New York at Cortland and his MBA with a certification in hospital and health administration from Cornell University. Our Board of Directors determined that Mr. Antin should serve as a director based on his 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.
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Michael S. Frankel
Director Since: IPO
Age: 58
Mr. Frankel has served as our Co-Chief Executive Officer and as a Board member since January 18, 2013 as part of our formation transactions. Mr. Frankel served as the Chief Financial Officer of one of the management companies that we acquired as part of our formation transactions and as Managing Partner of Rexford Industrial LLC and Rexford Sponsor LLC. Mr. Frankel’s career includes 17 years co-managing our predecessor and current businesses, which have exclusively focused on investing in infill Southern California industrial real estate. Mr. Frankel has focused on real estate investment, private equity investments and senior management operating roles throughout his career. Mr. Frankel was previously responsible for investments at the private equity firm “C3,” a subsidiary of the Comcast Corporation (NASD: CMCSA). Mr. Frankel also served with LEK Consulting, providing strategic advisory services to several of the world’s leading investment institutions. Mr. Frankel began his career as Vice President at Melchers & Co., a European-based firm, where he was responsible for Melchers’ U.S.-Asia operations, principally based in Beijing. Mr. Frankel brings significant public and private equity, finance and management experience to our company. Mr. Frankel has substantial experience working in China, Southeast Asia and France, and speaks Mandarin and French. Mr. Frankel is a licensed real estate broker in the state of California and a member of the Urban Land Institute. Mr. Frankel also serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. Mr. Frankel earned his Bachelor of Arts degree in political economy from the University of California at Berkeley and his Masters of Business Administration from the Harvard Business School. Our Board of Directors determined that Mr. Frankel should serve as a director based on his extensive executive management and finance experience in the real estate industry and an extensive knowledge of our Company and our operations.
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Diana J. Ingram
Director Since: 2018
Age: 63
Diana Ingram has served as a Board member since April 17, 2018 and is the Chairwoman of our Nominating and Corporate Governance Committee. Ms. Ingram is a senior business development, sales, and marketing leader with an extensive background in information technology in the U.S., Latin American and global markets. Ms. Ingram has served as Consulting Director at Oracle Consulting since 2015, where she is focused on helping corporate clients accelerate their transition to cloud computing and enhance their IT security posture. From 2013 to 2015, Ms. Ingram ran Ingram & Associates, an independent consulting firm based in Los Angeles. Prior to that, she was Executive Vice President and Head of Operations for the U.S. start-up of networking software company IBT /Realtime from 2012 to 2013, prior to which she 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. Prior to IBM, she was Senior Vice President and General Manager of Operations, West Region at Kinko's Inc., now part of FedEx from 2002 to 2003, where she oversaw 600 retail stores and 20 commercial print production centers, generating more than $1 billion in revenue annually. Active in the Southern California community, Ms. Ingram 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. Her 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. Ms. Ingram received her Bachelor of Arts degree from Stanford University and her Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University. She is an associate member of the International Information System Security Certification Consortium (ISC)². Our Board of Directors determined that Ms. Ingram should serve as a director based on her professional background and experience, significant expertise in information technology and systems, and service on other private boards.
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Debra L. Morris
Director Since: 2020
Age: 62
Debra L. Morris has served as a Board member since December 31, 2020 and is a member of our Audit Committee and Compensation Committee. Ms. Morris has served as the Executive Vice President, Chief Financial Officer of Apria, Inc., a leading provider of integrated home healthcare equipment and related services in the United States, since March 2013. She currently serves on the board and chairs the Audit Committee of ALC Schools, a provider of alternative student transportation for school districts nationwide. Prior to joining Apria, Inc., Ms. Morris served as Chief Financial Officer—Americas for SITEL Worldwide Corporation, a global leader in business processing outsourcing, from 2010 to 2013. Prior to that she served as a Partner of Tatum LLC, a national executive services firm, from 2004 to 2010 and as a Director from 2008 to 2010 and provided interim and permanent Chief Financial Officer services for companies contracted with Tatum LLC including Life Masters Supported Selfcare and RelaDyne. From 1999 to 2002 she was Chief Financial Officer of Caliber Collision Centers. Ms. Morris spent the earlier part of her 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. Ms. Morris holds a B.S. in Business Administration from Colby Sawyer College in New London, New Hampshire. Our Board of Directors determined that Ms. Morris should serve as a director based on her extensive finance and accounting expertise and extensive leadership experience.
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Tyler H. Rose
Director Since: 2015
Age: 60
Mr. Rose has served as a Board member since February 23, 2015 and is the Chairman of our Audit Committee and a member of our Nominating and Corporate Governance Committee.  Mr. Rose has served as President of Kilroy Realty Corporation (NYSE: KRC) (“Kilroy”) since December 2020 after serving as Executive Vice President and Chief Financial Officer since 2009 and Senior Vice President and Treasurer from 1997 to 2009. Prior to his tenure at Kilroy, Mr. Rose was Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. from 1995 to 1997, and was appointed Treasurer in 1996. Prior to that, Mr. Rose was Vice President, Corporate Finance of The Irvine Company from 1994 to 1995. From 1986 to 1994, Mr. Rose was employed at J.P. Morgan & Co., serving in its Real Estate Corporate Finance Group until 1992 and as Vice President of its Australia Mergers and Acquisitions Group from 1992 to 1994. Mr. Rose also served for two years as a financial analyst for General Electric Company. He serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. Mr. Rose received a Master of Business Administration degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree in Economics from the University of California, Berkeley. Our Board of Directors determined that Mr. Rose should serve as a director based on his extensive real estate, finance and accounting expertise and extensive experience as an executive at a public real estate investment trust.
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Peter E. Schwab
Director Since: 2014
Age: 77
Mr. Schwab has served as a Board member since February 26, 2014 and is a member of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Schwab is a 39-year veteran of the lending industry. He retired in 2011 as Chairman and CEO of Wells Fargo Capital Finance, a leading provider of traditional asset-based lending and other specialized senior secured financing vehicles to companies nationwide. Mr. Schwab was a member of Wells Fargo Bank’s Management Committee. He served in various senior roles with Wells Fargo Capital Finance and predecessor entities (including Foothill Capital Corporation) during his 28-year tenure with the organization. Mr. Schwab currently serves on the Board of Directors of TCP Capital Corp. (NASDAQ: TCPC), a public registered investment company, as well as the boards of several private companies and educational, health, arts, and industry not-for-profit organizations. He earned his bachelor’s degree in education from California State University, Northridge and his master’s degree in education administration from California State University, Los Angeles. Our Board of Directors determined that Mr. Schwab should serve as a director based on his extensive finance experience and expertise, leadership roles within major lending institutions, and service on other public and private boards.
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Howard Schwimmer
Director Since: IPO
Age: 60
Mr. Schwimmer has served as our Co-Chief Executive Officer and as a Board member since January 18, 2013 as part of our formation transactions. Mr. Schwimmer also served as Co-Founder and Senior Managing Partner of our predecessor business since December 2001 and President of one of the management companies that we acquired as part of our formation transactions. From May 1983 until November 2001, Mr. Schwimmer, a licensed California real estate broker, served at various times as manager, executive vice president and broker of record for DAUM Commercial Real Estate. Mr. Schwimmer’s 38 year professional career has been dedicated entirely and exclusively to Southern California infill industrial real estate, including its acquisition, value-add improvement, management, sales, leasing and disposition. Mr. Schwimmer has 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. Mr. Schwimmer received his Bachelor’s degree from the University of Southern California in 1983 where he majored in business with an emphasis in real estate finance and development. Mr. Schwimmer serves on the USC Lusk Center Real Estate Leadership Council, is a former Board Chair of USC Hillel, and is the Allocation Committee Chair of the Los Angeles Jewish Federation, Real Estate Principals Organization. Our Board of Directors determined that Mr. Schwimmer should serve as a director based on his executive management experience in the real estate industry and extensive knowledge of our Company and our operations.
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Richard Ziman
Director Since: IPO
Age: 78
Mr. Ziman has served as the Chairman of our Board since January 18, 2013 as part of the formation transactions (“formation transactions”) in connection with our initial public offering (“IPO”), which was completed on July 24, 2013. Mr. Ziman served as the Co-Founder and Chairman of our predecessor business from its inception in December 2001. Mr. Ziman’s industrial real estate experience comprises over forty years of industrial real estate investment experience overseeing his personal, family and foundation-related investments in Southern California as well as having co-founded and served as chairman of the management companies that we acquired as part of our formation transactions. Mr. Ziman’s overall commercial real estate experience also includes his role as the founding Chairman and CEO of Arden Realty, Inc. (“Arden”), a real estate investment firm focused on the commercial office real estate markets in infill Southern California. Mr. Ziman served as Arden’s Chairman of the Board and CEO from its inception in 1990 until its sale in mid-2006 to GE Real Estate in a $4.8 billion transaction involving Arden’s portfolio of approximately 18.5 million square feet in more than 200 office buildings. Arden was publicly traded on the NYSE under the symbol “ARI.” In 2006, Mr. Ziman also co-founded AVP Advisors, LLC and AVP Capital, LLC, the exclusive advisor to American Value Partners, a real estate fund of funds deploying capital on behalf of pension funds throughout the United States. In 1979, Mr. Ziman formed Pacific Financial Group, a diversified real estate investment and development firm, of which he was Managing General Partner. Mr. Ziman also serves on the boards of directors of The Rosalinde and Arthur Gilbert Foundation and The Gilbert Collection Trust. In 2001, Mr. Ziman established and endowed the Richard S. Ziman Center for Real Estate at the Anderson Graduate School of Management at the University of California at Los Angeles. Over the years, Mr. Ziman has held many significant leadership positions in the cultural, educational and social service life of Southern California. Mr. Ziman received his Bachelor’s degree and his Juris Doctor degree from the University of Southern California and practiced law as a partner of the law firm Loeb & Loeb from 1971 to 1980, specializing in transactional and financial aspects of real estate. Our Board of Directors determined that Mr. Ziman should serve as a director based on his extensive executive management experience in the industrial real estate industry and in public companies and extensive knowledge of our Company and our operations.

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DIRECTOR COMPENSATION
2020 Director Compensation Table
The following table provides details regarding the 2020 compensation of our non-employee directors:
Name(1)
Fees Earned or
Paid in Cash ($)
(3)
Stock Awards
($)(4)
Total ($)
Robert L. Antin90,000 99,979 189,979 
Steven C. Good(2)
143,613 220,340 363,953 
Diana J. Ingram80,000 99,979 179,979 
Debra L. Morris(2)
— 33,297 33,297 
Tyler H. Rose95,000 99,979 194,979 
Peter E. Schwab97,500 99,979 197,479 
Richard Ziman150,000 99,979 249,979 
____________
(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)On December 21, 2020, (i) Mr. Good resigned from our Board, effective on December 31, 2020, and (ii) Ms. Morris was appointed to the Board effective December 31, 2020.
(3)Amounts reflect, as applicable, annual cash retainers and committee chair fees, in each case, which were paid in respect of 2020 services. With respect to Mr. Good, amount includes an additional cash payment of $41,113, which is equal to the portion of Mr. Good’s annual retainer for service as a director, as a member of the Compensation Committee, and as the chairman of the Audit Committee, that would have been earned in 2021 for the period of time preceding the estimated date of the next annual stockholders when Mr. Good’s term would have ended. For all directors, fourth quarter 2020 fees were paid in January 2021.
(4)Represents 2,507 shares of restricted common stock granted to each of Messrs. Ziman, Antin, Good, Rose and Schwab and Ms. Ingram on May 26, 2020, and a prorated grant of 678 shares of restricted stock granted to Ms. Morris on December 31, 2020. For all directors other than Mr. Good, amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2020, 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 19, 2021. As of December 31, 2020, Messrs. Ziman, Antin, Rose and Schwab and Ms. Ingram each held 2,507 shares of our restricted common stock, and Ms. Morris held 678 shares of our restricted stock. On December 21, 2020, in connection with Mr. Good’s resignation from our Board, the Compensation Committee approved the accelerated vesting of Mr. Good’s outstanding restricted stock grant of 2,507 shares, which grant was scheduled to vest on the date of the Annual Meeting and had an original grant date fair value of $99,979. For Mr. Good, the amount reported reflects the fair value of the restricted stock award on December 21, 2020 plus the original grant date fair value. The shares were fully vested on December 31, 2020.
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Narrative Disclosure to Director Compensation Table
Our Board has approved a compensation program for our non-employee directors, which was in effect for calendar year 2020 (the “Director Compensation Program”).  The Director Compensation Program consists of annual cash retainers and annual equity awards. The material terms of the Director Compensation Program are described below.  
Cash Compensation
Under the Director Compensation Program, for 2020, (i) each non-employee director was entitled to receive an annual cash retainer equal to $75,000, (ii) Mr. Ziman was entitled to receive an additional annual cash retainer equal to $75,000 for serving as Chairman of the Board, (iii) each committee chair was entitled to receive an additional annual cash retainer of $20,000 (Audit), $15,000 (Compensation) or $10,000 (Nominating and Corporate Governance), and (iv) each non-chair committee member was entitled to receive an additional annual cash retainer of $10,000 (Audit), $7,500 (Compensation) or $5,000 (Nominating and Corporate Governance). We did not have a lead independent director in 2020, but in the event we engage a lead independent director in the future, he or she will be entitled to receive an additional annual cash retainer equal to $10,000 to $20,000. Annual retainers for 2020 were paid in cash, quarterly in arrears.
Equity Compensation
Each director (other than Messrs. Frankel and Schwimmer) 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 (each, an “Annual Grant”). Annual Grants made to non-employee directors in connection with our 2020 annual meeting had an approximate grant-date value of $100,000. Starting with our 2021 annual meeting, Annual Grants will have an approximate value of $110,000. Each Annual Grant 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. Each of our directors serving as of the date of the annual meeting of stockholders in 2020 (other than Messrs. Schwimmer and Frankel) received such Annual Grants of restricted stock for their 2020 services.
Under the Director Compensation Program, each non-employee director who is initially elected or appointed to serve on the Board is granted (on the date of such initial election or appointment) restricted stock with a value of $110,000 (the value was increased from $100,000 beginning on January 1, 2021). In the event that the initial election or appointment does not occur at an annual meeting of stockholders, the value of the restricted stock grant is prorated accordingly. The initial grant vests in full on the earlier of (1) the date of the annual meeting of stockholders 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 first anniversary, as applicable. All of our directors other than Ms. Morris served on our Board prior to the 2020 Annual Meeting and, accordingly, such directors did not receive initial restricted stock grants with respect to 2020 service. Ms. Morris was appointed to the Board on December 31, 2020, and received an initial prorated grant of 678 shares of restricted stock on the date of her appointment with respect to service through the date of the annual meeting.
Director Stock Ownership Guidelines
We have adopted stock ownership guidelines for our non-employee directors, pursuant to which our non-employee directors are required to hold a number of shares of Company stock having a market value equal to or greater than three times their annual cash retainer (not including any additional committee retainers and/or lead independent
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director retainers). Our current non-employee directors had until December 2020 to achieve these stock ownership requirements or, in the case of a new non-employee director, five years from the commencement of his or her election to the Board. As of April 30, 2021, all our non-employee directors satisfied the stock ownership guidelines or were within the five-year period since first becoming a director to acquire the applicable level of ownership.

BOARD STRUCTURE, LEADERSHIP AND RISK MANAGEMENT
We have structured our corporate governance in a manner we believe closely aligns our interests with those of the long term interests of our Company and our stockholders. Notable features of our corporate governance structure include the following:
our Board is not classified, with each of our directors subject to re-election annually;
of the eight persons who serve on our Board, our Board has determined that five or 62.5%, of our directors satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Exchange Act;
two of our directors qualify as “audit committee financial experts” as defined by the SEC;
we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law (the “MGCL”); and
we do not have a stockholder rights plan.
Our directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.
Our Board is currently chaired by Mr. Ziman, our Chairman. Our Board believes that Mr. Ziman’s service as our Chairman is in the best interests of our Company and our stockholders because Mr. Ziman possesses detailed and in-depth knowledge of the issues, opportunities and challenges we face. Our Board believes that his role as Chairman enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees and tenants.
There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s voting securities, or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS
Our non-management, independent directors typically meet without management present each time the full Board convenes for a meeting, or, to the extent present, each time a Board committee convenes for a regularly scheduled meeting. If the Board convenes for a special meeting, the non-management, independent directors will meet in executive session if circumstances warrant. We currently do not have a lead independent director. Our independent directors have selected Peter Schwab to preside over executive sessions of the Board.

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The Board welcomes communications from stockholders. For information on how to communicate with our independent directors, please refer to the information set forth under the heading “—Communications with the Board.”

BOARD MEETINGS
The Board held six regularly scheduled and special meetings in 2020 to review significant developments, engage in strategic planning, and act on matters requiring Board approval. Each incumbent director attended an aggregate of at least 75 percent of the Board meetings and the meetings of committees on which he served, during the period that he served in 2020. The Board also acted by unanimous written consent on seven occasions.

BOARD COMMITTEES
Our Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, with respect to each of these committees, and each of these committees is comprised exclusively of independent directors. Additionally, our Board may from time to time establish other committees to facilitate the management of our company.
Audit Committee
Our Audit Committee consists of three of our independent directors. We have determined that the Audit Committee Chairman and one additional member of our Audit Committee qualify as an “audit committee financial expert” as that term is defined by applicable SEC regulations and NYSE corporate governance listing standards. Our Board has determined that each of our Audit Committee members is “financially literate” as that term is defined by NYSE corporate governance listing standards. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:
our accounting and financial reporting processes;
the integrity of our consolidated financial statements and financial reporting process;
our disclosure controls and procedures and internal control over financial reporting;
our compliance with financial, legal and regulatory requirements;
the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;
the performance of our internal audit function; and
our overall risk profile.
The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee is also responsible for the Audit Committee report included in this Proxy Statement. Mr. Rose is
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Chairman and Ms. Morris and Mr. Schwab are members of the Audit Committee. Both Mr. Rose and Ms. Morris qualify as audit committee financial experts.
During 2020, the Audit Committee met a total of four times. The Audit Committee also acted by unanimous written consent on one occasion.
Compensation Committee
Our Compensation Committee consists of three independent directors. We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:
reviewing and approving, at least annually, the performance goals and objectives relevant to our Co-Chief Executive Officers’ compensation, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration of our Co-Chief Executive Officers based on such evaluation;
reviewing and approving the compensation of all of our other officers;
reviewing our executive compensation policies and plans;
implementing and administering our incentive compensation equity-based remuneration plans;
assisting management in complying with our Proxy Statement and annual report disclosure requirements;
producing a report on executive compensation to be included in our annual Proxy Statement (if required); and
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee, provided that such responsibilities do not pertain to matters involving executive compensation or certain matters determined to involve compensation intended to be “grandfathered” under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) as exempt from the limitation on deductibility of annual compensation over $1 million under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Mr. Antin is Chairman and Ms. Morris and Mr. Schwab are members of the Compensation Committee. During 2020, the Compensation Committee met a total of four times. The Compensation Committee also acted by unanimous written consent on nine occasions. The Compensation Committee has the authority to retain legal and other advisors, to the extent it deems necessary or appropriate, and has retained Ferguson Partners Consulting (“Ferguson Consulting”) as its independent compensation consultant to provide the Compensation Committee with advice and guidance on the design and implementation of the Company’s executive compensation programs. Additional information concerning Ferguson Consulting and its services is set forth under “Executive Compensation-Compensation Discussion and Analysis.”
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee, or Governance Committee, consists of three independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:
identifying and recommending to the full Board qualified candidates for election as directors to fill vacancies on the Board or at any annual meeting of stockholders;
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developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines;
reviewing and making recommendations on matters involving the general operation of the Board, including Board size and composition, and committee composition and structure;
recommending to the Board nominees for each committee of the Board of Directors;
facilitating the annual assessment of the Board’s performance as a whole and of the individual directors, as required by applicable law, regulations and NYSE corporate governance listing standards;
overseeing the Board’s evaluation of the performance of management; and
oversight of the Board’s evaluation of the environmental, social and governance committee, which oversight role was established pursuant to Board action.
Ms. Ingram is Chairwoman and Messrs. Rose and Schwab are members of the Governance Committee. During 2020, our Governance Committee met a total of five times. The Governance Committee also acted by unanimous written consent on two occasions.

