Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.          )
Filed by the Registrant  ý
Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨    Preliminary Proxy Statement    ¨    Confidential, for Use of the Commission Only
ý    Definitive Proxy Statement    (as permitted by Rule 14a-6(e)(2))
¨    Definitive Additional Materials
¨    Soliciting Material under §240.14a-12
Rexford Industrial Realty, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒    No fee required.
☐    Fee paid previously with preliminary materials.
☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



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The Rexford Investment Opportunity
A Superior, Highly Differentiated Strategy
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Singular Focus within infill Southern California, the highest demand, strongest market
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High quality, irreplaceable portfolio, exceptionally stable and diverse tenant base
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Consistent, favorable cash flow growth driven by superior asset management and proprietary value creation capabilities
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Disciplined, low-leverage balance sheet proven through all phases of the capital cycle
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Deep ESG purpose maximizes long-term value



Table of Contents
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2022 PROXY STATEMENT
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Letter to Shareholders
May 2, 2022
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 Monday, June 13, 2022 at 8:00 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 S. Ziman
Chairman of the Board of Directors    

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REXFORD INDUSTRIAL


Notice of 2022 Annual Meeting of Stockholders
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Date and Time
Monday, June 13, 2022 at 8:00 a.m. (Pacific Time)
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Location
https://web.lumiagm.com/ 218892223
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Who Can Vote
Stockholders of record at the close of business on April 14, 2022
At the Annual Meeting, our stockholders will consider and vote on the following matters:
Voting Items
1234
To elect eight directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022
To vote on an advisory resolution to approve the Company’s named executive officer compensation for the fiscal year ended December 31, 2021
To vote on an advisory resolution to approve the frequency of future advisory votes on the Company’s executive compensation
(Page 15)
Vote FOR
(Page 32)
Vote FOR
(Page 35)
Vote FOR
(Page 63)
Vote ONE YEAR
Stockholders will also act on 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 14, 2022, 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. Participants may begin logging into the virtual Annual Meeting at 7:00 a.m. Pacific Time on June 13, 2022.
By Order of the Board of Directors,
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David Lanzer
General Counsel and Secretary
Los Angeles, California
May 2, 2022
How to Vote
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Internet TelephoneMail QR Code
www.voteproxy.com1-800-776-9437Mail, sign, date and mail the proxy card in the enclosed return envelopeScan this QR code to vote with your mobile device
Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on June 13, 2022. The Notice of Annual Meeting, Proxy Statement, 2021 Annual Report and other SEC filings are available at the investor relations page of our website at www.rexfordindustrial.com.
2022 PROXY STATEMENT
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Proxy Highlights
Rexford Industrial Realty, Inc. (“we,” “our,” “us,” Rexford or 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.
2021 Performance
During 2021, the Named Executive Officers (“NEOs”) led the Company to achieve strong operational and financial results, represented by 24% Core FFO per diluted share growth, 38% consolidated NOI growth and 68% total shareholder return. which were taken into account by the Compensation Committee in setting compensation. Performance highlights for 2021 include the following:
SHAREHOLDER VALUE CREATION
12%
5-Year Annual Average Dividend Per Share Growth
285%
5-Year Total Shareholder Return
14%
5-Year Core FFO Per Share CAGR(1)
31%
5-Year Consolidated NOI CAGR(1)
STRONG 2021 OPERATING PERFORMANCE(2)(3)
24.2%
Core FFO per Diluted Share Growth for FY 2021
12.3%
Same Property Portfolio Cash NOI Growth for FY 2021
37.8%
Consolidated NOI Growth for FY 2021
99.1%
Same Property Portfolio 2021 Weighted Average Occupancy
EXECUTION OF VALUE-ADD OPERATING STRATEGY
$1.9B
Completed 50 acquisitions representing 53 properties and 5.7 million square feet for an aggregate purchase price of $1.9 billion
43%
GAAP releasing spreads on over 7.0 million square feet of new and renewal leases
1.0M SF
Stabilized six repositioning/ redevelopment properties with a combined 1.0 million square feet at a weighted average unlevered stabilized yield of 6.6%
LOW-LEVERAGE GROWTH-ORIENTED BALANCE SHEET(3)
$880M
of Liquidity(4)
9.1%
Net Debt to Enterprise Value(4)
$1.6B
Equity Issued to Fund Acquisitions
$400M
Green Bond Issuance at 2.15% due 2031
(1)Compound Annual Growth Rate (“CAGR”) represents the average annual growth rate for specified performance over a time period longer than one year. See Appendix A for the calculation of the CAGR of our Core FFO per diluted share and consolidated NOI.
(2)See Appendix A for the definitions of “NOI,” “Same Property Portfolio Cash NOI,” “Core FFO” and “Core FFO per diluted share” (all non-GAAP metrics) and reconciliations of net income to NOI and Same Property Portfolio Cash NOI, and net income to Core FFO.
(3)See Appendix A for the definition of “Same Property Portfolio” and “Net Debt to Enterprise Value”.
(4)As of December 31, 2021.
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REXFORD INDUSTRIAL