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AUDIT COMMITTEE REPORT
The information contained in this Report of the Audit Committee shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically incorporate this information by reference).
Although the Audit Committee of the Board of Directors (the “Audit Committee”) oversees the financial reporting process of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), on behalf of the Board of Directors of the Company (the “Board”), consistent with the Audit Committee’s written charter, management has the primary responsibility for preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management.
The Audit Committee has reviewed and discussed with management and the Company’s independent registered public accounting firm, Ernst & Young LLP, the Company’s December 31, 2020 audited financial statements. Prior to the commencement of the audit, the Audit Committee discussed with the Company’s management and independent registered public accounting firm the overall scope and plans for the audit. Subsequent to the audit and each of the quarterly reviews, the Audit Committee discussed with the independent registered public accounting firm, with and without management present, the results of their examinations or reviews, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of specific judgments and the clarity of disclosures in the consolidated financial statements.
In addition, the Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from the Company and considered the compatibility of non-audit services with its independence.
Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission.
The foregoing report has been furnished by the Audit Committee as of April 30, 2021.

Tyler H. Rose, Chairman
Debra L. Morris
Peter E. Schwab
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CORPORATE GOVERNANCE

GOVERNANCE DOCUMENTS
Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters, along with our Code of Business Conduct and Ethics and Corporate Governance Guidelines, are available on the Company Information—Governance Documents page of the Investor Relations section on our website at www.rexfordindustrial.com. In addition, these documents also are available in print to any stockholder who requests a copy from our Investor Relations Department at Rexford Industrial Realty, Inc., 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025, or by email at investorrelations@rexfordindustrial.com.  In accordance with the Corporate Governance Guidelines, the Board and each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee conducts an annual performance self-assessment with the purpose of increasing effectiveness of the Board and its committees.  (The Company’s website address provided above and elsewhere in this Proxy Statement is not intended to function as a hyperlink, and the information on the Company’s website is not and should not be considered part of this Proxy Statement and is not incorporated by reference herein.)

CODE OF BUSINESS CONDUCT AND ETHICS
Our Board formally approved a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:
honest and ethical conduct, including the ethical handling of actual or potential conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
compliance with applicable governmental laws, rules and regulations;
prompt internal reporting of violations of the code to appropriate persons identified in the code; and
accountability for adherence to the code.
Any waiver of the Code of Business Conduct and Ethics for our directors, executive officers and other principal financial officers must be approved by the Board or the appropriate committee thereof, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

ROLE OF THE BOARD IN RISK OVERSIGHT
One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight.
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In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. In addition, our Audit Committee is responsible for reviewing related party transactions as described below under “Review and Approval of Transaction with Related Persons.”
Our Governance Committee oversees Board processes and oversees governance-related risks and monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.
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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Since the date of our IPO, there have been no insider participations or Compensation Committee interlocks of the Compensation Committee. At all times since the completion of our IPO, the Compensation Committee has been comprised solely of independent, non-employee directors.

COMMUNICATIONS WITH THE BOARD
Stockholders and other interested parties may write to the entire Board or any of its members at Rexford Industrial Realty, Inc., c/o David Lanzer, General Counsel and Secretary, 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025. Stockholders and other interested parties also may e-mail the Chairman, the entire Board or any of its members c/o David Lanzer, General Counsel and Secretary, at dlanzer@rexfordindustrial.com. The Board may not be able to respond to all stockholder inquiries directly. Therefore, the Board has developed a process to assist it with managing inquiries.
The General Counsel and Secretary will perform a review in the normal discharge of his duties to ensure that communications forwarded to the Chairman, the Board or any of its members preserve the integrity of the process. While the Board oversees management, it does not participate in day-to-day management functions or business operations and is not normally in the best position to respond to inquiries with respect to those matters. For example, items that are unrelated to the duties and responsibilities of the Board such as spam, junk mail and mass mailings, ordinary course disputes over fees or services, personal employee complaints, business inquiries, new product or service suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Chairman or any other director. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Chairman or any other director and will not be retained. Such material may be forwarded to local or federal law enforcement authorities.
Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and made available to the Chairman and any other independent director on request. The independent directors grant
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the General Counsel and Secretary discretion to decide what correspondence will be shared with our management and any personal employee communications may be shared with our human resources department if deemed appropriate. If a response on behalf of the Board is appropriate, we gather any information and documentation necessary for answering the inquiry and provide the information and documentation, as well as a proposed response, to the appropriate director(s). We also may attempt to communicate with the stockholder for any necessary clarification. Our General Counsel and Secretary (or his designee) reviews and approves responses on behalf of the Board in consultation with the applicable director(s), as appropriate.
Certain circumstances may require that the Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter. Nevertheless, the Board considers stockholder questions and comments important, and endeavors to respond promptly and appropriately.

NOMINATION PROCESS FOR DIRECTOR CANDIDATES
The Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Governance Committee is governed by a written charter, a copy of which is available on the Company Information—Governance Documents page of the Investor Relations section on our website at www.rexfordindustrial.com.
The Governance Committee regularly reviews the composition of the Board and whether the addition of directors with particular experiences, skills, or characteristics would make the Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills, or characteristics would make the Board more effective, the Governance Committee initiates a search. As a part of the search process, the Governance Committee may consult with other directors and members of senior management, and may hire a search firm to assist in identifying and evaluating potential candidates.
When considering a candidate, the Governance Committee reviews the candidate’s experiences, skills, and characteristics. The Governance Committee also considers whether a potential candidate would otherwise qualify for membership on the Board, and whether the potential candidate would likely satisfy the independence requirements of the NYSE as described below.
Candidates are 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. Other factors include having members with various and relevant career experience and technical skills, and having a Board that is, as a whole, diverse. Where appropriate, we will conduct a criminal and background check on a candidate. In addition, at least one member of the Board should have the qualifications and skills necessary to be considered an “audit committee financial expert,” as this term has been defined by the SEC in Item 407(d)(5)(ii) of Regulation S-K.
All potential candidates are interviewed by the Chairman of the Board and Governance Committee Chairman, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the General Counsel and Secretary conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member,
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or recommends a slate of candidates to the Board for nomination for election as directors. The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.
Stockholders may recommend candidates to our Board. The stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board and how the candidate satisfies the Board’s criteria. The stockholder must also provide such other information about the candidate as would be required by the SEC rules to be included in a Proxy Statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. The stockholder must submit proof of the stockholder’s holding of our common stock. All communications are to be directed to the Chairman of the Nominating and Corporate Governance Committee, c/o Rexford Industrial Realty, Inc., 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025, Attention: General Counsel and Secretary. For any annual meeting, recommendations received after 120 days prior to the anniversary of the date of the Proxy Statement for the prior year’s annual meeting will likely not be considered timely for consideration by the Governance Committee for that annual meeting.

AUDIT COMMITTEE FINANCIAL EXPERIENCE
Our Board has determined that Mr. Schwab is “financially literate” in accordance with SEC rules based on his prior experience.  Mr. Schwab supervised individuals responsible for financial preparation and reporting during the course of his career and reviewed public company financial processes and disclosure as both an officer and director of public companies.
Furthermore, our Board has also determined that Mr. Rose is “financially literate” and qualifies as an audit committee financial expert as a result of the following relevant experience, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determination:
Since December 2020, Mr. Rose has served as President of Kilroy Realty Corporation after serving as Executive Vice President and Chief Financial Officer since 2009 and Senior Vice President and Treasurer from 1997 to 2009.
From 1995 until 1997, Mr. Rose served as Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. and was appointed Treasurer in 1996.
From 1986 until 1995, Mr. Rose was employed at J.P. Morgan & Co., serving in its Real Estate Corporate Finance Group until 1992 and as Vice President of its Australia Mergers and Acquisitions Group from 1992 to 1994.
Mr. Rose served as a financial analyst for General Electric Company for two years.
Mr. Rose currently serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley
Mr. Rose holds a Master of Business Administration degree from the University of Chicago Booth School of Business and a Bachelor of Arts degree in Economics from the University of California, Berkeley.
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Lastly, our Board has determined that Ms. Morris is “financially literate” and qualifies as an audit committee financial expert as a result of the following relevant experience, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determination:
Since March 2013, Ms. Morris has served as the Executive Vice President and Chief Financial Officer of Apria, Inc.
From 2010 until 2013, Ms. Morris served as Chief Financial Officer-Americas for SITEL Worldwide Corporation.
From 2004 until 2010, Ms. Morris served as a Partner of Tatum LLC and as a Director from 2008 to 2010 and provided interim and permanent CFO services for companies contracted with Tatum LLC including LifeMasters Supported Selfcare and RelaDyne.
From 1999 to 2002, Ms. Morris was Chief Financial Officer of Caliber Collision Centers.
Ms. Morris spent the earlier part of her 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.
Ms. Morris holds a B.S. in Business Administration from Colby Sawyer College in New London, New Hampshire.

AUDIT COMMITTEE PRE-APPROVAL POLICY
The Audit Committee’s policy is to pre-approve all significant audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

PRINCIPAL ACCOUNTANT FEES AND SERVICES
Ernst & Young LLP’s fees for the fiscal years ended December 31, 2020 and 2019 were as follows:
Fiscal Year Ended December 31
20202019
Audit Fees$1,309,000 $1,197,000 
Audit-Related Fees2,000 2,000 
Tax Fees641,000 558,000 
All Other Fees— — 
Total Fees$1,952,000 $1,757,000 

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A description of the types of services provided in each category is as follows:
Audit Fees—Includes fees for professional services provided in connection with the annual audit of our financial statements and internal control over financial reporting, review of our quarterly financial statements, and SEC registration statements and securities offerings.
Audit-Related Fees—Includes fees to access the accounting research database.
Tax Fees—Includes tax return preparation and other tax planning services in the period the services occurred.
All of the services performed by Ernst & Young LLP were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

BOARD ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS
While the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, the Board encourages all directors to attend the Annual Meeting. Three of our directors attended our 2020 Annual Meeting of Stockholders.

ENVIRONMENTAL STEWARDSHIP AND SOCIAL RESPONSIBILITY
Our people and differentiated business model are the foundation of our success, guided by our mission to reinvent the business of industrial real estate by optimizing positive environmental and stakeholder impacts driven by a company culture defined by mutual-respect and excellence. Best-in-class environmental, social and governance (“ESG”) standards are integral to our business. Details of our ESG strategy and related impact can be found in our latest Environmental, Social and Governance Report located on the ESG section of our website at www.rexfordindustrial.com.
Our Report conveys our positive ESG-related impacts and quantifies the substantial economic benefits derived from key ESG elements associated with our business strategy. Our ESG report aligns with the guidelines of both the Sustainability Accounting Standards Board (SASB) for the Real Estate Sector as well as the GRI Standards. These frameworks are widely used for ESG reporting, providing our stakeholders with a standardized set of disclosures regarding ESG performance. Our Report focuses on the key economic, environmental and social benefits derived through our positive ESG-related impacts for our employees, customers and the broader stakeholder communities in which we serve and invest. These benefits include:
Positive social impact for our team, our tenants and our communities.
Our investment activity focuses on urban infill locations, adding-value by converting blighted or dysfunctional industrial property into modern, highly-functional industrial properties. These investments transform communities by enabling thriving businesses to drive quality job creation while improving neighborhood health and community welfare.
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Our property improvements include environmental remediation resulting in improved working conditions contributing to greater physical health and productivity for tenants’ employees and local residents.
Our diverse workforce is a reflection of the diversity of our communities. As of December 31, 2020, 54% our employees were female and 49% of our employees self-identified as members of a racial or ethnic minority. We believe attracting people of diverse backgrounds and points-of-view is the single greatest determinant of our future success.
Our corporate policies have evolved to hold ourselves accountable with regard to our commitments to diversity and inclusion, the environment and climate change, human rights, ethics and infallible business practices.
Enhanced sustainability and reduced environmental impact.
Our property repositioning work often involves the physical repositioning, recycling and re-invention of existing industrial building structures – whereas some companies may recycle paper, we recycle buildings! Our Report documents the favorable environmental impacts associated with Rexford’s repositioning and recycling of industrial property within infill Southern California.
Our day-to-day repositioning and improvements across our thirty-three million square foot industrial property portfolio includes substantial ongoing upgrades and improvements in energy efficiency. By converting vintage properties into modern, highly functional industrial business parks we often transform legacy, highly-inefficient energy systems - from lighting, HVAC and roofs to water usage and landscaping systems – to meet or exceed California energy efficiency regulations, which represent some of the most stringent environmental regulations in the nation.
Our property improvements often include functional enhancements that increase the throughput or storage volume of goods as well as decrease the cycle time associated with transporting goods in and out of our properties. These improvements increase efficiency in the movement and storage of goods, enable higher levels of tenant productivity and reduce the pressure for construction of new buildings by increasing the capacity of existing properties within our infill markets.
Quantified value to society and the environment.
Through an extensive cost-benefit economic analysis, we have quantified the value of the direct and indirect benefits to society and the environment resulting from key ESG elements associated with the execution of our business strategy.
We have calculated the net-present-value (“NPV”) social and environmental contribution resulting from our value-add industrial property focus and business model within infill Southern California.







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OTHER COMPANY PROPOSALS

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2021. Pursuant to this appointment, Ernst & Young LLP will serve as our independent registered public accounting firm and report on our consolidated financial statements for the fiscal year ending December 31, 2021.
We expect that representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.
Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of another independent registered accounting firm. The Audit Committee may terminate Ernst & Young LLP’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.
Recommendation of the Board of Directors:
Our Board of Directors recommends a vote “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)
As required by Section 14A of the Exchange Act, we are providing our stockholders with a vote at the Annual Meeting to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. The stockholder vote on named executive officer compensation, commonly known as a “say-on-pay” vote, is an advisory recommendation only, and it is not binding on the Company or our Board or Compensation Committee.
Although the approval is non-binding, our Compensation Committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. At our 2016 annual meeting of stockholders, the Company’s stockholders recommended, on an advisory basis, that the “say-on-pay” vote occur every year. In light of the foregoing recommendation, the Company has determined to hold a “say-on-pay” advisory vote every year. Accordingly, our next advisory “say-on-pay” vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2022 annual meeting of stockholders.

Following are overviews of our key 2020 business highlights and key 2020 executive compensation highlights, which we believe support a vote in favor of our say-on-pay proposal.
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Summary1
2020 Business Highlights
Despite the challenges of the COVID-19 pandemic, during 2020, the executive officers led the Company to achieve strong operational and financial results, including the following:
Achieved Core FFO per diluted share of $1.32, which represents an increase of 7.3% year over year.
Achieved Same Property Portfolio occupancy of 98.2% at year end.
Achieved aggregate GAAP re-leasing spreads of 31.6%.
Increased Same Property Portfolio NOI by 3.7% and Same Property Portfolio Cash NOI by 4.5%.
Ended the year with strategically low leverage equating to 12.9% Net Debt to Enterprise Value.2
Generated a 9.65% total stockholder return in 2020, exceeding the Morgan Stanley REIT Index, the SNL U.S. REIT Equity Index and all but two companies within the Executive Compensation Peer Group (discussed below). Over the last five years, our total stockholder return of 233.79% has far outpaced four comparative indices (Morgan Stanley REIT Index, SNL U.S. REIT Equity Index, the SNL U.S. REIT Industrial Index and the Executive Compensation Peer Group).
Completed 20 acquisitions representing 38 properties for $1.2 billion and four dispositions for $45.5 million, which contributed to our overall consolidated portfolio NOI growth in 2020 of 24.2%.
Collected 94.5% of April 2020 through December 2020 Contractual Billings and 98.5% of Adjusted Contractual Billings for the same period (as of February 16, 2021). Our collections rate for fourth quarter 2020 Contractual Billings was nearly 98% (as of February 16, 2021), which was close to our pre-COVID collections rate, despite the California emergency rent deferment orders.3
Collected over 96% of total COVID-19 related deferred rent billings (as of February 16, 2021) that was provided to tenants in 2020 under rent relief agreements.
Our Same Property Portfolio is a subset of our consolidated portfolio and includes properties that were wholly-owned by us as of January 1, 2019, and still owned by us as of December 31, 2020, exclude any properties that were acquired or sold during the period from January 1, 2019 through December 31, 2020, properties classified as current or future repositioning, redevelopment or lease-up during 2019 or 2020.
____________________________
1 See Appendix A for the definitions of net operating income (“NOI”), “Same Property Portfolio NOI” and “Same Property Portfolio Cash NOI” and a reconciliation of net income, computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI, Same Property Portfolio NOI and Same Property Portfolio Cash NOI, as well as the definitions of funds from operations (“FFO”), “Core FFO” and “Core FFO per diluted share” and a reconciliation of net income computed in accordance with GAAP to FFO and Core FFO.
2 See Appendix A for definition of “Net Debt to Enterprise Value”.
3 “Contractual Billings” include contractual base rent and tenant reimbursements charged to in-place tenants before the impact of consummated COVID-19 related rent relief agreements. “Adjusted Contractual Billings” represent Contractual Billings adjusted for rent relief provided to tenants by the (a) application of security deposits to contractual base rent, (b) acceleration of future existing contractual rent concessions to cover contractual base rent and (c) deferral of contractual base rent.
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2020 Executive Compensation Highlights
The fundamental principles that drive the compensation decisions of our Compensation Committee are to encourage high performance, promote accountability and assure that the interests of our executives are aligned with the long term interests of our Company and its stockholders. In 2020, the Compensation Committee took into account a number of operational and financial factors in setting compensation, including the factors described above in 2020 Business Highlights.
The Company believes that our current executive compensation program represents a balanced, pay-for-performance structure, based on its inclusion of the following key features:
We continued use of a performance-based long-term incentive award program in 2020 that only provides tangible value to our executives upon the creation of significant absolute stockholder value and upon finishing in the 35th or greater percentile of a peer group (discussed below) as to total stockholder return over a three-year performance period.
Approximately 92% of the 2020 compensation awarded to our Co-Chief Executive Officers was variable and/or at-risk subject to the achievement of meaningful Company and/or individual performance goals.
In 2020, we established an annual bonus program that directly tied half of our named executive officers’ annual bonuses to pre-established formulaic quantitative performance goals and half to qualitative performance measures and included stated threshold, target and maximum payouts for each named executive officer.
As described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement,
our executive compensation program is designed to enable us to attract, motivate and retain individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create long-term stockholder value. We encourage stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. As an advisory approval, this proposal is not binding upon us or our Board. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through the vote on this proposal. The Compensation Committee will consider the outcome of this vote in making future compensation decisions for our named executive officers.
Accordingly, we ask that our stockholders vote “FOR” the following resolution:
“RESOLVED, that the stockholders of Rexford Industrial Realty, Inc. approve, on an advisory basis, the compensation of Rexford Industrial Realty’s named executive officers, for the year ended December 31, 2020, as described in the Compensation Discussion & Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Rexford Industrial Realty’s Proxy Statement.”
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Recommendation of the Board of Directors:
Our Board of Directors unanimously recommends that stockholders vote “FOR” the advisory resolution approving the compensation of the named executive officers for the fiscal year ended December 31, 2020, as more fully disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

PROPOSAL NO. 4
APPROVAL OF THE SECOND AMENDED AND RESTATED REXFORD INDUSTRIAL REALTY, INC. AND REXFORD INDUSTRIAL REALTY, L.P. 2013 INCENTIVE AWARD PLAN
Introduction
We are asking our stockholders to approve the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Amended and Restated Plan”), which makes the following material changes to the Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Prior Plan”):
Increases the number of shares of common stock available for issuance under the Amended and Restated Plan by 2,650,000 shares, and increases the number of shares which may be granted as incentive stock options under the Amended and Restated Plan by 2,650,000 shares;
Increases the dollar limit for any award payable in cash to an employee in respect of any award under the Amended and Restated Plan in any calendar year to $10,000,000;
Imposes a $500,000 limit on the total aggregate value of cash and equity compensation that a non-employee director may be paid for services as a non-employee director in respect of any calendar year; and
Extends the right to grant awards under the Amended and Restated Plan through April 14, 2031.

Our Board approved the Amended and Restated Plan on April 14, 2021, upon the recommendation of the Compensation Committee. The adoption of the Amended and Restated Plan is subject to stockholder approval, and the Amended and Restated Plan will not become effective if this approval is not received.
The Amended and Restated Plan will allow us to continue to grant equity and equity-linked long-term incentive compensation awards (including performance-based incentive awards) to our key employees, consultants and directors. Our Board believes that the selective use of equity and equity-linked long-term incentive compensation awards and performance-based cash incentive awards is vital to our ability to attract, retain, reward, and motivate our key employees, consultants and directors. Our Board believes that this, in turn, helps us achieve our growth objectives and enhance stockholder value. Stockholder approval of the Amended and Restated Plan will allow us to continue to provide these incentives.
If approved by stockholders, the Amended and Restated Plan will supersede and replace the Prior Plan.
Key Reasons Why You Should Vote to Approve the Amended and Restated Plan
Our Board recommends that you approve the Amended and Restated Plan for the following reasons:
Recruitment and Retention. The Amended and Restated Plan will enable us to continue to attract, retain, motivate and reward our key employees consistent with market practice.
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Alignment with Stockholder Interests and Pay-for-Performance. Equity and equity-linked awards serve to align the interests of our key employees with those of our Company and its stockholders, focus our key employees on driving stockholder value accretion, and further link pay with performance.
Competitive Advantage. We view equity and equity-linked awards as a crucial component of our compensation program, which enable us to remain competitive within our industry in attracting and retaining key talent, as equity-based compensation for executives is customary among public companies.
Reasonable Share Reserve. We are seeking to reserve a number of shares for issuance pursuant to the Amended and Restated Plan that we believe is reasonable and that we estimate would be sufficient to accommodate approximately six annual grant cycles based on our historical grant practices.
Key Features of the Amended and Restated Plan
We believe that the Amended and Restated Plan reflects a broad range of compensation and governance best practices, with some of the key features of the Amended and Restated Plan as follows:
No Liberal Share Recycling. The share pool under the Amended and Restated Plan is not subject to liberal share “recycling” provisions, meaning (among other things) that shares used to pay the exercise price of stock options, and shares tendered or withheld to satisfy tax withholding obligations with respect to an award, do not again become available for grant.
No Repricing or Replacement of Options or Stock Appreciation Rights (“SARs”). Awards under the Amended and Restated Plan may not be repriced, replaced or re-granted through cancellation or modification without stockholder approval if the effect would be to reduce the exercise price for the shares under the award. Cash buyouts of underwater awards are not permitted.
No In-the-Money Option or SAR Grants. The Amended and Restated Plan prohibits the grant of options or SARs with an exercise or base price less than 100% of the fair market value of our common stock on the date of grant.
No “Evergreen” Provision. The total number of shares of common stock that may be issued under the Amended and Restated Plan is limited to the share reserve that is subject to stockholder approval. That is, the Amended and Restated Plan does not include an automatic share replenishment provision (also known as an “evergreen” provision).
No Increase to Shares Available for Issuance without Stockholder Approval. The Amended and Restated Plan prohibits any increase in the total number of shares of common stock that may be issued under the Amended and Restated Plan without stockholder approval, other than adjustments in connection with certain corporate reorganizations, changes in capitalization and other events, as described below.
No Gross-Ups. The Amended and Restated Plan does not permit excise tax gross-ups (nor have we committed to pay tax gross-ups outside of the Amended and Restated Plan).
No “Reload” Stock Options. The Amended and Restated Plan does not permit grants of stock options with a “reload” feature that would provide for additional stock options to be granted automatically to a participant upon the participant’s exercise of previously-granted stock options.
Share Reserve
In its determination to approve the Amended and Restated Plan, the Board sought to ensure that the Company would have an available pool of shares from which to grant long-term equity and equity-linked incentive awards for a
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reasonable period of time into the future. The Board believes these awards serve a key incentive and retention mechanism for the Company’s key employees and directors. However, the Board is mindful of its responsibility to our stockholders to exercise judgment in granting equity and equity-linked awards and seeks to proactively manage dilution.
In determining the share reserve under the Amended and Restated Plan, the Board reviewed the Compensation Committee’s recommendations, which were made in consideration of information and analysis prepared by Ferguson Consulting, in its capacity as a compensation consultant to the Compensation Committee. Specifically, the Compensation Committee considered the following:
Overhang. The Compensation Committee considered the potential dilution from outstanding and future equity awards (“overhang”) both in absolute terms and relative to industry peers. At March 31, 2021, approximately 1,401,393 shares were subject to outstanding awards under the Prior Plan, and 481,359 shares remained available for future grants of awards under the Prior Plan, which together, represented approximately 1.36% of our fully diluted common shares outstanding, or our overhang percentage. If our stockholders approve the Amended and Restated Plan, the 2,650,000 shares proposed to be reserved for issuance under the Amended and Restated Plan would potentially increase our overhang percentage by 1.91% to approximately 3.27% total.
Burn Rate. The Company’s three-year average burn rate is 1.25%. Currently, the Prior Plan is the only plan under which long-term equity and equity-linked incentive awards may be granted. The tables below set forth information regarding burn rate and shares outstanding as of April 16, 2021 under the Prior Plan.
Burn Rate Information
Year
Total Shares Subject to Stock Options(1)
Total Shares Subject to Full-Value Awards(2)
Total Shares (Stock Options Plus Full-Value Awards)
Burn Rate Conversion Factor (3)
Total Adjusted Full-Value Shares(4)
Weighted Average Common Shares and Common Units Outstanding(5)
Burn Rate(6)
2018— 602,864 602,864 2.51,507,160 88,860,816 1.70 %
2019— 486,097 486,097 2.51,215,243 108,838,892 1.12 %
2020— 468,771 468,771 2.51,171,928 124,661,438 0.94 %
Three-Year Average1.25 %
(1)No stock options are outstanding under the Prior Plan.
(2)With respect to each applicable year, “Total Shares Subject to Full-Value Awards” reflects the number of shares subject to time-based vesting awards granted in the applicable year and the number of shares subject to performance-based vesting awards that were earned in the applicable year.
(3)Burn rate conversion factor assumes ISS' multiplier based on the Company’s annualized stock price volatility, which is 2.5.
(4)Total adjusted full-value shares are calculated by multiplying the total shares subject to full-value awards by the burn rate conversion factor.
(5)Includes common units of limited partnership held in our operating partnership and vested LTIP Units which can be redeemable or exchangeable into shares of our common stock on a one-for-one basis.
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(6)The burn rate is calculated as the total adjusted full-value shares as a percentage of the weighted average common shares and common units outstanding.

Shares Outstanding Under the Prior Plan
Shares Subject to Outstanding Stock Options(1)
Weighted Average Remaining Contractual Life of Stock Options
Shares Subject to Outstanding Full Value Awards(2)
Total Shares Available for Issuance as of
 April 16, 2021
2,640,441481,359
(1)No stock options are outstanding under the Prior Plan.
(2)Reflects all outstanding unvested restricted shares and all outstanding LTIP Units (with unearned LTIP Units subject to performance-based vesting reflected assuming maximum performance).