PROXY HIGHLIGHTS
Comparative Total Shareholder Return
During 2021, we generated a 67.8% TSR, exceeding the MSCI U.S. REIT Index, the Dow Jones U.S. Real Estate Industrial Index and Executive Compensation Peer Group Average. Additionally, over the last five years and since our IPO in 2013, our TSR has far outpaced three comparative indices (MSCI U.S. REIT Index, the Dow Jones U.S. Real Estate Industrial Index and Executive Compensation Peer Group Average) as show below.
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Total Shareholder Return (% Change):
1 Year(1)
2 Years(1)
5 Years(1)
Since IPO(1)
Rexford Industrial Realty, Inc.67.8 %84.1 %285.5 %611.0 %
Executive Compensation Peer Group Average(2)
34.2 %24.0 %86.3 %186.2 %
MSCI U.S. REIT Index43.1 %32.2 %66.8 %121.6 %
Dow Jones U.S. Real Estate Industrial Index53.5 %75.9 %201.3 %382.2 %
(1)Through December 31, 2021.
(2)Refer to page 42 in this Proxy Statement for a list of our Executive Compensation Peer Group.
2022 PROXY STATEMENT
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PROXY HIGHLIGHTS
Environmental Stewardship, Social Responsibility and Diversity, Equity and Inclusion Highlights
Rexford is the third largest, fastest-growing publicly traded industrial Real Estate Investment Trust (“REIT”) in the United States. Rexford creates value by investing in, operating and redeveloping industrial properties throughout infill Southern California, the world's fourth-largest industrial market and consistently the nation’s highest-demand industrial market.
Our mission is to reinvent the business of industrial real estate by optimizing positive impacts for the environment and our communities, tenants, employees and shareholders. We strive to continuously create value for all stakeholders and, for us value encompasses economic, community and environment impact.
Our vision is to further build upon our enduring competitive advantage by investing in our team, innovation, communities and the environment.
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REXFORD INDUSTRIAL

PROXY HIGHLIGHTS
2022 ESG Goals
Our 2022 ESG goals are guided by our three strategic
pillars and are aligned with the United Nations
Sustainable Development Goals (SDGs).
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Environmental Stewardship
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Install ~5 MW of solar installations bringing total portfolio to over 9MW
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Pursue LEED Silver for new ground-up developments
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Establish science-based targets within 24 months of SBTi commitment letter
Community Welfare
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Exceed prior year Kingsley customer engagement survey scoreAchieve Gold Green Lease LeaderAchieve 2,000 hours of employee volunteer time
Culture of Respect and Excellence
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Maintain at least 5 points above industry average Voice of Employee survey scores
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Establish formal mentor program
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Expand board oversight over climate-related risks
Increase employee vacation time usage by 10% over prior year
Achieve average of 20 training hours per employee
Complete Carbon Disclosure Project (CDP)
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Ensure candidate slates include minimum of 20% diverse candidates
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Implement Diversity, Equity and Inclusion Employee Committee
Advancing Diversity, Equity and Inclusion
The value we create for our tenants, shareholders and communities is directly linked to our culture of inclusion. We empower employees to bring their best selves to work and to provide feedback on the direction of our business.
We increased the diversity of our Board of Directors. The Board now includes three women and two members of underrepresented communities, which enables more effective governance through enhanced expertise and perspectives.
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Our hiring practices are connected with our ability to build a strong, diverse workforce. We have formalized our policy around diverse candidate slates and enhanced engagement with underrepresented communities through various avenues including jobs postings focused on enhancing our professional diversity network. Additional details regarding our employee population and EEO-1 data can be found on our corporate website.
2022 PROXY STATEMENT
9