Share Usage. If the Amended and Restated Plan is approved, we estimate that the shares reserved for issuance thereunder would be sufficient for approximately six years of awards, assuming we grant awards consistent with our current projections. Of course, we cannot predict future share usage with certainty, and circumstances may change and require us to reevaluate and modify our equity grant practices and/or use our share reserve over a different period. However, based on the foregoing, we expect that we would not require an additional increase to the share reserve under the Amended and Restated Plan until 2027 (primarily dependent on award levels and hiring activity during the next few years, as well as terminations and forfeitures), noting again that this timeline is an estimate and the share reserve under the Amended and Restated Plan could actually last for a longer or shorter period of time, depending on future circumstances, which we cannot predict with certainty at this time.
In light of the factors described above, and the fact that our ability to continue to grant equity and equity-based compensation is vital to our ability to continue to attract and retain key personnel in the labor markets in which we compete, the Board has determined that the size of the share reserve under the Amended and Restated Plan is reasonable and appropriate at this time.
Stockholder Approval Requirement
Stockholder approval of the Amended and Restated Plan is necessary in order for us to (1) meet the stockholder approval requirements of the New York Stock Exchange, and (2) retain the ability to grant incentive stock options (“ISOs”) pursuant to the stockholder approval requirements of Section 422 of the Code.
Description of the Amended and Restated Plan
The following sets forth a description of the material terms of the Amended and Restated Plan. The following summary is qualified in its entirety by reference to the full text of the Amended and Restated Plan attached hereto as Appendix B.
General.  The purposes of the Amended and Restated Plan are to motivate, attract, and retain the best available personnel, to provide additional incentive to employees, directors and consultants and to promote the success and enhance the value of the Company and the operating partnership.
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Shares Available for Awards.  If approved by the stockholders of the Company, the maximum aggregate number of shares of our common stock (“Shares”) that may be issued under the Amended and Restated Plan is 2,650,000, plus any Shares that have not been issued under the Prior Plan, including Shares subject to outstanding awards under the Prior Plan that are not issued or delivered to a participant for any reason or that are forfeited by a participant prior to vesting.  No more than 2,650,000 Shares may be issued pursuant to ISOs. Shares available for issuance under the Amended and Restated Plan include authorized but unissued Shares, reacquired Shares, and Shares purchased on the open market.  As of April 16, 2021, the closing price of a Share on the New York Stock Exchange was $54.79.
Appropriate adjustments will be made to this limit, to the other numerical limits on awards described in this Proposal No. 4, to the class and number of securities subject to outstanding awards and to the price per Share subject to outstanding awards in the event of certain changes in the capital structure of Company or distribution to the stockholders of the Company (as described below under “Changes in Capitalization”).
If any award is forfeited, is settled in cash, or expires without having been exercised or settled in full, the underlying Shares will be deemed not to have been issued for purposes of determining the maximum number of Shares that may be issued under the Amended and Restated Plan and will again become available for issuance under the Amended and Restated Plan.  To the extent permitted by applicable law, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or a related entity will not be counted against the Shares available for grant under the Amended and Restated Plan. Additionally, to the extent an acquired entity has shares available under a pre-existing plan approved by its stockholders, then the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted using the exchange ratio or other adjustment formula used in such acquisition or combination) may be used for awards under the Amended and Restated Plan and will not be counted against the shares available for issuance under the Amended and Restated Plan.
In addition to Shares that are issued pursuant to an award, the following Shares will be counted against the maximum number of Shares available for issuance under the Amended and Restated Plan: (i) Shares underlying an award that are surrendered in payment of the award’s exercise price or in satisfaction of tax withholding obligations incident to the exercise or settlement of the award, (ii) Shares that are not issued or delivered as a result of stock settlement of an outstanding option or stock appreciation right; or (iii) Shares that are purchased on the open market with the cash proceeds of the exercise of an option.  Payment for dividend equivalent rights in cash in conjunction with any outstanding award will not reduce the maximum aggregate number of Shares that may be issued under the Amended and Restated Plan.
Certain Award Limits.  In addition to the limitation described above on the total number of Shares that will be authorized for issuance under the Amended and Restated Plan, the Amended and Restated Plan limits the number of Shares that may be issued under certain types of awards. The Amended and Restated Plan establishes (i) a limit of 1,500,000 shares as the maximum aggregate number of Shares that may be subject to awards granted to any recipient in a calendar year and (ii) a limit of $10,000,000 as the maximum amount that may be payable in respect of any cash awards under the Amended and Restated Plan to an employee in any calendar year. The Amended and Restated Plan also establishes a limit of $500,000 on the maximum aggregate value of cash and equity compensation that a non-employee director may be paid for services as a non-employee director in respect of any calendar year (the “Director Limit”).
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The foregoing limitations will be adjusted proportionately by the Administrator in connection with any change in the Company’s capitalization or distribution to the stockholders of the Company (as described below under “Changes in Capitalization”).
Administration.  With respect to awards granted to employees and consultants, the Amended and Restated Plan will be administered by the plan administrator, which is the Compensation Committee, unless otherwise determined by the Board, and will consist of two or more non-employee directors (within the meaning of Rule 16b-3 of the Exchange Act), each of whom is also an “independent director” under NYSE rules. For purposes of this summary, the term “Administrator” will refer to either the Board or a committee or subcommittee designated by the Board to administer awards under the Amended and Restated Plan.
Subject to the provisions of the Amended and Restated Plan, the Administrator has power to interpret the Amended and Restated Plan. The Administrator may determine in its discretion, among other things, the persons who are eligible to receive awards, the number and kind of awards to be granted, the number and kind of Shares underlying each award, settlement and exercise terms, award agreements underlying awards, and other terms and conditions of any award.  The Administrator may, subject to certain limitations, amend the terms of any award, provided that the Administrator must get a participant’s consent for any amendment that would materially and adversely affect the participant’s rights under an outstanding award.  The Administrator also may adopt, establish or revise any rules and regulations and guidelines for administering the Amended and Restated Plan and may grant awards to employees, directors and consultants employed outside the United States on such terms and conditions different from those specified in the Amended and Restated Plan, as may, in the judgment of the Administrator, be necessary or desirable to further the purpose of the Amended and Restated Plan.  The Administrator also may delegate its duties or authority to one or more of its members or to one or more officers of the Company or to a related entity or to one or more agents or advisors to the extent permissible under applicable law, except that no officer of the Company may be delegated authority to grant awards to, or amend awards held by, individuals subject to Section 16 of the Exchange Act or officers or directors of the Company to whom authority to grant or amend awards has been delegated.
The Amended and Restated Plan provides, subject to certain limitations, for indemnification by the Company of any director, officer or employee to whom authority to act for the Board, the Administrator or the Company is delegated against all reasonable expenses, including attorneys’ fees, incurred in connection with the defense of any claim, investigation, action, suit or proceeding arising from such person’s action or failure to act in connection with the Amended and Restated Plan.
Prohibition of Option Repricing.  The Amended and Restated Plan expressly provides that, without the approval of a majority of the stockholders of the Company, the Administrator may not lower the exercise price of any outstanding option or stock appreciation right or exchange any outstanding option or stock appreciation right in consideration for a new award or a cash payment when the exercise price of the option or stock appreciation right exceeds the fair market value of the underlying Shares.
Eligibility.  ISOs may be granted only to employees of the Company or of any parent or subsidiary corporations of the Company.  Awards other than ISOs may be granted to employees, directors and consultants of the Company or of any affiliate of the Company, including the operating partnership.  In addition, awards may be granted to such employees, directors or consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.  As of April 16, 2021 the Company had approximately 160 employees, including four executive officers, six non-employee directors and two consultants who were eligible to participate in the Amended and Restated Plan.
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Terms and Conditions of Awards.  The Administrator is authorized under the Amended and Restated Plan to grant awards to eligible participants, including, without limitation, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), stock payments, dividend equivalents, performance awards, and LTIP units. Each such award will be designated in an award agreement.  The Administrator will determine the provisions, terms and conditions of each award, including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, vesting schedule, lapse of forfeiture restrictions or restrictions on exercisability, accelerations and waivers thereof, and any provisions related to non-competition and recapture of gain on an award.
The Administrator will designate option awards either as ISOs within the meaning of Section 422 of the Code or non-qualified stock options.  To the extent that the aggregate fair market value of Shares subject to options designated as ISOs which become exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess attributable to ISOs will be treated as non-qualified stock options to the extent required by Section 422 of the Code.  The exercise price of each option may not be less than the fair market value of a Share on the date of grant.  However, any ISO granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (“Ten Percent Shareholders”) must have an exercise price equal to at least 110% of the fair market value of a Share on the date of grant.  In the case of stock appreciation rights, the base amount on which the stock appreciation right is calculated may not be less than the fair market value of a Share on the date of grant, except in the case of substitute awards.   Subject to discretion of the Administrator and applicable laws, the exercise or purchase price for an award generally is payable in cash, check, Shares, placement of a “market sell order,” or any other form of legal consideration acceptable to the Administrator.
The term of any option or stock appreciation right granted under the Amended and Restated Plan may not exceed ten years (or five years in the case of ISOs granted to Ten Percent Shareholders).
Dividends and Dividend Equivalents. Under the Amended and Restated Plan, dividends payable in respect of awards (if any) may be paid to the participant in respect of the unvested portion of an award. The Administrator may grant dividend equivalents, either alone or in tandem with another award, but dividend equivalents may not be granted or paid with respect to shares that are subject to options or stock appreciation rights. The Amended and Restated Plan provides that dividend equivalents with respect to performance awards (or any portion thereof) that are unvested may only be paid to the participant to the extent that the award (or portion thereof) vests; however, participants holding LTIP units subject to performance-based vesting conditions are entitled to a cash payment equal to 10% of the dividends made in respect of such LTIP units.
Termination of Service.  If a participant in the Amended and Restated Plan terminates continuous service with the Company, he or she only may exercise outstanding awards (as applicable) to the extent permitted by the Administrator.  With respect to options and stock appreciation rights, the Administrator may permit a participant to exercise an award for a specified period following his or her termination of continuous service, provided that such period may not extend beyond the original term of the award.
Transferability of Awards.  No award under the Amended and Restated Plan may be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or the laws of descent or distribution or subject to a qualified domestic relations order, and may be exercised during lifetime of the participant only by the participant, except that the Administrator may permit a participant to transfer ISOs to a trust if, under Section 671 of the Code and applicable state law, the participant is considered the sole beneficial owner of the ISO while it is held in the trust.  Additionally, the Administrator, in its sole discretion, may determine awards other than ISOs to be
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transferable, subject to certain terms and conditions.  The Amended and Restated Plan permits participants to designate beneficiaries of awards, including ISOs.
Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the number and kind of Shares subject to outstanding awards, the number and kind of Shares that have been authorized for issuance under the Amended and Restated Plan, the grant and/or exercise price of each outstanding award, and the terms and conditions of any outstanding awards (including, any applicable performance targets or criteria with respect thereto) may be proportionately adjusted by the Board in the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other than an equity restructuring.
In the event of any transaction or event described above, any unusual or nonrecurring transactions or events affecting the Company or any affiliate (or their respective financial statements), changes in applicable law or accounting principles, the Board, in its discretion, may take any one or more of the following actions whenever the Board determines that such action is appropriate: (i) provide for the termination of such award in exchange for (or replacement of such award with) an amount of cash and/or other property that would have been attained upon the exercise of such award or realization of the applicable participant’s rights; (ii) provide for the assumption or substitution of the award by the successor corporation; (iii) adjust the number and type of securities subject to outstanding awards and awards which may be granted in the future and/or adjust the terms, conditions and criteria included in such awards; (iv) accelerate the vesting of such award; and (v) provide that the award cannot vest, be exercised or become payable after such event. In addition, in the event of an “equity restructuring” affecting our shares, the Board will adjust the number and type of securities subject to awards and make such other equitable adjustments as are necessary to reflect the adjustment.
Change in Control.  If a Change in Control (as defined in the Amended and Restated Plan) occurs and any awards are not converted, assumed or replaced by a successor entity or survivor corporation or a parent or subsidiary thereof, then those awards will become fully exercisable and vested and all forfeiture, repurchase, and other restrictions on the awards will lapse immediately prior to the Change in Control.
Termination or Amendment.  No ISOs may be granted under the Amended and Restated Plan after the tenth anniversary of the date of its approval by the stockholders of the Company, unless the Amended and Restated Plan is sooner terminated by the board.  The Board may wholly or partially amend, suspend or terminate the Amended and Restated Plan at any time, provided that no amendment may be made without stockholder approval (except as may be made in connection with certain changes in common stock or assets of the Company, acquisition or liquidation of the Company, or other corporate events) to (A) increase the number of shares reserved for issuance under the Amended and Restated Plan or the Director Limit, (B) reduce the price per share of any outstanding option or stock appreciation right granted under the Amended and Restated Plan, or (C) cancel any option or stock appreciation right in exchange for cash or another award. No termination or amendment may adversely affect an outstanding award without the consent of the applicable participant unless the award itself otherwise expressly so provides.
Additional REIT Restrictions. The Amended and Restated Plan provides that no participant will be granted, become vested in the right to receive or acquire or be permitted to acquire, or will have any right to acquire, Shares under an award if such acquisition would be prohibited by the restrictions on ownership of our stock contained in our charter or if, in the judgment of the Administrator, the grant, vesting, exercise or settlement of the award could impair our status as a REIT.
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Material U.S. Federal Income Tax Consequences
The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the Amended and Restated Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.
Non-Qualified Stock Options
A participant receiving non-qualified stock options under the Amended and Restated Plan should not recognize income for federal income tax purposes on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the Shares acquired on the date of exercise, less the exercise price paid for the Shares. The participant’s basis in the Shares for purposes of determining gain or loss on a subsequent sale or disposition of such Shares generally will be the fair market value of the Shares on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. The employer generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.
Incentive Stock Options
A participant receiving ISOs under the Amended and Restated Plan should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the Shares received over the option exercise price may constitute an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction in respect of the ISO. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. The employer is not entitled to a tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.
Restricted Stock
If the restrictions on an award of shares of restricted stock are sufficient to constitute a substantial risk of forfeiture and cause the shares not to be freely transferable (each within the meaning of Section 83 of the Code), the participant will not recognize income for federal income tax purposes upon grant of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Code. In the absence of this election, the participant will be required to include in income for federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (each within the meaning of Section 83 of the Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition
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to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is timely made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less any amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.
If the restrictions on an award of restricted stock do not cause the shares to be both subject to a substantial risk of forfeiture and not freely transferable (each within the meaning of Section 83 of the Code), the participant will recognize ordinary income for federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market value of the shares of restricted stock on the date of the transfer, less any amount paid therefor. The employer will be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.
Restricted Stock Units
There should be no federal income tax consequences to either the participant or the employer upon the grant of RSUs. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or transfer of Shares in payment of the RSUs in an amount equal to the aggregate of the cash received and the fair market value of the common stock to be transferred. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income. If RSUs are structured in a manner that constitutes “deferred compensation” for federal income tax purposes, then applicable employment taxes will become due and will be withheld in the year that the RSUs vest, while income tax withholding will still occur in the year in which cash or shares are paid to the participant in satisfaction of the RSUs.
Dividend Equivalents
Generally, a participant will recognize ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.
LTIP Units
LTIP units generally should not be taxable upon grant or as a result of vesting, but a participant receiving LTIP units will generally recognize income when the LTIP units are converted (following vesting) into units of our operating partnership and are exchanged for Shares or cash. A portion of the participant's income at the time of exchange may be taxed at capital gains rates, and the employer will not be entitled to a tax deduction when the award is made or when the LTIP units are exchanged for shares of our common stock or cash.
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Other Stock or Cash-Based Awards
Generally, cash awards and other stock awards are subject to tax at the time of payment. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.
Excess Parachute Payments
Section 280G of the Code limits the deduction that an employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Grants of awards in relative proximity to a change in ownership or control of the Company or its affiliates and/or accelerated vesting or payment of awards in connection with such a change in ownership or control could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof. The Amended and Restated Plan does not permit excise tax gross-ups.
Section 162(m) of the Code
Section 162(m) of the Code generally places a $1 million annual limit on a publicly held corporation’s tax deduction for compensation paid to certain executive officers. Prior to the effectiveness of the Tax Act, this limit did not apply to compensation that satisfied the applicable requirements for the “qualified performance-based compensation” exception to the deductibility limitation of Section 162(m) of the Code. However, under the Tax Act, effective for tax years commencing after December 31, 2017, the qualified performance-based compensation exception was eliminated (other than with respect to certain grandfathered arrangements in effect on November 2, 2017), and the limitation on deductibility generally was expanded to include all named executive officers.
We believe that we qualify as a REIT under the Code and generally are not subject to federal income taxes. As a result, we do not expect that the payment of compensation that is subject to the prohibition of Section 162(m) of the Code on deduction of annual compensation over $1 million will have a material adverse federal income tax consequence to us, provided we continue to distribute at least 90% of our taxable income each year. As one of the factors in its decisions regarding grants under and administration of the Amended and Restated Plan, the Compensation Committee will consider any anticipated effect of Section 162(m) of the Code. These effects will depend upon a number of factors, including the timing of executives’ vesting in or exercise of previously granted equity awards and receipt of other compensation. Furthermore, interpretations of and changes in the tax laws and other factors beyond the Compensation Committee’s control may also affect the deductibility of compensation.
Section 409A of the Code
Certain types of awards under the Amended and Restated Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are met, holders of awards subject to Section 409A of the Code may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment or exercise) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes). To the extent applicable, the Amended and Restated Plan and awards granted under the Amended and Restated Plan are intended to be structured and interpreted in a manner that either complies with or is exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the
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Code. To the extent determined necessary or appropriate by the plan administrator, the Amended and Restated Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.
New Plan Benefits
No awards will be granted pursuant to the Amended and Restated Plan unless and until it is approved by the Company’s stockholders. In addition, except with respect to equity retainers granted to our non-employee directors under our Director Compensation Program as in effect from time to time (which is described in greater detail under the heading “Narrative Disclosure to Director Compensation Table” in this Proxy Statement), awards under the Amended and Restated Plan are subject to the discretion of the Administrator, and the amount of awards or benefits to be received by any individual (other than any non-employee director) under the Amended and Restated Plan is therefore not determinable. The table below sets forth the aggregate grant date fair value of annual equity-based awards that each of our non-employee directors and all non-employee directors as a group are expected to receive on the date of the Annual Meeting pursuant to our Director Compensation Program as currently in effect.
NameNumber of Units
Dollar Value(1)
2020 NEOs and Current Positions
Howard Schwimmer, Co-CEO— $— 
Michael Frankel, Co-CEO— $— 
Laura Clark, CFO(2)
— $— 
Adeel Khan, Former CFO(2)
— $— 
David Lanzer, General Counsel and Secretary— $— 
All current executive officers as a group— $— 
Current non-executive officer directors
Richard Ziman— $110,000 
Robert Antin— $110,000 
Diana J. Ingram— $110,000 
Debra L. Morris— $110,000 
Peter Schwab— $110,000 
Tyler Rose— $110,000 
Current non-executive officer directors as a group— $660,000 
Non-executive officer employees as a group— $— 
(1)The number of shares of restricted stock granted to non-executive officer directors on the date of the Annual Meeting cannot be determined at this time, since the $110,000 grant value will be converted to a number of shares of restricted stock using the closing price of our common stock on the date of the Annual Meeting.
(2)Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020.
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History of Grants Under the Prior Plan
The following table shows the number of shares of our common stock subject to equity awards granted or earned under the Prior Plan since its inception through April 16, 2021 for the following individuals:
NameRestricted StockLTIP Units
Performance
Units
(1)
2020 NEOs and Current Positions
Howard Schwimmer, Co-CEO63,602 373,499 683,487 
Michael Frankel, Co-CEO63,602 373,499 683,487 
Laura Clark, CFO(2)
3,497 11,115 43,771 
Adeel Khan, Former CFO(2)
48,420 116,126 100,451 
David Lanzer, General Counsel and Secretary14,176 44,370 82,652 
All current executive officers as a group193,297 918,609 1,593,848 
All current non-executive officer directors as a group119,210 — — 
Nominees for election as a director
Richard Ziman53,684 — — 
Robert Antin21,650 — — 
Diana Ingram7,237 — — 
Debra Morris678 — — 
Tyler Rose16,206 — — 
Peter Schwab19,755 — — 
Associate of any such directors, executive officers or nominees— — — 
Other persons who received or is to receive 5% of such options or rights— — — 
All non-executive officer employees as a group666,194 47,569 — 
(1)With respect to completed performance periods, reflects performance-vesting LTIP Units earned. With respect to ongoing performance periods, reflects LTIP Units subject to performance-based vesting assuming maximum performance.
(2)Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020.

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Required Vote for Approval and Recommendation of the Board of Directors
You may vote for or against this proposal or you may abstain from voting. Assuming the presence of a quorum, the affirmative vote of a majority of the votes cast is required to approve the Amended and Restated Plan. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the vote outcome.
The Board believes that approving the Amended and Restated Plan is in the best interest of our stockholders and the Company. In particular, approving the Amended and Restated Plan will enable the Company to continue to provide equity incentives to directors, executive officers, other employees and consultants, aligning compensation with stockholder value creation, and thereby helping the Company grow and our share price to increase over time. The Board believes that the effective use of equity-based long-term incentive compensation has been integral to the Company’s success in the past, and that a continued link between participants’ pay and stockholder returns will be vital to its ability to achieve continued strong performance and stockholder return in the future.
Our Board of Directors unanimously recommends that stockholders vote “FOR” the approval of the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan.
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EXECUTIVE OFFICERS
With respect to our fiscal year 2020, Rexford Industrial Realty, Inc.’s executive officers are as follows:
NameAgePosition
Howard Schwimmer60Co-Chief Executive Officer and Director
Michael S. Frankel58Co-Chief Executive Officer and Director
Laura Clark41
Chief Financial Officer(1)
Adeel Khan47
Former Chief Financial Officer(1)
David Lanzer48General Counsel and Secretary
(1)Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020.
The following section sets forth certain background information regarding those persons currently serving as executive officers of Rexford Industrial Realty, Inc., excluding Howard Schwimmer and Michael S. Frankel, who are described on page 9 under the heading “Proposal No. 1—Nominees for Election to the Board”:
Laura Clark
Laura Clark has served as our Chief Financial Officer since September 1, 2020. From 2017 until August 2020, Ms. Clark served as Senior Vice President, Capital Markets at Regency Centers, (NASDAQ: REG) a publicly traded retail real estate investment trust and S&P 500 Index member. Ms. Clark previously served as Vice President, Financial Services at Regency Centers since 2012, where she was the regional finance leader overseeing all operational analysis, budgeting and reporting for the company's West region. Prior to that, she held roles in institutional sales and equity research at Green Street Advisors, served as Vice President, Capital Markets at Iron Tree Capital and as Vice President at Inland Capital Markets Group. Ms. Clark holds a Bachelor of Science degree in finance from DePaul University in Chicago and earned her Master of Business Administration degree from Ball State University. Ms. Clark is also a CFA charterholder. Ms. Clark brings to the Company 20 years of finance, accounting, real estate and operations experience.
Adeel Khan
Mr. Khan served as our Chief Financial Officer from the date of our IPO through August 31, 2020. Mr. Khan served as Corporate Controller for our predecessor business from March 2012 until our IPO. From February 2002 until February 2012, Mr. Khan served as Vice President and Controller at MPG Office Trust, Inc., formerly known as Maguire Properties (NYSE: MPG), the largest owner of class-A office buildings in downtown Los Angeles, with an office and hotel portfolio in Southern California and Denver, Colorado (“MPG”). Prior to MPG, Mr. Khan served as Senior Financial Analyst at The Walt Disney Company (NYSE: DIS). Mr. Khan also served as a Senior Auditor & Consultant at Arthur Andersen LLP, where Mr. Khan assumed responsibility for the audit of public real estate, financial services and media/technology companies. Mr. Khan is a Certified Public Accountant and obtained his Bachelor of Arts in Business Administration at the California State University, Fullerton.
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David Lanzer
Mr. Lanzer has served as our General Counsel and Secretary since March 2016. From January 2010 to March 2016, Mr. Lanzer served as First Vice President and Senior Counsel of Prologis, Inc. (NYSE: PLD), the world’s largest industrial real estate investment trust. Prior to Prologis, from December 2002 to January 2009, Mr. Lanzer served as Vice President and Deputy General Counsel and a Market Officer at Lauth Group, Inc., a privately held, national development and construction firm that has developed in excess of $3 billion of industrial, office, retail and healthcare projects across the United States. Mr. Lanzer began his legal career as an attorney with the Indianapolis law firm of Wooden & McLaughlin LLP. Mr. Lanzer obtained his Bachelor of Arts, with distinction, in Political Science at Purdue University, West Lafayette, and his Doctor of Jurisprudence at Indiana University, Bloomington. Mr. Lanzer brings to the Company 22 years of real estate and legal experience.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
Introduction
The “Executive Compensation” section of this Proxy Statement presents the detailed compensation arrangements for our named executive officers (“NEOs”) for fiscal year 2020, which were determined by the Compensation Committee. For the fiscal year ended December 31, 2020, our NEOs and their titles were as follows:
Howard Schwimmer, Co-Chief Executive Officer
Michael S. Frankel, Co-Chief Executive Officer
Laura Clark, Chief Financial Officer
Adeel Khan, Former Chief Financial Officer
David Lanzer, General Counsel and Secretary
Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020.

The Compensation Discussion and Analysis includes the following sections:
Executive Summary
Compensation Program Objectives
Elements of Compensation
Governance Policies Relating to Compensation
Executive Summary
Stockholder Engagement; Say-on-Pay Vote
At the Company's 2020 annual meeting of stockholders, stockholders were provided the opportunity to cast an advisory vote approving the compensation programs for our NEOs ("say-on-pay"). That say-on-pay proposal received support from approximately 84% of the shares present and entitled to vote at the annual meeting, indicating strong stockholder approval of the compensation paid to our NEOs. Since January 1, 2020, we have engaged with stockholders who together own more than 60% of the Company’s outstanding common stock on a variety of topics (including market conditions, corporate strategy and corporate governance practices, shareholder rights, the Company’s diversity initiatives and environmental sustainability) at various investor and industry meetings and teleconferences, which were attended by some or all of our NEOs. These discussions helped us better understand, among other things, our stockholders’ views regarding the Company’s compensation programs. Given the consistency of what we heard in these discussions, we believe the views of these stockholders are reflective of our broader stockholder base. We believe the positive input received through our engagement efforts and the high level of support for our say-on-pay proposal are an affirmation of the structural soundness of our executive compensation program. As such, the Compensation Committee approved our executive compensation program for 2020 without making any significant changes compared to our executive compensation program for 2019. The Compensation Committee will continue to consider the outcome of stockholder engagement and the Company's say-on-pay votes when making future compensation decisions for our NEOs.
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Business Highlights4
The Company is a leading Southern California-focused industrial real estate investment firm, focused on creating value by acquiring, managing, repositioning and constructing industrial property located in prime infill Southern California submarkets. The Company’s entrepreneurial, value-driven approach to identifying and pursuing investment opportunities is designed to deliver superior risk-adjusted returns through all phases of the real estate cycle.
Despite the challenges of the COVID-19 pandemic, during 2020, the NEOs led the Company to achieve strong operational and financial results, including the following:
Achieved Core FFO per diluted share of $1.32, which represents an increase of 7.3% year over year.
Achieved Same Property Portfolio occupancy of 98.2% at year end.
Achieved aggregate GAAP re-leasing spreads of 31.6%.
Increased Same Property Portfolio NOI by 3.7% and Same Property Portfolio Cash NOI by 4.5%.
Ended the year with strategically low leverage equating to 12.9% Net Debt to Enterprise Value.5
Generated a 9.65% total stockholder return in 2020, exceeding the Morgan Stanley REIT Index, the SNL U.S. REIT Equity Index, and all but two companies within the Executive Compensation Peer Group average (discussed below). Over the last five years, our total stockholder return of 233.79% has far outpaced four comparative indices (Morgan Stanley REIT Index, SNL U.S. REIT Equity Index, the SNL U.S. REIT Industrial Index and the Executive Compensation Peer Group).
Completed 20 acquisitions representing 38 properties for $1.2 billion and four dispositions for $45.5 million, which contributed to our overall consolidated portfolio NOI growth in 2020 of 24.2%.
Collected 94.5% of April 2020 through December 2020 Contractual Billings and 98.5% of Adjusted Contractual Billings for the same period (as of February 16, 2021). Our collections rate for fourth quarter 2020 Contractual Billings was nearly 98% (as of February 16, 2021), which was close to our pre-COVID collections rate, despite the California emergency rent deferment orders.6
Collected approximately 96% of total COVID-19 related deferred rent billings (as of February 16, 2021) that was provided to tenants in 2020 under rent relief agreements.

________________________
4 See Appendix A for the definitions of “NOI,” “Same Property Portfolio NOI” and “Same Property Portfolio Cash NOI” and a reconciliation of net income computed in accordance with GAAP, to NOI, Same Property Portfolio NOI and Same Property Portfolio Cash NOI, as well as the definitions of “FFO,” “Core FFO” and “Core FFO per diluted share” and a reconciliation of net income computed in accordance with GAAP to FFO and Core FFO.
5 See Appendix A for the definition of “Net Debt to Enterprise Value”.
6 “Contractual Billings” include contractual base rent and tenant reimbursements charged to in-place tenants before the impact of consummated COVID-19 related rent relief agreements. “Adjusted Contractual Billings” represent Contractual Billings adjusted for rent relief provided to tenants by the (a) application of security deposits to contractual base rent, (b) acceleration of future existing contractual rent concessions to cover contractual base rent and (c) deferral of contractual base rent.
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Total Stockholder Return
Our total stockholder return (“TSR”) has exceeded the TSR of our Executive Compensation Peer Group over the last five years:
tsrgraph20211a.jpg
Total stockholder return (% change):
1 Year (1)
2 Years (1)
5 Years (1)
Since IPO (1)
Rexford Industrial Realty, Inc.9.65%73.01%233.79%323.66%
Executive Compensation Peer Group Average (2)
(9.53)%23.81%63.31%86.44%
Morgan Stanley REIT Index(7.57)%16.31%26.65%54.91%
SNL U.S. REIT Equity Index(5.02)%22.07%37.29%67.21%
SNL U.S. REIT Industrial Index13.88%70.15%151.72%194.69%
(1)Through December 31, 2020.
(2)Refer to page 57 in this Proxy Statement for a list of our Executive Compensation Peer Group.
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Compensation Highlights
Based on the following elements of compensation, we believe that our current executive compensation program represents a balanced, state-of-the-art structure, appropriately focused on pay-for-performance:
Strong approval of our 2020 say-on-pay vote. Approximately 84% of the of the shares present and entitled to vote at our 2020 annual meeting were cast in favor of the 2020 say-on-pay proposal. We continue to proactively monitor and review our compensation program in an effort to ensure that it reflects best practices, takes into account the views of our shareholders and ties significant components of pay to performance.
Significant variable pay linked to performance. For 2020, approximately 92% of our Co-CEOs’ total direct compensation was variable pay subject to the achievement of meaningful Company and individual performance goals. Of this, approximately 47% of our Co-CEOs’ 2020 compensation reflected at-risk compensation that can be earned based solely on the achievement of absolute and relative TSR goals and Core FFO per share growth (see “CEO Pay Mix” below for a detailed breakdown of CEO 2020 compensation elements).
Use of pay-for-performance bonus program. Half of our 2020 annual bonus program for NEOs was tied to key objective corporate measures (relating to Core FFO per share and NOI growth), for which applicable goals were pre-determined after the initial impacts of the COVID-19 pandemic could be ascertained. The balance of the annual bonus was based on performance determined by reference to qualitative factors including balance sheet activities, management of Company leverage, favorable positioning of the Company for future growth, and management through the COVID-19 pandemic. We believe that these goals align our compensation program with our strategic direction, which further exemplifies our pay-for-performance philosophy.
Cash and Equity Short-Term Incentives for Co-CEOs. The Compensation Committee chose to pay half of Messrs. Schwimmer and Frankel’s 2020 annual bonuses in cash and half in LTIP units in Rexford Industrial Realty, L.P., our operating partnership (“LTIP Units”). Since LTIP Unit value tracks our stock price, this further aligns our Co-CEOs’ pay with our performance and mitigates against excessive short-term risk-taking.
Long-Term Incentive—Performance-Vesting and Service-Vesting LTIP Units. In 2020, we continued our practice of granting both service- and performance-based long-term incentive awards. Performance-based awards are earned based on the achievement of both absolute and relative TSR, as well as growth in Core FFO per diluted share, over a prospective three-year performance period, while service-based awards are earned based on continued employment through the applicable vesting date. We believe that our use of rigorous performance hurdles that incorporate both absolute and relative TSR, as well as growth in Core FFO per diluted share, is consistent with market practice.
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The key elements of our 2020 compensation program for our NEOs are as follows:
Pay ElementCompensation TypeObjective and Key Features
Base SalaryFixed
Cash
Objective
Salaries are set at a level that are commensurate with our NEOs’ positions and provide competitive fixed pay to attract and retain our NEOs.

Key Features
In 2020, NEO base salaries were increased by approximately 14% for Messrs. Schwimmer and Frankel, by approximately 12% for Mr. Khan, and by approximately 10% for Mr. Lanzer.
Short-Term Incentive BonusVariable
Incentive
Cash and Equity
Objective
To incentivize the attainment of short-term Company objectives and individual contributions to the achievement of those objectives for the year.

Key Features
In 2020, annual bonuses 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 and to recognize the unique challenges of managing the Company through the COVID-19 pandemic.

Messrs. Schwimmer and Frankel elected to have their 2020 annual bonuses earned to be paid half in cash and half in LTIP Units. Since LTIP Unit value tracks our stock price, this further aligns our Co-CEOs’ pay with our performance and mitigates against excessive short-term risk-taking.

2020 annual bonuses for NEOs were determined in accordance with the following:

• 50% of each such NEO’s bonus opportunity under the 2020 program was formulaic and determined by the achievement of quantitative financial performance hurdles.

• The performance criteria, described in detail below, were designed to motivate the achievement of annual goals that we believe will ultimately translate into an increase in the equity value of the Company. The targets (also described below) were designed to be challenging and difficult to attain, but achievable with significant effort and skill.

• In light of the uncertainties created in the economy (and in general) by the COVID-19 pandemic, the remaining 50% of each such NEO’s bonus opportunity under the 2020 program was based on qualitative factors. The qualitative factors included capital structure and balance sheet management, favorable positioning of the Company for future growth, and leadership through the COVID-19 pandemic, among other variables determined and assessed by the Committee in its sole discretion.
Long-Term
Incentives
(Service-Vesting)
Variable
Incentive
Equity
Objective
Structured to reward NEOs for long-term stock price performance and to promote retention by requiring continued employment over a multi-year period as a condition to vesting. These awards are subject to the same market and stock price fluctuations as stockholders experience and thereby serve to motivate the creation of long-term stockholder value while enhancing long-term alignment between our NEOs and our Company and its stockholders.

2020 grants to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark were made in the form of service-vesting LTIP units in Rexford Industrial Realty, L.P., our operating partnership (the “Service-Vesting LTIP Units”).

Key Features
• The Service-Vesting LTIP Unit 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.

• Service-Vesting LTIP Units vest ratably over a three-year period.
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Pay ElementCompensation TypeObjective and Key Features
Long-Term
Incentives
(Performance-Vesting)
Variable
Incentive
At-Risk
Equity
Objective
Designed to enhance the overall pay-for-performance structure of our executive compensation program and stockholder alignment, while motivating and rewarding superior TSR performance based on rigorous absolute TSR hurdles and outperforming relative to our peers’ TSR, as well as rewarding superior growth in Core FFO per diluted share, in each case over a multi-year performance period.

2020 grants to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark were made in the form of performance-vesting LTIP units in Rexford Industrial Realty, L.P., our operating partnership (the “Performance-Vesting LTIP Units”).

Key Features
• Only provides tangible value upon the creation of meaningful stockholder value and growth in Core FFO per diluted share above specified hurdles over a three-year performance period.

• 2020 awards are based on achievement of absolute TSR hurdles, achievement of relative TSR hurdles and achievement of Core FFO per diluted share growth hurdles.

• Threshold payout under the absolute TSR performance metric requires that our TSR equal or exceed 18% over a three-year performance period. A 40% absolute TSR level must be achieved to earn the maximum payout under the absolute TSR performance metric.

• Threshold payout under the relative TSR performance metric requires that our TSR equal or exceed the 35th percentile of the constituents of the SNL US Equity REIT Index over a three-year performance period; performance equal to or above the 90th percentile must be achieved to earn the maximum payout under the relative TSR performance metric.

• Under the Core FFO growth performance metric, threshold payout requires Core FFO per diluted share growth of at least 12% over a three-year performance period. Maximum payout under the Core FFO growth performance metric requires Core FFO per diluted share growth of at least 26%.

• Maximum payout is earned only if all the absolute TSR, relative TSR, and Core FFO hurdles are achieved.
Compensation GovernanceRisk Management
Objective
Our internal governance policies seek to further the alignment between our NEOs and our Company and its stockholders, and to discourage behavior that could lead to excessive risk-taking.

Key Features
• Limits on incentive compensation provide that cash bonuses cannot exceed set percentages of base salary (225% for the Co-CEOs, 200% for the CFO, and 130% for the General Counsel and Secretary).

• Minimum stock ownership guidelines for NEOs, with a 6x base salary requirement for our Co-CEOs and 3x base salary requirement for our CFO and our General Counsel and Secretary.

• Anti-hedging policy that prohibits any NEO or director from trading in puts, calls, options or similar derivative securities with respect to Company shares.

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CEO Pay Mix
The Compensation Committee believes that compensation should be at-risk and heavily dependent upon the achievement of rigorous and objective performance requirements. As illustrated below, approximately 92% of the Co-CEOs’ total direct compensation is variable and/or at-risk subject to the Company’s performance results. Although the Compensation Committee does not target any particular percentile of our Executive Compensation Peer Group, the overall compensation program is designed so that if the Company’s performance exceeds expectations and is above that of our peers, it is intended to result in total direct compensation that is at the high end of the peer range and attractive relative to compensation available at successful competitors. Conversely, if the Company’s performance is below expectations and peer levels, it is intended to result in total direct compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors.
Total direct compensation refers to the compensation required to be disclosed in our Summary Compensation Table for 2020, but disregards additional compensation amounts identified as “all other compensation” because such amounts are not typically considered in the Compensation Committee’s annual compensation decisions in light of the relative size of such amounts as compared to overall CEO compensation.
For 2020 performance, total direct compensation was allocated as follows for the Co-Chief Executive Officers:
ceopay2021proxy1a.jpg
Compensation Program Objectives
Compensation Program Objectives and Rewards
The objectives of the Company’s executive compensation program are as follows:
Motivate, attract and retain qualified executives who drive, and who are committed to, the Company’s mission, performance and culture;
Create a fair, reasonable and balanced compensation program that rewards NEOs’ performance and contributions to the Company while closely aligning the interests of the NEOs with those of the Company and its stockholders; and
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Provide total direct compensation to our NEOs that is competitive with total direct compensation paid by comparable real estate firms similar to our Company in order to enhance the Company’s retention of key executives and to contribute towards the maintenance of a positive, team-oriented corporate culture.
What Our Compensation Program is Designed to Reward and Promote
The Company’s compensation program rewards superior corporate performance as well as individual NEO contributions to the Company’s annual and long-term goals. Annual bonuses focus on retention and driving value over a one-year period, while long-term equity-based awards are designed to promote retention, further align pay with performance and contribute towards long-term stockholder value accretion.
We believe that the Company’s executive compensation program design features assist in rewarding and promoting the following:
Goals aligned with the Company’s and its stockholders’ long-term interests as well as the Company’s annual operating and strategic plans in a manner designed to avoid excessive risk taking;
Base salaries consistent with each executive’s responsibilities and competitive with peer salary levels, furthering retention objectives and providing a reasonable level of financial security (thus discouraging excessive risk-taking);
A significant portion of each executive’s compensation tied to the future share performance of the Company, thus aligning their long-term interests with those of our stockholders;
Equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained, long-term share price appreciation; and
A balanced mix between cash and equity compensation designed to encourage strategies and actions that are in the long-term best interests of the Company and stockholders.
Role of Management and the Chief Executive Officers in Setting Executive Compensation
On an annual basis, our Compensation Committee and Co-CEOs consider market competitiveness, business results, experience and individual performance in evaluating executive compensation. Our Co-CEOs are engaged in setting compensation for our other NEOs and for other executives, including discussing individual performance of the other executives and recommending Compensation Committee approval of the compensation for their executive team. All decisions affecting executive compensation are ultimately made by the Compensation Committee.
Role of the Compensation Consultant and Use of Aggregate Peer Group Data
In 2020, the Compensation Committee engaged the services of a new outside independent compensation consultant, Ferguson Consulting. The Compensation Committee selected Ferguson Consulting due to the history of working with a senior member of Ferguson Consulting, who prior to 2020 was employed by the Compensation Committee’s previous independent compensation consultant, FTI Consulting. Ferguson Consulting was engaged to assist it in determining the appropriate amounts, types and mix of compensation for our executive officers in order to achieve the overall objectives as described above. The Compensation Committee, with the help of Ferguson Consulting, reviews the compensation practices of other REITs in order to evaluate market trends and compare our compensation programs with our competitors. Based in part on this data and analysis provided by Ferguson
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Consulting, the Compensation Committee develops a compensation plan that is intended to maintain the link between corporate performance and stockholder returns while being generally competitive within our industry.
In its 2020 compensation report, Ferguson Consulting recommended, based on its review of the Executive Compensation Peer Group analysis, current industry trends, existing employment agreements and other factors specifically related to the Company, the level of base and incentive cash bonus compensation to be set for each NEO as well as the amount of equity awards to be granted to each NEO. Based on the Company’s and each individual’s overall performance relative to the Executive Compensation Peer Group and the unique circumstances associated with any individual executive, the Compensation Committee in consultation with Ferguson Consulting determines an appropriate level of annual compensation, although no particular Executive Compensation Peer Group percentile is targeted for any of our NEOs. The Compensation Committee considered Ferguson Consulting recommendations and peer group analysis when determining base salaries, annual incentives and long-term incentives.
Based upon the recommendations of Ferguson Consulting, the Company considered the following parameters in selecting our Executive Compensation Peer Group:
Include industrial-focused REITs that invest in properties in high barrier-to-entry markets, including diversified REITs with a large industrial portfolio; and
Include additional REITs comparable in terms of size within an approximate range of 0.33x to 3.00x the size of the Company in terms of implied equity market capitalization ($2.3 billion - $18 billion).
Benchmark utilizing an assessment of the average of the two senior-most NEOs across the Executive Compensation Peer Group as reference points relative to the Company’s Co-CEO structure.
In 2020, the following changes were made to the Executive Compensation Peer Group. STORE Capital Corporation and VEREIT, Inc. were included based on their appropriate size and respective real estate portfolio’s including industrial properties. Other additions based on size include SL Green Realty Corp. and Vornado Realty Trust, who both operate in high barrier-to-entry markets. Additionally, peers that were removed from last year’s Executive Compensation Peer Group include: American Assets Trust, Inc., Brandywine Realty Trust, Liberty Property Trust (acquired by Prologis, Inc.), Mack-Cali Realty Corporation and Washington Real Estate Investment Trust. The removed peers (excluding Liberty Property Trust, which as noted was acquired by Prologis, Inc. in a transaction that closed in February 2020) were no longer comparable based on market cap size (all lower than $2.3 billion) and do not have significant (if at all) industrial assets in their portfolios.
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The following table provides a current list of each company in our Executive Compensation Peer Group and a summary of the parameters that qualifies each company as an appropriate peer:
Company
Implied Equity
Market Cap
($ million)(1)
Peer Based on Size
Parameter of $2.3B - $18.0B
Peer Based on Industrial Portfolio Parameter
Americold Realty Trust9,396.1üü
Douglas Emmett, Inc.5,969.2ü-
Duke Realty Corporation15,052.2üü
EastGroup Properties, Inc.5,462.2üü
First Industrial Realty Trust, Inc.5,436.9üü
Hudson Pacific Properties, Inc.3,647.9ü-
Kennedy-Wilson Holdings, Inc.2,529.0ü-
Kilroy Realty Corporation6,771.3ü-
Lexington Realty Trust2,975.9üü
PS Business Parks, Inc.4,623.1üü
SL Green Realty Corp.4,570.3ü-
STAG Industrial, Inc.5,005.0üü
STORE Capital Corporation9,020.8üü
Terreno Realty Corporation3,988.8üü
VEREIT, Inc.8,678.2üü
Vornado Realty Trust7,605.5ü-
Rexford Industrial Realty, Inc.6,963.0

(1)Per S&P Global Market Intelligence; as of December 31, 2020.
Determination of Compensation Consultant’s Objectivity
The Compensation Committee recognizes that it is essential to receive objective advice from an independent compensation consultant. Accordingly, Ferguson Consulting’s services to the Compensation Committee and the Company in 2020 were limited to review and advice to the Compensation Committee and the Company with respect to matters related to structuring and implementing our executive compensation program and with respect to the 2020 Proxy Statement. In addition, the Compensation Committee has the sole authority to retain and terminate Ferguson Consulting as its compensation consultant and approve fees and other engagement terms. Other than providing the advice as described above, Ferguson Consulting did not provide any services to the Company in 2020. The Compensation Committee has considered the independence of Ferguson Consulting, consistent with the requirements of NYSE, and has determined that Ferguson Consulting is independent. Further, pursuant to SEC rules, the Company conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining Ferguson Consulting.
Elements of Compensation
The Company’s primary components of compensation for its executive officers continued in 2020 to be base salary, annual bonuses and annual grants of long-term equity-based incentive compensation. We have no pre-established policy or target for the allocation between cash and non-cash incentive compensation or between short-term and long-term compensation, although the Company attempts to keep total cash compensation within the Company’s fiscal year budget while reinforcing its pay-for-performance philosophy.
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The Company seeks to maintain a competitive total compensation package that aligns the economic interest of the executives with that of stockholders while maintaining sensitivity to multiple factors including the Company’s fiscal year budget, annual accounting cost and the impact to share dilution.
Base Salary
Consistent with the Company’s philosophy of tying pay to performance, our NEOs receive a majority of their overall targeted compensation in a form other than base pay. Although the Compensation Committee does not set base salary levels equal to any specific percentile of base salaries paid to comparable officers in the Executive Compensation Peer Group, the NEOs are paid an amount in the form of base pay within a competitive range of base salaries paid to such comparable officers in the Executive Compensation Peer Group and sufficient to attract skilled executive talent and maintain a stable management team.
In 2020, the Compensation Committee approved increases to the base salaries of our NEOs, by 14% relative to 2019 for Messrs. Schwimmer and Frankel, by 12% relative to 2019 for Mr. Khan, and by 10% relative to 2019 for Mr. Lanzer based on the Company’s and each individual’s overall performance relative to the Executive Compensation Peer Group.
Named Executive Officer2019 Base Salaries2020 Base Salaries
Year-over-Year Base Salary Increase (2019-20)
Howard Schwimmer$594,000$675,00014%
Michael S. Frankel$594,000$675,00014%
Laura Clark(1)
$—$365,000n/a
Adeel Khan(1)
$378,000$425,00012%
David Lanzer$340,000$375,00010%
(1)Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020.
Annual Bonuses
2020 Annual Bonus Program
In 2020, all NEOs were eligible to receive an annual bonus payment (the “2020 STI Program”). Due to the emergence of the COVID-19 pandemic during the first quarter of 2020, at the time that the Compensation Committee was establishing the 2020 STI Program, the Compensation Committee decided to delay goal setting in order to better evaluate the initial impacts of the COVID-19 pandemic. In the months following the onset of the COVID-19 pandemic, the Compensation Committee met and discussed bonus opportunities and metrics on numerous occasions as the pandemic and its impact on the overall economy, real estate investment trusts (“REITs”) and the Company continued to evolve. The REIT industry faced (and continues to face) many challenges, including within the Company’s target Southern California market where numerous local governments in March 2020 enacted eviction moratoriums and gave tenants impacted by the COVID-19 pandemic the unilateral right to defer rent payments. Many of these California governmental orders were in effect through 2020 and remain in place today.
In light of the pandemic’s impact on the REIT industry and the Company, the resulting uncertainties in the economy (and in general), and in order to preserve flexibility to properly reward performance under these circumstances, the Compensation Committee ultimately determined to establish a 2020 STI program under which (i) 50% of each NEO’s bonus opportunity was based upon achieving certain formulaic Company performance criteria during the
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year, including the attainment of quantitative financial performance hurdles relating to Core FFO per diluted share and Consolidated Portfolio NOI Growth (the “Quantitative Performance Criteria”), and (ii) the remaining 50% of such NEO’s bonus opportunity was based on qualitative criteria determined by the Compensation Committee, including capital structure and balance sheet management, favorable positioning of the Company for future growth, and leadership through the COVID-19 pandemic, among other variables determined and assessed by the Compensation Committee in its sole discretion (the “Qualitative Performance Criteria”). The Compensation Committee believes that this structuring of the 2020 STI Program was necessary to appropriately address the unique challenges of managing the Company through the COVID-19 pandemic and related economic upheaval while protecting the long-term interests of the Company and its shareholders through appropriate retention of our NEOs.
Under the 2020 STI Program, each NEO was eligible for an annual bonus opportunity that was expressed as a percentage of base salary as follows:
Named Executive OfficerThresholdTargetMaximum
Howard Schwimmer50%150%225%
Michael S. Frankel50%150%225%
Laura Clark(1)
50%100%150%
Adeel Khan(1)
50%125%200%
David Lanzer40%90%130%
(1)Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020. Each of Ms. Clark and Mr. Khan were eligible for a pro-rated bonus for the executive’s length of time serving as CFO during the one year period.
Actual 2020 Annual Bonuses
In determining actual 2020 annual bonuses under the 2020 STI Program for Messrs. Schwimmer, Frankel, Khan and Lanzer and Ms. Clark, the Compensation Committee reviewed Company performance in 2020 against the Quantitative Performance Criteria and the Qualitative Performance Criteria. The following chart shows each performance metric within the Quantitative Performance Criteria, identifies the range of performance between threshold and maximum payout with respect to each metric and the weighting of each metric as a component of overall annual bonus, as well as actual 2020 results determined by the Compensation Committee with respect to each metric:
Performance Criteria7
WeightingThresholdTargetMaximumActual 2020 Results
Core FFO per diluted Share25%$1.24$1.27$1.30$1.32
Consolidated Portfolio NOI Growth25%15.0%17.5%20.0%24.2%
Qualitative50%n/a