PROXY HIGHLIGHTS
Climate Change
As climate change advances, so do the related short- and long-term risks. Rexford has long been committed to addressing the sustainability of its portfolio and recognizing our climate impact responsibility. To build upon existing climate risk mitigation efforts and to evaluate short- and long-term risks and opportunities, Rexford conducted a Task Force on Climate-Related Financial Disclosures (“TCFD”) assessment. Through extensive research and internal and external stakeholder engagement, we considered multiple climate scenarios and potential outcomes and assessed the associated effects of these risks and opportunities across Rexford’s operations. The TCFD assessment outcomes and associated targets and goals inform Rexford’s ESG strategy and support the resiliency of its portfolio against the identified risks while taking advantage of any opportunities. Our TCFD report can be found on our corporate website and in our latest ESG report.
After completing the TCFD process and identifying risks and opportunities, we are focused on setting targets and tracking metrics that allow us to reduce our environmental impact. Rexford closely monitors and reports our scope 1, 2 and 3 emissions. To further drive actions to reduce our emissions, we are setting targets in accordance with the Science Based Target Initiative (“SBTi”). The SBTi targets will allow us to set emissions reduction targets and milestones. With that framework, we can align our plans for emissions reductions for successful achievement of the targets. We submitted our letter of commitment in December 2021 and intend to develop our SBTi targets within 24 months of our commitment.
ESG Oversight and Governance
Environmental, social and governance (“ESG”) factors present potential risks and opportunities to Rexford. Therefore, incorporating ESG into our decision-making process is necessary to position Rexford for long-term viability. Rexford is committed to actively managing ESG issues most material to Rexford’s ability to create long-term value for its stakeholders and ensure it operates in a sustainable, transparent and ethical manner.
The Board of Directors has final oversight over ESG topics at Rexford, including climate-related risks and opportunities. The Audit Committee provides direct oversight of climate-related financial risks and the Nominating and Corporate Governance Committee provides direct oversight of ESG matters, including assessment of the Company’s ESG disclosures and review of any annual ESG report published by the Company. The development and implementation of ESG policies and related programs is a company-wide effort overseen by senior management and our Environmental, Social & Governance Committee (“ESG Committee”). The ESG Committee includes employees from our Property Management, Construction, HR, Acquisitions, Leasing, IT, Legal, Customer Solutions and Sustainability teams. The ESG Committee is responsible for defining and leading our ESG strategy in partnership with senior management, the Nominating and Corporate Governance Committee and the full Board. The Board receives ESG reports and provides ESG formal oversight on a quarterly basis, while the Nominating and Corporate Governance Committee remains actively engaged on ESG matters throughout the year.
Our ESG polices provide governance of our ESG programs and include:
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ESG Reporting
ESG reporting in accordance with recognized standards helps us build a deeper understanding of how we can maximize the value we create for all our stakeholders. It enables our investors to make informed decisions that incorporate material sustainability metrics and themes. Our annual sustainability report provides disclosures in accordance with the Global Reporting Initiative and the Sustainability Accounting Standards Board Real Estate Standard, which accounts for material issues specific to the real estate industry, and the TCFD.
In 2021, we became a signatory of the UN Global Compact (“UNGC”) demonstrating our support of the Ten Principles in the areas of human rights, labor, environment and anti-corruption of the UNGC, along with the UN Sustainable Development Goals.
Details of our ESG strategy and human capital and diversity efforts can be found in our latest Environmental, Social and Governance Report located on the ESG section of our website at www.rexfordindustrial.com.
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REXFORD INDUSTRIAL

 
Proxy Voting Roadmap
PROPOSAL NO. 1
Election of Directors
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”FOR”
the eight nominees

PROPOSAL NO. 2
Ratification of Independent Registered Public Accounting Firm
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”FOR”
the ratification of Ernst & Young LLP

PROPOSAL NO. 3
Advisory Vote on the Compensation of the Named Executive Officers (“Say-on-Pay Vote”)
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”FOR”
the advisory approval of the compensation of the NEOs