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7 See Appendix A for the definition of “NOI” and a reconciliation of net income computed in accordance with GAAP to NOI, as well as the definition of “FFO,” “Core FFO” and “Core FFO per diluted share” and a reconciliation of net income computed in accordance with GAAP to FFO and Core FFO.
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Based on the Company’s achievement of $1.32 Core FFO per diluted Share and 24.2% Consolidated Portfolio NOI Growth during 2020, as described above, 50% of the annual bonus opportunity was paid out to each NEO at the maximum level. For the Qualitative Performance Criteria (weighted at 50% of the annual bonus opportunity), the NEOs were evaluated based on a number of considerations including capital structure and balance sheet management, favorable positioning of the Company for future growth, and leadership through the COVID-19 pandemic, among other variables determined and assessed by the Compensation Committee. Based on the following accomplishments that were significant to the Company during 2020, the remaining 50% of the annual bonus opportunity based on the Qualitative Performance Criteria was paid out to each NEO at the maximum level:
Received Baa3/BBB credit ratings from Moody’s and S&P, respectively.
Completed an inaugural public bond offering of $400 million 2.125% senior notes due 2030.
Established a new $750 million at-the-market equity offering program, replacing our $550 million at-the-market equity offering program, which adds the ability to sell common stock on a forward-basis.
Completed two common stock offerings, raising net proceeds of $610.0 million after deducting offering costs, allowing the Company to fund acquisitions throughout the year.
Ended the year with strategically low leverage equating to 12.9% net debt to total enterprise value ratio, consistent with our pre-COVID ratio of 12.3%.
Completed 20 acquisitions representing 38 properties and 5.0 million square feet for an aggregate purchase price of $1.2 billion, in which 75% of transactions were executed through off-market or lightly-marketed transactions.
Completed repositioning and lease-up of eight of our repositioning properties with a combined 0.6 million rentable square feet at a weighted average stabilized yield of 5.6%.
Demonstrated strength in leasing activity with the execution of over 6.3 million square feet of new and renewal leases with aggregate GAAP re-leasing spreads of 31.6%.
As a result of strong leasing activity, achieved Stabilized Same Property Portfolio occupancy of 98.2% as of December 31, 2020,
Proactively worked with tenants impacted by the COVID-19 pandemic to structure rent relief agreements focusing on maintaining cash flow, preserving tenant relationships and maximizing long-term value for the Company.
Collected 94.5% of April 2020 through December 2020 Contractual Billings and 98.5% of Adjusted Contractual Billings for the same period (as of February 16, 2021). Our collections rate for fourth quarter 2020 Contractual Billings was nearly 98% (as of February 16, 2021), which was close to our pre-COVID collections rate, despite the California emergency rent deferment orders. This included approximately 96% of the $3.35 million of fourth quarter COVID-19 related deferred rent billings.8
Operated the Company with no material litigation, environmental or regulatory claims.
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8 “Contractual Billings” include contractual base rent and tenant reimbursements charged to in-place tenants before the impact of consummated COVID-19 related rent relief agreements. “Adjusted Contractual Billings” represent Contractual Billings adjusted for rent relief provided to tenants by the (a) application of security deposits to contractual base rent, (b) acceleration of future existing contractual rent concessions to cover contractual base rent and (c) deferral of contractual base rent.
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Annual bonus awards to Messrs. Khan and Lanzer and Ms. Clark were paid in cash. Messrs. Schwimmer and Frankel had elected to receive their 2020 annual bonuses 50% in cash and 50% in LTIP Units. Accordingly, in early 2021, at the same time that annual bonuses were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 15,288 LTIP Units (the “Annual Bonus LTIP Units”), with the number of Annual Bonus LTIP Units granted determined by dividing the cash value of relevant portion of each of Messrs. Schwimmer and Frankel’s respective annual bonuses by the closing price of our common stock on the date of grant. The Annual Bonus LTIP Units were fully vested at grant. Since LTIP Unit value tracks the value of our stock price, this further aligns our Co-CEOs’ pay with our performance and mitigates against excessive short-term risk-taking. The annual bonuses paid to Messrs. Schwimmer, Frankel, Khan and Lanzer and Ms. Clark under the 2020 STI Program for 2020 performance were as follows:
Named Executive Officer2020 Annual BonusesPortion of Annual Bonus Delivered in CashPortion of Annual Bonus Delivered in LTIP UnitsTotal Annual Bonus LTIP Units Granted
Howard Schwimmer$1,518,750$759,375$759,37515,288
Michael S. Frankel$1,518,750$759,375$759,37515,288
Laura Clark(1)
$182,500$182,500$—
Adeel Khan(1)
$566,667$566,667$—
David Lanzer$487,500$487,500$—
(1) The annual bonuses of Ms. Clark and Mr. Khan were pro-rated based the executive’s length of time serving as CFO during the one year period (eight months for Mr. Khan and four months for Ms. Clark).
Long-Term Incentives
The Company’s long-term incentive compensation program consists of equity-based awards under our Amended and Restated 2013 Incentive Award Plan (the “Incentive Award Plan”). Equity incentive awards incentivize our NEOs to work to deliver stock price performance while providing valuable retention incentives. Further, equity-based awards linked to TSR performance goals deliver value only when the value of our common stock increases above certain thresholds and equity-based awards linked to growth in Core FFO per diluted share performance goals deliver value only when our Core FFO per diluted share increases above certain thresholds. The Compensation Committee administers our Incentive Award Plan, which provides for the issuance of equity-based awards to our NEOs and other officers, directors and employees. The Compensation Committee authorizes the awards and establishes the terms and conditions of the awards under the Incentive Award Plan, as it deems appropriate.
In December 2020, our Compensation Committee granted awards to our NEOs in the form of Service-Vesting LTIP Units and Performance-Vesting LTIP Units, which may ultimately be exchanged on a one-for-one basis into shares of our common stock (if earned). In addition to the Service-Vesting LTIP Units and Performance-Vesting LTIP Units, in early 2021, a portion of each of Messrs. Schwimmer and Frankel’s 2020 annual bonus was delivered in the form of Annual Bonus LTIP Units, as described under the heading “Annual Bonuses,” above.
Furthermore, in 2020, in connection with the commencement of her employment, the Compensation Committee granted to Ms. Clark a restricted stock award subject to time-based vesting to incentivize her continued employment with us.
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2020 Service-Vesting LTIP Units
Based on the foregoing considerations, including the TSR and operational performance highlighted on page 49, in December 2020, the Compensation Committee approved a grant of Service-Vesting LTIP Units to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark. Mr. Khan did not receive a grant of Service-Vesting LTIP Units in 2020 because he had already terminated as CFO when such grants were made.
The table below sets forth the total number of Service-Vesting LTIP Units awarded to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark in December 2020:
Named Executive OfficerTotal Service-Vesting LTIP Units
Howard Schwimmer, Co-CEO50,367
Michael S. Frankel, Co-CEO50,367
Laura Clark, CFO11,115
David Lanzer, General Counsel and Secretary9,263
The Service-Vesting LTIP Units vest with respect to one-third of the Service-Vesting LTIP Units underlying each award on December 22 of each year over a three-year period, beginning on December 22, 2021, subject to continued employment through the applicable vesting date. The Compensation Committee believes that Service-Vesting LTIP Units provide important retention benefits along with further incentive to increase the Company’s share price and, therefore, serve to drive value for our stockholders, over a three-year period. If the Company experiences poor performance that results in poor stockholder return, then the value of the Service-Vesting LTIP Units, and likewise the individual NEO’s total realized compensation, will decline as a result. If the Company has superior performance that results in superior stockholder returns, then the value of the Service-Vesting LTIP Units, and likewise the individual NEO’s total realized compensation, will correspondingly increase.
Distributions are paid on all Service-Vesting LTIP Units, whether vested or unvested, as and when dividends are declared on our common stock.
2020 Performance-Vesting LTIP Units
On December 22, 2020, the Compensation Committee approved Performance-Vesting LTIP Unit awards to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark which vest, subject to continued employment and the achievement of the goals described below, based on (i) the Company’s absolute TSR, (ii) the Company’s TSR performance relative to a peer group (the SNL U.S. REIT Equity Index), and (iii) the Company’s growth in Core FFO per diluted share, in each case, over a three-year performance period. The maximum number of Performance-Vesting LTIP Units will be earned only if the Company (a) achieves 40% or higher absolute TSR, inclusive of all dividends paid, over the three-year performance period, (b) finishes in the 90th or greater percentile of the peer group for TSR over the three-year performance period and (c) achieves 26% or higher growth in Core FFO per diluted share over the three-year performance period. Mr. Khan did not receive a grant of Performance-Vesting LTIP Units in 2020 because he had already terminated as CFO when such grants were made.
The Performance-Vesting LTIP Units, exclusive of any distribution equivalent units thereon (described below), are allocated one-third to absolute TSR performance metrics (the “Absolute TSR Base Units”), one-third to relative TSR performance metrics (the “Relative TSR Base Units”) and one-third to Core FFO per-share growth performance metrics (the “Core FFO Per-Share Base Units”). The table below sets forth the total number of Performance-Vesting LTIP Units awarded to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark (which equals the sum of the
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Absolute TSR Base Units, the Relative TSR Base Units, Core FFO Per-Share Base Units and distribution equivalents on the Performance-Vesting LTIP Units that will vest, if at all, following the end of the performance period based upon achievement of the relevant performance measures).
Named Executive Officer
Total Performance-Vesting Units
Absolute TSR Base Units
Relative TSR Base Units
Core FFO Per-Share Base Units
Distribution Equivalent Units
Howard Schwimmer198,33461,56161,56161,56013,652
Michael S. Frankel198,33461,56161,56161,56013,652
Laura Clark43,77113,58613,58613,5863,013
David Lanzer36,47611,32211,32211,3212,511
Listed below are the grant date values and the number of Performance-Vesting LTIP Units each of Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark will be eligible to receive under the Performance-Vesting LTIP Unit awards upon achieving threshold, target and maximum goals for the absolute TSR, relative TSR and Core FFO per-share performance metrics (but excluding any distribution equivalent units):
Named Executive Officer
Threshold
Award
(# Units)
Target
Award
(# Units)
Maximum
Award
(# Units)(1)
Grant Date
Value ($)
(2)
Howard Schwimmer30,78061,561184,6823,877,916
Michael S. Frankel30,78061,561184,6823,877,916
Laura Clark6,79313,58640,758855,827
David Lanzer5,66111,32233,965713,194
(1)Represents the maximum Performance-Vesting LTIP Units that may vest, excluding any distribution equivalent units.
(2)Represents the grant date fair value based on probable outcome of the performance conditions, computed in accordance with FASB ASC 718.
Any Performance-Vesting LTIP Units that are ultimately earned will vest in full at the end of the three-year performance period in December 2023, 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”).
With respect to the Absolute TSR Base Units, if the following hurdles are achieved over the three-year performance period, the Absolute TSR Base Units will become vested as follows (generally subject to continued service through the applicable performance period):
Absolute TSR
Performance
% of Absolute TSR Base
Units Vested
“Threshold Level”18.0%16.7%
“Target Level”24.0%33.3%
“High Level”30.0%66.7%
“Maximum Level”≥ 40.0%100.0%
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With respect to the Relative TSR Base Units, if the following hurdles are achieved over the three-year performance period, the Relative TSR Base Units will become vested as follows (generally subject to continued service through the applicable performance period):
Relative TSR Performance
(based on the SNL U.S. REIT Equity Index)
% of Relative TSR Base
Units Vested
“Threshold Level”35th percentile of the peer group16.7%
“Target Level”55th percentile of the peer group33.3%
“High Level”75th percentile of the peer group66.7%
“Maximum Level”90th percentile of the peer group100.0%

With respect to the Core FFO Per-Share Base Units, if the following hurdles are achieved over the three-year performance period, the Core FFO Per-Share Base Units will become vested as follows (generally subject to continued service through the applicable performance period):
Core FFO Per-Share Growth
Core FFO Vesting Percentage
“Threshold Level”12.0%16.7%
“Target Level”16.5%33.3%
“High Level”21.0%66.7%
“Maximum Level”≥ 26.0%100.0%

If performance falls between the levels specified in any or all of the three tables above, the applicable portion of the Performance-Vesting LTIP Unit awards to be earned will be determined by straight-line interpolation between the specified levels.
To the extent that common stock dividends are declared with an ex-dividend date that occurs during the applicable Performance-Vesting LTIP Unit performance period, unvested Performance-Vesting LTIP Units will entitle their holders to a cash payment equal to 10% of such dividends. In addition, a number of distribution equivalent units having a value equal to total common stock dividends with ex-dividend dates that occur during the performance period with respect to Performance-Vesting LTIP Units that are earned and become vested (less the distributions made with respect to such Performance-Vesting LTIP Units during the performance period as described in the immediately preceding sentence) will vest following the completion of the applicable performance period, up to the maximum number of distribution equivalent units that are included in the Performance-Vesting LTIP Units. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (i) (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in common stock on the applicable ex-dividend date and (ii) to reflect the value of any notional dividends on the notional shares resulting from such hypothetical reinvestment of distributions with an ex-dividend date occurring on or after the hypothetical issuance of such notional shares and on or prior to the last day of the performance period.
Retirement Plans
The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to a 401(k) plan. We established a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Mr. Lanzer received an employer matching contribution to the 401(k) plan of $2,000 related to 2020 contributions.
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Employee Benefits and Perquisites
Our full-time employees, including our NEOs, are eligible to participate in health and welfare benefit plans, which provide medical, dental, prescription and other health and related benefits. We may also implement additional benefit and other perquisite programs as our Compensation Committee determines appropriate, though we do not expect any such additional benefits and perquisites to constitute a material component of our NEOs’ compensation package.
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. These employment agreements also provide for equity award acceleration (excluding performance unit awards) upon a change in control (as defined in our Incentive Award Plan) in order to ensure that our NEOs realize the value of their time-based equity incentive awards if they bring us through a successful sale transaction (accelerated vesting with respect to performance unit awards is governed by the terms of those awards, as described below under the heading “Potential Payments Upon Termination or Change in Control”). By including these severance and change in control provisions in the employment agreements, our Compensation Committee believes we can reinforce and encourage the continued attention and dedication of our NEOs to their assigned duties without distraction in the face of an actual or threatened transaction and ensure that our NEOs are motivated to negotiate the best acquisition consideration for our stockholders.
For a description of the material terms of these NEO employment agreements, as well as the treatment of outstanding equity awards in connection with a change in control or qualifying termination, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2020 Table” and “—Potential Payments Upon Termination or Change in Control” below.
Governance Policies Relating to Compensation
Minimum Ownership Guidelines
The Board expects the NEOs to own a meaningful equity interest in the Company to more closely align the interests of these executive officers with those of stockholders. Accordingly, the Board has adopted the Executive Officer Stock Ownership Policy dated February 16, 2016, which establishes equity ownership guidelines for the Co-CEOs, the CFO and the General Counsel and Secretary. The executives are required to hold common equity with a value equivalent to a multiple of their salary as listed in the table below:
TitleMultiple
Co-CEOs6 x Base Salary
CFO & General Counsel and Secretary3 x Base Salary
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These NEOs had until December 2020 (or, with respect to Mr. Lanzer, December 2021, or with respect to Ms. Clark, December 2025) to meet the share ownership guidelines. Vested and unvested restricted common stock and LTIP Units count toward the equity ownership guidelines (in addition to shares of common stock and units in our operating partnership), excluding unearned Performance-Vesting LTIP Units. As of April 30, 2021, all of our NEOs satisfied the stock ownership guidelines or were within the established period to acquire the applicable level of ownership.
Clawback Policy
The Board adopted a Compensation Recovery Policy, often referred to as a clawback policy, which provides that in the event that Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under U.S. securities laws as a direct result of an executive officer’s fraudulent or willful misconduct, the Board may, in its sole discretion, seek to recover from the executive officer the amount of incentive compensation received in excess of the amount that would have been paid had the financial results been properly reported, with such differential amount reduced by the amount of any taxes the executive officer actually paid with respect to such incentive compensation. Incentive compensation is generally comprised of any performance-based cash bonus or cash incentive payment or performance-based equity-based award granted, earned, vested and/or received by such executive officers from the Company on or after February 8, 2021 and during the 36 months immediately preceding the date on which the Company determines it is required to prepare a restatement.
Anti-Hedging Policy
The Board has established an anti-hedging policy applicable to our officers, directors, other employees and their family members. The policy prohibits any director, officer or other employee of the Company and his or her family members from trading in puts, calls or other derivative securities based on the Company’s securities. In addition, certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a stockholder to lock in much of the value of his or her holdings, often in exchange for all or part of the potential upside appreciation in the share holdings. These transactions allow the stockholder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the owner may no longer have the same objectives as the Company’s other stockholders. Therefore, directors, officers, other employees and their family members are prohibited from engaging in any such transactions with respect to the common stock owned.
Anti-Pledging Policy
The Board has established an anti-pledging policy applicable to our officers, directors, other employees and their family members. The policy prohibits any director, officer or other employee of the Company and his or her family members from pledging or using as collateral, the Company’s securities in order to secure personal loans, lines of credit or other obligations, including holding Company securities in a margin account. Exceptions to this policy are granted where (i) the securities pledged are not needed to satisfy the minimum ownership level required by the Company’s stock ownership guidelines, (ii) such individual has and maintains a sufficient amount of immediately available cash or securities at all times to prevent a sale of the Company’s securities during a time when such sale would be prohibited and (iii) the securities pledged are not utilized as part of any hedging transaction prohibited by the Company’s anti-hedging policy described above.
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Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for the chief executive officer, chief financial officer, and the three other most highly compensated officers of such corporation for such taxable year. Prior to the effectiveness of the Tax Act, the deduction limit included an exception for “qualified performance-based compensation.” However, the Tax Act amended certain aspects of Section 162(m) of the Code, including eliminating the exception permitting deduction of “qualified performance-based compensation,” and expanding the scope of employees to whom the deduction limit applies. The Tax Act includes a grandfathering provision, pursuant to which remuneration that was intended to be “qualified performance-based compensation,” and that was provided pursuant to a written binding contract in effect on November 2, 2017 which has not been modified in any material respect on or after that date, will continue to be eligible for the “qualified performance-based compensation” exception.
We believe that we qualify as a REIT under the Code and generally are not subject to federal income taxes, provided we distribute to our stockholders at least 90% of our taxable income each year. As a result of the Company’s tax status as a REIT, the loss of a deduction under Section 162(m) of the Code may not affect the amount of federal income tax payable by the Company. In approving the amount and form of compensation for our NEOs 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 162(m) of the Code, if any. However, our Compensation Committee may, in its judgment, authorize compensation payments that are subject to deduction limitations under Section 162(m) of the Code when it believes that such payments are appropriate to attract and retain executive talent.
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.
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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.