PROPOSAL NO. 4
Advisory Vote on the Frequency of the Say-on-Pay Vote
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”ONE YEAR”
for future advisory votes on executive compensation
2022 PROXY STATEMENT
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PROXY VOTING ROADMAP
Director Nominee Snapshot

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REXFORD INDUSTRIAL

PROXY VOTING ROADMAP
Corporate Governance Highlights
This section highlights information about the Company and our Board of Directors (the “Board”) that is contained in this Proxy Statement. This section does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.
Board Structure and IndependenceShareholder RightsBoard Oversight
Separate Chairman and Co-CEOs
Strong Lead Independent Director
5 of 8 directors up for re-election are independent; Audit, Compensation and Nominating and Corporate Governance Committees each entirely comprised of independent directors
Executive sessions of independent directors held at every regular Board and committee meeting, presided over by Lead Independent Director
Diverse Board with three female directors and two racially/ethnically diverse directors
No familial relationships among Board members
Annual election of directors
Majority voting for directors
Annual Say-on-Pay Advisory Vote
Shareholders satisfying the SEC Rule 14a-8 stock ownership levels ($2,000 to $25,000, depending on holding period) can propose amendments to our bylaws
No “poison pill” in effect
Structured oversight of the Company’s corporate strategy and risk management
Corporate responsibility (ESG) strategy and initiatives and ethics and compliance program oversight by Nominating and Corporate Governance Committee
Climate change risk oversight by the Board
Cybersecurity oversight by Audit Committee
Annual self-assessment of Board and Board committee performance
Human capital management oversight by the Board
Accountability and Governance PracticesExecutive Compensation
Met or spoke with shareholders representing over 87% of our common stock in 2021
Stock ownership policy for directors and senior management
Prohibition of hedging and pledging Company stock by officers and directors
Robust Code of Business Conduct and Ethics for directors, officers and employees
Annual incentives for NEOs largely based on corporate financial results
Long term incentives for NEOs largely based on total shareholder return on an absolute and relative basis
Introduction of ESG compensation component in 2022 in annual incentive program for NEOs
Clawback policy for officers
No NEO “special grants” in 2021
Double trigger vesting for new executive officers
2022 PROXY STATEMENT
13

PROXY VOTING ROADMAP
Executive Compensation Snapshot
% Allocation of Target Compensation
ComponentCEOOther NEOs (Average)Features
Fixed
Base Salary
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Set within a competitive range of base salaries paid to such comparable officers in the Executive Compensation Peer Group.
Variable
92%
of CEO
target pay opportunity
83%
of Other NEOs
target pay opportunity
Short-Term Incentive
Bonus
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Based on attainment of Company performance goals for the year.
Pays out between 0% and 250% of target (75% if threshold goals met) for Co-CEOs and between 0% and 175% of target for the other NEOs.
Time-Based
LTIP Unit
Awards
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Based on a detailed retrospective review of the Company’s overall annual performance and the compensation levels of the individual NEO in comparison to our Executive Compensation Peer Group.
Vest ratably over a three-year period.
Performance Unit Awards
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Based on rigorous absolute TSR hurdles, outperforming relative to our peers’ TSR and Core FFO per diluted share growth.
Pays out between 0% and 300% of target (50% of target if threshold goals met).


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REXFORD INDUSTRIAL


Corporate Governance and Board Matters
PROPOSAL NO. 1
Election of Directors
The Board currently consists of nine directors. Effective as of the Annual Meeting, the size of the Board will be reduced to eight directors. At the Annual Meeting, our stockholders will elect eight directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. One of our directors, Peter Schwab, will not stand for re-election at the Annual Meeting.
The Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions.
In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity.
The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual preference.
Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards.
All nominees are presently directors of Rexford Industrial Realty, Inc. and each of the nominees has consented, if elected as a director, to serve until his or her term expires.
Robert L. Antin*
Michael S. Frankel (Co-Chief Executive Officer)
Diana J. Ingram*
Angela L. Kleiman*
Debra L. Morris*
Tyler H. Rose* (Lead Independent Director)
Howard Schwimmer (Co-Chief Executive Officer)
Richard Ziman (Chairman of the Board of Directors)
*Independent within the meaning of the New York Stock Exchange (“NYSE”) listing standards.
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.
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The Board of Directors unanimously recommends that the stockholders vote “FOR” the eight nominees listed in this Proxy Statement.
2022 PROXY STATEMENT
15