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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of Rexford Industrial Realty, Inc., a Maryland corporation, has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
This report of the Compensation Committee is not soliciting material, is not deemed filed with the Securities and Exchange Commission, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the Compensation Committee as of April 30, 2021.
Robert L. Antin, Chairman
Debra L. Morris
Peter E. Schwab
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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of our NEOs for 2020, 2019 and 2018.
Name and Principal PositionYear
Salary
($)(1)
Bonus
($)
Stock
Awards
($)
Non-Equity Incentive Plan Compensation
($)(2)
All Other Compensation
($)(3)
Total($)
Howard Schwimmer2020675,000 — 6,898,366 
(4)(5)
759,375 16,310 8,349,051 
2019594,000 — 5,105,682 297,000 15,469 6,012,151 
2018550,000 17,738 3,817,960 257,262 15,469 4,658,429 
Michael S. Frankel 2020675,000 — 6,898,366 
(4)(5)
759,375 16,310 8,349,051 
2019594,000 — 5,105,682 297,000 15,469 6,012,151 
2018550,000 17,738 3,817,960 257,262 15,469 4,658,429 
Laura Clark(6)
2020121,667 1,521,457 
(4)
182,500 12,637 1,838,261 
Adeel Khan(6)
2020425,000 — 566,667 16,310 1,007,977 
2019378,000 — 1,755,897 661,500 15,469 2,810,866 
2018350,000 5,644 1,305,058 519,356 15,469 2,195,527 
David Lanzer2020375,000 1,129,022 
(4)
487,500 16,310 2,007,832 
2019340,000 — 848,670 408,000 15,469 1,612,139 
2018325,000 6,289 646,185 383,711 15,469 1,376,654 
_____________
(1)Amounts shown in the “Salary” column reflect the base salary earned by each NEO during the applicable year.
(2)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual bonus awards earned for performance in 2020, 2019 and 2018 under the applicable annual bonus programs in place for those years. For Messrs. Schwimmer and Frankel, amounts shown for 2020 reflect the portion of each such NEO’s annual Bonus (equal to 50% of each such NEO’s annual bonus, or $759,375 for 2020) that was payable in cash.
(3)Amounts shown in the “All Other Compensation” column reflect medical insurance premiums paid by or reimbursed to each NEO by the Company during 2020, 2019 and 2018, respectively, for the direct or indirect benefit of the NEO that are not generally available to all other employees of the Company. The amount shown for Ms. Clark for 2020 also includes reimbursement of relocation expenses of $7,000.
(4)Amounts shown in the “Stock Awards” column for 2020 include, for all NEOs, 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 named individual. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units made to executive officers in Note 14 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 19, 2021. There can be no assurance that awards will vest (in which case no value will be realized by the individual). The Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group are treated as market condition awards as defined under ASC Topic 718, and as a result, they did not have a maximum value on the grant date that differed
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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 ($48.58) 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 $996,862 for Mr. Schwimmer, $996,862 for Mr. Frankel, $220,003 for Ms. Clark and $183,325 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 $2,990,585 for Mr. Schwimmer, $2,990,585 for Mr. Frankel, $660,008 for Ms. Clark and $549,974 for Mr. Lanzer.
(5)Amounts shown in the “Stock Awards” column for 2020 include, for Messrs. Schwimmer and Frankel, the grant date fair value of the portion of each such NEO’s annual bonus (equal to 50% of each such NEO’s annual bonus) that was settled in fully-vested LTIP Units, which was $759,375 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 2021, at the same time that annual bonuses were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 15,288 fully-vested LTIP Units. The number of LTIP Units granted was determined by dividing $759,375 by the closing price of our common stock on the date of grant.
(6)Ms. Clark succeeded Mr. Khan as Chief Financial Officer effective September 1, 2020. Mr. Khan served in a transitional role from September 1, 2020 through December 31, 2020.

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GRANTS OF PLAN-BASED AWARDS FOR 2020
The following table sets forth information regarding grants of awards made to our NEOs during 2020.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
NameGrant DateThreshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All Other Stock Awards; Number of Units
(#)
Grant Date Fair Value of Stock Awards
($)
(6)
Howard Schwimmer12/22/2020— — — — — — 50,367 
(3)
2,261,075 
12/22/2020— — — 30,780 61,561 184,682 — 3,877,916 
337,500 1,012,500 1,518,750 — — — — — 
8/31/2020— — — — — — 15,288 
(4)
759,375 
Michael S. Frankel12/22/2020— — — — — — 50,367 
(3)
2,261,075 
12/22/2020— — — 30,780 61,561 184,682 — 3,877,916 
337,500 1,012,500 1,518,750 — — — — — 
8/31/2020— — — — — — 15,288 
(4)
759,375 
Laura Clark9/1/2020— — — — — — 3,497 
(5)
166,632 
12/22/2020— — — — — — 11,115 498,998 
12/22/2020— — — 6,793 13,586 40,758 — 855,827 
60,834 121,667 182,501 — — — — — 
Adeel Khan12/22/2020— — — — — — — — 
12/22/2020— — — — — — — — 
141,667 354,167 566,667 — — — — — 
David Lanzer12/22/2020— — — — — — 9,263 
(3)
415,828 
12/22/2020— — — 5,661 11,322 33,965 — 713,194 
150,000 337,500 487,500 — — — — — 
(1)Represents threshold, target and maximum annual bonus opportunities for performance in 2020. The annual bonus opportunities for Ms. Clark and Mr. Khan were pro-rated based the executive’s length of time serving as CFO during the one year period (eight months for Mr. Khan and four months for Ms. Clark). For more information on the annual bonuses paid see “Compensation Discussion and Analysis—Elements of Compensation-Annual Bonuses”.
(2)Represents awards of Performance-Vesting LTIP Units in our operating partnership. The amounts in the threshold, target, high and maximum columns correspond to the number of base Performance-Vesting LTIP Units that would be earned in the event that specified threshold, target, high and maximum goals, respectively, are achieved. These amounts exclude distribution equivalent units which are eligible to vest upon the conclusion of the applicable performance period based on the number of Performance-Vesting LTIP Units actually earned. For more information on these performance unit awards, see “Compensation Discussion and Analysis—Elements of Compensation-Long-Term Incentives”.
(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 Compensation—Long-Term Incentives”.
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(4)Represents the portion of Messrs. Schwimmer and Frankel’s annual bonus (equal to 50% of each such NEO’s annual bonus) that was paid in LTIP Units.
(5)Represents a time-based award of restricted common stock in the Company.
(6)Amounts for 2020 reflect the full grant-date fair value of fully-vested LTIP Units (granted to Messrs. Schwimmer and Frankel only), Service-Vesting LTIP Units and Performance-Vesting LTIP Units granted in 2020 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 19, 2021. With respect to any such awards that are subject to vesting, there can be no assurance that awards will vest (in which case no value will be realized by the individual).
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Executive Compensation Arrangements
Below are summaries of the key terms of the employment and letter agreements applicable to our NEOs. The employment agreements for Messrs. Schwimmer, Frankel, Khan and Lanzer and Ms. Clark also provide for certain severance and change-in-control payments and benefits, as described below under “Potential Payments upon Termination or Change in Control.”
    Howard Schwimmer and Michael Frankel
In July 2013, we entered into employment agreements with Messrs. Schwimmer and Frankel, which became effective upon the completion of our IPO, and were subsequently amended in 2017 and 2020. The following is a summary of the material terms of the agreements, as amended.
Under the employment agreements, Messrs. Schwimmer and Frankel each serve as a Co-Chief Executive Officer of our Company and report directly to our Board. The initial term of the employment agreements ended on the fourth anniversary of the completion of our IPO, or July 24, 2017. On that date the employment agreements automatically renewed, and on each subsequent one-year anniversary of such date, the term of the employment agreements will automatically be extended, in each case, for one year, unless earlier terminated. Pursuant to the employment agreements, during the terms of Messrs. Schwimmer’s and Frankel’s employment, we will nominate each for election as a director.
Under the employment agreements, Messrs. Schwimmer and Frankel each currently receive annual base salaries of $675,000, which are subject to increase at the discretion of our Compensation Committee. In addition, each of Messrs. Schwimmer and Frankel is eligible to receive an annual discretionary cash performance bonus targeted at 150% of the executive’s then-current annual base salary, which target percentage is subject to increase at the discretion of our Compensation Committee. The actual amount of any such bonuses is determined by reference to the attainment of applicable company and/or individual performance objectives, as determined by our Compensation Committee.
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In addition, Messrs. Schwimmer and Frankel are eligible to receive annual equity awards, as determined by our Compensation Committee in its sole discretion. Messrs. Schwimmer and Frankel are also eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to them and their eligible dependents at the Company’s sole expense. Each of Messrs. Schwimmer and Frankel accrue thirty-two days of paid time off annually, up to a maximum accrual of forty-eight days of paid time off, in accordance with the plans, policies, programs and practices of the Company applicable to its senior executives.
On June 26, 2017, the Company, the Operating Partnership and each of Messrs. Frankel and Schwimmer entered into an amendment to their respective employment agreements.
If Mr. Frankel’s or Mr. Schwimmer’s employment is terminated by reason of the executive’s death or disability, the applicable executive (or his estate) will be entitled to a pro rata portion of the executive’s annual bonus for the partial fiscal year in which the termination date occurs, determined based on actual performance (in addition to any accrued amounts and the executives’ current entitlement to accelerated vesting of outstanding equity awards that vest based solely on providing continued services to the Company). The other termination provisions of the employment agreements for Mr. Frankel and Mr. Schwimmer are detailed below in “Potential Payments Upon Termination or Change in Control.”
    Laura Clark
On July 3, 2020, the Company and the Operating Partnership entered into an employment agreement with Ms. Clark. The following is a summary of the material terms of the employment agreement.
Under her employment agreement, Ms. Clark receives an initial annual base salary of $365,000, which is subject to annual review and increase at the discretion of our Compensation Committee. In addition, Ms. Clark is eligible to receive an annual cash performance bonus opportunity targeted at 100% of Ms. Clark’s annual base salary, which target is subject to adjustment by the Compensation Committee. The actual amount of any such bonus will be determined by reference to the attainment of applicable Company and/or individual performance objectives, as determined by the Compensation Committee, and may be greater or less than the target amount, or zero.
As described above, under “—Long-Term Incentives”, in connection with her commencement of employment, Ms. Clark was granted an award of 3,497 shares of our restricted common stock on September 1, 2020. This restricted stock award vests in three equal, annual installments on each of the first three anniversaries of the date of grant, subject to Ms. Clark’s continued service through the applicable vesting date.
Ms. Clark is eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to her and her eligible dependents at our sole expense. Ms. Clark will accrue thirty-two days of paid time off annually, up to a maximum of forty-eight days of paid time off. The termination provisions of Ms. Clark’s employment agreement are detailed below in “Potential Payments Upon Termination or Change in Control.”
Adeel Khan
In November 2014, we entered into an employment agreement with Mr. Khan, which was amended in 2017. The following is a summary of the material terms of the agreement. Mr. Khan’s employment with the Company ended on December 31, 2020, and the following summary of the material terms of his employment agreement, as amended, includes a description of the Resignation Letter he and the Company entered into, dated January 15, 2020 (the “Resignation Letter”).
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Under his employment agreement, Mr. Khan served as CFO of our Company and reported directly to the Co-Chief Executive Officers of our Company or their designee, subject to the Resignation Letter.  Under the terms of his employment agreement, Mr. Khan’s annual base salary in 2020 was $425,000. In addition, Mr. Khan was eligible under his employment agreement to receive an annual discretionary cash performance bonus targeted at 125% of Mr. Khan’s base salary actually paid for such year. The actual amount of any such bonus was determined by reference to the attainment of applicable Company and/or individual performance objectives, as determined by our Compensation Committee, and could be greater or less than the target amount, or zero.
Mr. Khan was eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits were provided to him and his eligible dependents at our sole expense. Mr. Khan accrued four weeks of paid vacation per year.
If Mr. Khan’s employment was terminated by reason of death or disability, he (or his estate) would have been entitled to a pro rata portion of his annual bonus for the partial fiscal year in which the termination date occurs (in addition to any accrued amounts and Mr. Khan’s current entitlement to accelerated vesting of outstanding equity awards that vest based solely on continued services to the Company). The termination provisions of the employment agreement for Mr. Khan are detailed below in “Potential Payments Upon Termination or Change in Control.”
On January 15, 2020, Mr. Khan notified the Company of his intent to step down as our CFO. Subject to the terms of the Resignation Letter, Mr. Khan continued to serve as CFO and assist in the transition of the CFO role to a successor during a transition period ending upon the earliest to occur of (i) the 90th day following the start date of a new CFO, and (ii) January 15, 2021 (the “Transition Period”). The Resignation Letter provided that during the Transition Period, so long as Mr. Khan did not resign and was not terminated for Cause (as defined in his employment agreement) prior to the expiration of the Transition Period, Mr. Khan would receive: (a) regular payments of his base salary at the existing base salary of $425,000, which would be paid for a period of not less than 6 months from January 15, 2020 irrespective of the date of hire and transition of a new CFO; (b) all of the health, welfare and retirement benefits currently in effect for Mr. Khan and his eligible dependents and following the expiration of the Transition Period, if Mr. Khan was no longer then employed by the Company, for a period extending for 12 months from the expiration of the Transition Period in the form of Company-paid COBRA; (c) subject to Mr. Khan’s timely execution and non-revocation of a release, a prorated 2020 cash bonus based on actual attainment of the performance goals set forth in the 2020 NEO bonus criteria and leverage percentages established by the Compensation Committee, which cash bonus (if earned) would be paid in 2021 when the other 2020 bonuses are paid to NEOs, prorated for the period of January 1, 2020 through the employment start date of the replacement CFO; and (d) continued vesting of the outstanding and unvested LTIP Units granted to Mr. Khan pursuant to his existing time-based and performance based LTIP Unit agreements in accordance with the terms of such agreements. Mr. Khan continued in employment through the expiration of the Transition Period on December 31, 2021 and received (or is receiving, as applicable) the foregoing benefits.
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    David Lanzer
On June 26, 2017, the Company and the Operating Partnership entered into an employment agreement with Mr. Lanzer, which was amended in 2020. The following is a summary of the material terms of the employment agreement, as amended.
Under his employment agreement, Mr. Lanzer currently receives an annual base salary of $375,000, which is subject to annual review and increase at the discretion of our Compensation Committee. In addition, Mr. Lanzer is eligible to receive an annual cash performance bonus opportunity targeted at 90% of Mr. Lanzer’s annual base salary, which target is subject to adjustment by the Compensation Committee. The actual amount of any such bonus will be determined by reference to the attainment of applicable Company and/or individual performance objectives, as determined by the Compensation Committee, and may be greater or less than the target amount, or zero.
Mr. Lanzer is eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to him and his eligible dependents at our sole expense. Mr. Lanzer will accrue thirty-two days of paid time off annually, up to a maximum of forty-eight days of paid time off. The termination provisions of Mr. Lanzer’s employment agreement are detailed below in “Potential Payments Upon Termination or Change in Control.”

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2020.
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 Schwimmer12/15/201815,913 
(4)
781,487 — — 
12/15/2018— — 75,000 
(5)
3,683,250 
12/16/201929,150 
(6)
1,431,557 — — 
12/16/2019— — 110,754 
(7)
5,439,129 
12/22/202050,367 
(8)
2,473,523 — — 
12/22/2020— — 112,861 
(9)
5,542,604 
Michael S. Frankel12/15/201815,913 
(4)
781,487 — — 
12/15/2018— — 75,000 
(5)
3,683,250 
12/16/201929,150 
(6)
1,431,557 — — 
12/16/2019— — 110,754 
(7)
5,439,129 
12/22/202050,367 
(8)
2,473,523 — — 
12/22/2020— — 112,861 
(9)
5,542,604 
Laura Clark9/1/20203,497 
(10)
171,738 — — 
12/22/202011,115 
(8)
545,858 — — 
12/22/2020— — 24,907 
(9)
1,223,183 
Adeel Khan(11)
— — — — 
David Lanzer3/1/20172,170 
(12)
106,569 — — 
12/15/20184,243 
(4)
208,374 — — 
12/15/2018— — 12,917 
(5)
634,354 
12/16/20197,287 
(6)
357,865 — — 
12/16/2019— — 17,998 
(7)
883,882 
12/22/20209,263 
(8)
454,906 — — 
12/22/2020— — 20,756 
(9)
1,019,327 
____________
(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.
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(2)The market value of shares of restricted stock and 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, 2020 ($49.11) by the number of unvested shares of restricted stock or unvested Service- or Performance-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, 2020 ($49.11) by the number of unearned units disclosed in accordance with SEC rules and footnotes 5, 7 and 9.
(4)Each Service-Vesting LTIP Unit award vests as to one-third of the number of Service-Vesting LTIP Units subject to the award on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in one remaining installment on December 15, 2021.
(5)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute TSR performance, relative TSR performance and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2019 through December 31, 2021.
(6)Each Service-Vesting LTIP Unit award vests as to one-third of the number of Service-Vesting LTIP Units subject to the award 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 16, 2021, and December 16, 2022.
(7)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute TSR performance, relative TSR performance and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2020 through December 31, 2022.
(8)Each Service-Vesting LTIP Unit award vests as to one-third of the number of Service-Vesting LTIP Units subject to the award on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in three remaining installments on December 22, 2021, December 22, 2022, and December 22, 2023.
(9)Represents the number of Performance-Vesting LTIP Units, excluding distribution equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute TSR performance is achieved at the threshold level and relative TSR performance is achieved at the high level for the three-year performance period from December 22, 2020 through December 21, 2023, and Core FFO Per-Share is achieved at the maximum level for the three-year performance period from January 1, 2021 through December 31, 2023.
(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 Ms. Clark’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 September 1, 2021, September 1, 2022, and September 1, 2023.
(11)Because Mr. Khan’s employment terminated on December 31, 2021, all of his outstanding Service-Vesting LTIP Units and Performance-Vesting LTIP Units were forfeited on that day in accordance with the terms of the relevant award agreements.
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(12)This restricted stock award vests as to 25% of the number of shares subject to the award on each of the first, second, third and fourth anniversaries on the date of grant, subject to Mr. Lanzer’s continued service with us through the applicable vesting date. The unvested portion of this award subsequently vested on March 1, 2021.

OPTION EXERCISES AND STOCK VESTED DURING 2020
The following table summarizes vesting of restricted stock awards and LTIP Units applicable to our NEOs during the year ended December 31, 2020. None of our NEOs held any options during 2020.
Stock Awards
NameNumber of Shares Acquired on Vesting (#)
Value Realized on Vesting ($)(1)
Howard Schwimmer146,841 7,015,719 
Michael S. Frankel146,841 7,015,719 
Laura Clark— — 
Adeel Khan56,653 2,705,537 
David Lanzer28,425 1,338,003 
(1)Amounts represent the market value as of the vesting date of the awards, based on the closing price for our common stock on the date of vesting of restricted stock, Service-Vesting LTIP Units or Performance-Vesting LTIP Units.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment Agreements
Pursuant to the terms of the amended employment agreements for Messrs. Schwimmer and Frankel, if Mr. Schwimmer’s or Mr. Frankel’s employment is terminated by our Company without “cause,” by the executive for “good reason” (each, as defined in the applicable employment agreement) or because our Company elects not to renew the term of the employment agreement then, in addition to any accrued amounts, the executive will be entitled to receive the following, subject to the execution and non-revocation of an effective general release of claims in favor of the Company:
A lump-sum payment in an amount equal to three times the sum of (i) the executive’s annual base salary then in effect, (ii) the average annual bonus earned by the executive for the three prior fiscal years and (iii) the average value of any annual equity awards(s) made to the executive during the prior three fiscal years (excluding the initial grant of restricted stock granted pursuant to the employment agreements, any award(s) granted pursuant to a multi-year, outperformance or long-term performance program and any other non-recurring awards);
a lump-sum payment in an amount equal to (i) any annual bonus relating to the year immediately preceding the year in which the termination date occurs that remains unpaid on the termination date (if any), and (ii) a pro rata portion of the executive’s target bonus for the partial fiscal year in which the termination date occurs, payable in a lump sum on the date on which annual bonuses are paid to our Company’s senior executives generally for such year;
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other than with respect to the Performance-Vesting LTIP Units (discussed below), accelerated vesting of all outstanding equity awards that vest solely on the passage of time held by the executive as of the termination date; and
company-paid continuation healthcare coverage for 18 months after the termination date.
Upon a termination of employment by reason of death or disability, Messrs. Schwimmer and Frankel or their respective estates will be entitled to accelerated vesting of all outstanding equity awards held by the executive as of the termination date other than the Performance-Vesting LTIP Units (discussed below) and a pro rata portion of the executive’s annual bonus for the partial fiscal year in which the termination date occurs, determined based on actual performance, payable in a lump sum on the date on which annual bonuses are paid to our Company’s senior executives generally for such year, in addition to any accrued amounts. In addition, upon a change in control of our Company (as defined in the Incentive Award Plan), Messrs. Schwimmer and Frankel will be entitled to accelerated vesting of all outstanding equity awards held by such executive, other than the Performance-Vesting LTIP Units (discussed below), as of the date of the change in control.
Pursuant to the terms of the amended employment agreements for Messrs. Khan and Lanzer and the employment agreement for Ms. Clark, if the executive’s employment is terminated by our Company without “cause” or by the executive for “good reason” (each, as defined in the applicable employment agreement) then, in addition to any accrued amounts, each of Messrs. Khan and Lanzer and Ms. Clark, as applicable, will be entitled to receive the following, subject to the execution and non-revocation of an effective general release of claims in favor of the Company:
a lump-sum payment in an amount equal to the executive’s annual base salary then in effect;
a pro rata portion of the executive’s annual bonus for the partial fiscal year in which the termination date occurs, determined based on actual performance, payable in a lump sum on the date on which annual bonuses are paid to our Company’s senior executives generally for such year;
other than with respect to the Performance-Vesting LTIP Units (discussed below), accelerated vesting of all outstanding equity awards that vest based solely on the passage of time held by the executive as of the termination date; and
company-paid continuation healthcare coverage for up to 18 months after the termination date.
Upon a termination of employment by reason of death or disability, each of Messrs. Khan and Lanzer and Ms. Clark or their respective estates, as applicable, will be entitled to accelerated vesting of all outstanding equity awards that vest based solely on the passage of time held by such executive as of the termination date and a pro rata portion of the executive’s annual bonus for the partial fiscal year in which the termination date occurs, determined based on actual performance, payable in a lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such year, in addition to any accrued amounts. In addition, upon a “change in control” of our Company (as defined in the Incentive Award Plan), each of Messrs. Khan and Lanzer and Ms. Clark will be entitled to accelerated vesting of all outstanding equity awards held by them, other than the Performance-Vesting LTIP Units (discussed below), as of the date of the change in control.
The employment agreements with the named executive officers also contain customary confidentiality provisions, which generally prohibit the NEOs from disclosing the Company’s confidential information except in limited circumstances to federal and judicial authorities. In addition, the employment agreements with Messrs. Schwimmer and Frankel contain a non-solicitation provision that prohibits them from soliciting, directly or indirectly, any employee, consultant, or any member of the Company and its subsidiaries and affiliates while employed with the
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Company and for a period of 12 months following their termination. The employment agreements with Messrs. Khan and Lanzer and Ms. Clark contain substantially the same non-solicitation provision but cover their employment with the Company and the 18 months following their termination.
In addition, each of the employment agreements with our named executive officers provide that, to the extent that any change in control payment or benefit to the applicable executive would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the change in control payments and benefits without such reduction. No NEO (or other employee) is entitled to any tax gross-up payment in connection with change in control payments (or otherwise).
Service-Vesting LTIP Units and Performance-Vesting LTIP Units
Termination of Employment. If a named executive officer’s employment is terminated by the Company other than for “cause,” by the executive for “good reason,” or due to the executive’s death or “disability” (each as defined in the applicable award agreement) or, in the case of Messrs. Schwimmer or Frankel, upon the Company’s non-renewal of the executive’s employment agreement, in any case, then:
his or her Service-Vesting LTIP Units will vest in full; and
his or her Performance-Vesting LTIP Units will remain outstanding and eligible to vest based on the achievement of the performance goals during the performance period.
Change in Control. In the event of a change in control, all Service-Vesting LTIP Units held by the named executive officers will vest in full. In addition, if a change in control occurs before the end of a performance period, then:
If the change in control occurs on or prior to the first anniversary of the grant date of the Performance-Vesting LTIP Units, the number of Performance-Vesting LTIP Units that vest will depend on whether the Company’s absolute TSR is attained at or above the threshold level as of the change in control. If it is not attained at or above the threshold level, then the number of Performance-Vesting LTIP Units that vest will equal the sum of (i) (x) the number of Absolute TSR Base Units which vest based on the achievement of pro-rated absolute TSR performance goals (determined by reference to the shortened performance period through the date of the change in control), plus (y) the number of Relative TSR Base Units which vest based on achievement of the relative TSR performance goals, with such sum pro-rated to reflect the shortened performance period through the change in control date (such number, the “Year 1 CIC base units”), (ii) the target number of Core FFO Per-Share Based Units, plus (iii) the distribution equivalent units (calculated with respect to the Year 1 CIC base units). If the Company’s absolute TSR is attained at or above the threshold level as of the change in control, then the same calculation will apply, except that the number of Absolute TSR Base Units comprising the total vested amount will equal the greater of the number of Absolute TSR Base Units that vest based on the achievement of pro-rated absolute TSR performance goals (determined by reference to the shortened performance period through the date of the change in control) and the number of Absolute TSR Base Units that vest based on the achievement of Company’s absolute TSR (determined by reference to the shortened performance period through the date of the change in control, without pro-ration). Any Performance-Vesting LTIP Units that vest as described in this paragraph will vest immediately prior to the change in control, subject to the NEO’s continued employment until immediately prior
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to the change in control (except in the case of an earlier qualifying termination, as discussed above).
If the change in control occurs following the first anniversary of the grant date of the Performance-Vesting LTIP Units, a number of Performance-Vesting LTIP Units equal to the sum of (i) (x) the number of Absolute TSR Base Units that vest based on the achievement of pro-rated absolute TSR performance goals (determined by reference to the shortened performance period as of the date of the change in control) plus (y) the number of Relative TSR Base Units that vest based on achievement of the relative TSR performance goals (determined by reference to the shortened performance period through the date of the change in control, without pro-ration) (such number of base units, the “Year 2/3 CIC base units”), (ii) the target number of Core FFO Per-Share Base Units, plus (iii) the distribution equivalent units (calculated with respect to the Year 2/3 CIC base units), will vest immediately prior to the change in control, subject to the NEO’s continued employment until immediately prior to the change in control (or an earlier qualifying termination as discussed above).
Elimination of Single-Trigger Accelerated Vesting for Future Executives
In February 2021 the Board implemented a “double trigger” accelerated vesting policy providing that, going forward, no incentive equity awards issued to Company officers, executives or other employees hired after the implementation of the policy will be eligible to receive automatic “single trigger” accelerated vesting upon the occurrence of a change in control of the Company (absent buyer refusal to assume any such incentive equity awards). Instead, all incentive equity awards granted to subsequently-hired officers, executives or other employees will only be eligible to vest on an accelerated basis in connection with a qualifying termination of employment (whether or not in connection with a change in control) and solely to the extent determined by the Compensation Committee. This “double trigger” policy will not modify the terms and conditions applicable to any existing equity awards (including with the current NEOs) and will not apply to any future incentive equity awards issued to officers, executives or other employees who were employed by us prior to adoption of the “double trigger” policy (including with the current NEOs).
Summary of Potential Payments Upon Termination or Change in Control
The following table summarizes the payments that would be made to Messrs. Schwimmer, Frankel and Lanzer and Ms. Clark upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2020. 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, such as accrued vacation. 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. As noted above, Mr. Khan ceased serving as our Chief Financial Officer on September 1, 2020 and terminated employment with us on December 31, 2020 – accordingly, in accordance with SEC rules, we have included a description of the actual termination payments and benefits provided to Mr. Khan in the table below.

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NameBenefitDeath/
Disability ($)
Qualifying Termination (no Change in Control) ($)
Change in Control (no Termination) ($)(1)
Qualifying Termination in Connection with
a Change in
Control ($)(1)
Termination ($)
Howard SchwimmerCash Severance1,518,750 11,000,500 — 11,000,500 — 
Continued Health Benefits— 45,223 — 45,223 — 
Equity Acceleration20,358,256 
(2)
20,358,256 
(2)
12,865,610 
(3)
12,865,610 
(4)
— 
Total21,877,006 31,403,979 12,865,610 23,911,333 — 
Michael S. FrankelCash Severance1,518,750 11,000,500 — 11,000,500 — 
Continued Health Benefits— 45,223 — 45,223 — 
Equity Acceleration20,358,256 
(2)
20,358,256 
(2)
12,865,610 
(3)
12,865,610 
(4)
— 
Total21,877,006 31,403,979 12,865,610 23,911,333 — 
Laura ClarkCash Severance182,500 547,500 — 547,500 — 
Continued Health Benefits— 45,223 — 45,223 — 
Equity Acceleration2,031,190 
(2)
2,031,190 
(2)
942,131 
(3)
942,131 
(4)
— 
Total2,213,690 2,623,913 942,131 1,534,854 — 
Adeel KhanCash Severance— — — — — 
Continued Health Benefits— — — — 30,709 
(5)
Equity Acceleration— — — — — 
Total— — — — 30,709 
David LanzerCash Severance487,500 862,500 — 862,500 — 
Continued Health Benefits— 45,223 — 45,223 — 
Equity Acceleration3,842,858 
(2)
3,842,858 
(2)
2,510,672 
(3)
2,510,672 
(4)
— 
Total4,330,358 4,750,581 2,510,672 3,418,395 — 
(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
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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, 2020 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, 2020, Core FFO per diluted share growth continues at the same rate as we experienced for the year ended December 31, 2020, and including the assumed number of distribution equivalent units that will be allocated in connection with those units. Note, however, that the value of the Performance-Vesting LTIP Unit awards would ultimately reflect actual performance and, accordingly, if our actual TSR and actual Core FFO per diluted share growth results vary, the amounts payable in respect of these awards under this scenario could be greater or less than the amounts reported. As required by applicable disclosure rules, these values reflect a hypothetical termination of the executive’s employment occurring on December 31, 2020.
(3)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, 2020 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, 2020, by (ii) the fair market value of a share of our common stock on December 31, 2020 ($49.11). The number of Performance-Vesting LTIP Units that would have been earned as of December 31, 2020 is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2020 and the target number of Core FFO Per-Share Base Units. As required by applicable disclosure rules, these values reflect a hypothetical change in control occurring on December 31, 2020.
(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, 2020 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, 2020, by (ii) the fair market value of a share of our common stock on December 31, 2020 ($49.11). The number of Performance-Vesting LTIP Units that would have been earned as of December 31, 2020 is based on the Company’s actual TSR performance from the first day of the applicable performance period through December 31, 2020 and the target number of Core FFO Per-Share Base Units. As required by applicable disclosure rules, these values reflect a hypothetical change in control and qualifying termination occurring on December 31, 2020.
(5)Represents Company-paid contributions to premiums for COBRA health care continuation coverage for Mr. Khan and his eligible dependents for the 12-month period following the termination of his employment with us on December 31, 2020.
84


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 2020, 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 $8,349,051 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 $115,666.
Based on this information, for 2020, the annual total compensation of each of our Co-CEOs was approximately 72 times the median of the annual total compensation of all of our employees (other than our Co-CEOs).
Determining the Median Employee
Employee Population
We used December 31, 2020 as the reference date for identifying our median employee. Our prior CEO pay ratio disclosures used November 1st as the reference date, but we now use December 31st to align the calculation date with other Company reporting and disclosures. As of such date, our employee population consisted of approximately 146 total employees (excluding our Co-CEOs), all of whom were located in the United States. For purposes of the pay ratio calculation, our employee population consists of all full- and part-time employees at all locations, including all temporary employees employed as of the measurement date.
Methodology for Determining Our Median Employee
To identify the median employee from our employee population, we used total annual compensation (including base salary and bonus and equity payments, as applicable), calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. In identifying the median employee, we annualized the compensation of all full-time employees and we did not make any cost-of-living adjustments.
Compensation Measure and Annual Total Compensation of Median Employee
With respect to the annual total compensation of the median employee, we calculated such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which is the same method used to determine each of our Co-CEO’s compensation shown in the Summary Compensation Table above.
Annual Total Compensation of CEO
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table included in this Proxy Statement.
85


EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2020 regarding compensation plans under which our equity securities are authorized for issuance.
Plan CategoryNumber of Securities to be
Issued Upon Exercise of
Outstanding
Options, Warrants and
Rights (a)
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights (b)
Number of Securities
Remaining
Available
for Future Issuance
Under Equity
Compensation
Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders(1)
1,142,378 
(2)
— 619,757 
Equity compensation plans not approved by security holders— — — 
Total1,142,378 — 619,757 
____________
(1)Consists of the Incentive Award Plan, which was initially adopted by our Board in connection with the closing of our IPO in July 2013 and most recently amended on June 11, 2018, and provides for awards of options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, performance awards, performance share awards, Service-Vesting LTIP Units, Performance-Vesting LTIP Units, stock payments and other incentive awards to be available for employees and consultants of our Company, our operating partnership and Rexford Industrial Realty and Management, Inc. (and any of their qualifying subsidiaries) and for our directors.
(2)Includes the following unvested securities: (i) 236,646 Service-Vesting LTIP Units and (ii) 905,732 Performance-Vesting LTIP Units, which represents the maximum number of Performance-Vesting LTIP Units that would be earned in the event that specified maximum goals are achieved. For more information on these Performance-Vesting LTIP Unit awards, see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives”.
86


STOCK OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial ownership of shares of our common stock and shares of common stock into which common units of limited partnership held in our operating partnership (“common units”) are exchangeable as of April 16, 2021 for (i) each person who is the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our directors and NEOs, and (iii) all of our directors and executive officers as a group. Each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The extent to which a person holds shares of common stock as opposed to units is set forth in the footnotes below.
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights (as set forth above) held by that person that are exercisable as of April 16, 2021, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.
Unless otherwise indicated, the address of each named person is c/o Rexford Industrial Realty, Inc., 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025.
87


Name of Beneficial OwnerNumber of Shares and
Units Beneficially Owned
Percentage of
All Shares
(1)
Percentage of
All Shares and Units
(2)
The Vanguard Group(3)
     100 Vanguard Blvd.
      Malvern, PA 19355
17,918,14613.4%12.7%
BlackRock, Inc.(4)
     55 East 52nd Street
     New York, NY 10055
17,804,50713.3%12.7%
Wellington Management Group LLP(5)
     280 Congress Street
     Boston, MA 02210
7,163,7825.45.1
Howard Schwimmer(6)
920,472**
Michael Frankel(7)
696,917**
Richard Ziman(8)
265,043**
Robert L. Antin36,650**
David Lanzer(9)
31,939**
Peter E. Schwab19,755**
Tyler H. Rose16,206**
Diana J. Ingram7,362**
Laura Clark(10)
3,497**
Debra Morris678**
All directors and executive officers as a group (10 persons)1,998,5191.5%1.4%
__________________
*    Less than 1.00%.
(1)Assumes 133,897,360 shares of common stock are outstanding as of April 16, 2021. In computing the percentage ownership of a person or group, we have assumed that all of the common units held by that person or the persons in t