CORPORATE GOVERNANCE AND BOARD MATTERS
Summary of Director Nominee Qualifications and Experience
The matrix below represents some of the key qualifications, skills and experience that we have identified as particularly valuable to the effective oversight of the Company and execution of our strategy, including with respect to each individual director nominee. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Nominating and Corporate Governance Committee as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates our Board is well positioned to provide strategic advice and effective oversight to our management.
SKILLS/ EXPERIENCE
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CEO /Executive Management experience brings leadership qualifications and skills to help our Board advise, support and oversee our management team across a range of governance, strategic, operational and financial matters.
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Business Operations experience gives directors a practical understanding of developing, implementing and assessing our operating plan and business strategy.
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ESG experience strengthens our Board’s oversight of environmental, social, governance, enterprise risk and resilience matters to achieve strategic business imperatives and long-term value creation for shareholders within a sustainable business model.
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Other Public Company Board Service & Governance experience supports our goals of strong Board and management accountability, transparency and protection of shareholder interests.
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Technology experience provides an advantage in leveraging digital technology to drive competitive strategy, innovation, revenue growth and business performance.
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Financial/Capital Allocation experience is important in evaluating our financial statements and capital structure.
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Financial Expertise/Literacy experience is important because it assists our directors in understanding and overseeing our financial reporting and internal controls.
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REITs / Real Estate Industry experience is beneficial in understanding our investment opportunities, business model and structure and the issues facing real estate investment trusts.
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Human Capital Management/Compensation experience assists our Board in overseeing executive compensation, succession planning and retaining talent.
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16
REXFORD INDUSTRIAL

CORPORATE GOVERNANCE AND BOARD MATTERS
Director Nominees
Below is the biographical information about the director nominees, including the specific experience, qualifications, attributes and skills that led to our Board of Directors and Nominating and Governance Committee to conclude that each should be nominated to serve as a director.
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Robert L. Antin
INDEPENDENT
Founder and Former Chairman, Chief Executive Officer and President, VCA Inc.
Age: 72
Director since: IPO
Board committees:
Compensation (Chair)
Other public company directorships:
B. Riley Financial (NASDAQ: RILY);
Heska Corporation (NASDAQ: HSKA)
BACKGROUND
Board member since completion of 2013 IPO.
Founder of VCA Inc. (“VCA”), formerly a publicly traded national animal healthcare company purchased in 2017 by Mars Inc., providing veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market. Served as a CEO and President at VCA since its inception in 1986, and served as the Chairman of the Board from inception through September 2017.
President, Chief Executive Officer, a Director and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers from 1983-1985.
Officer of American Medical International, Inc., an owner and operator of health care facilities from 1978 - 1983.
EDUCATION
Bachelor’s degree from the State University of New York at Cortland.
MBA with a certification in hospital and health administration from Cornell University.
SKILLS AND QUALIFICATIONS
Extensive experience as an executive at a public company which enables him to make significant contributions to the deliberations of the Board, especially in relation to operations, financings and strategic planning.
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CEO/Executive Management
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ESG
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_fin-capallocationxbod.jpg
Financial/Capital Allocation
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_hcm-compexbod.jpg
Human Capital Management/Compensation
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_businessopsxbod.jpg
Business Operations
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_otherpubliccoxbod1.jpg
Other Public Company Board Service & Governance
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Financial Expertise/Literacy
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Michael S. Frankel
Co-Chief Executive Officer, Rexford Industrial Realty, Inc.
Age: 59
Director since: IPO
Board committees:
None
Other public company directorships: None
BACKGROUND 
Serves as Rexford Co-Chief Executive Officer and Board member since 2013 as part of Rexford formation transactions.
Served as Chief Financial Officer of one of the management companies acquired as part of our formation transactions and as Managing Partner of Rexford Industrial LLC and Rexford Sponsor LLC.
Career includes 18 years co-managing our predecessor and current businesses, which have exclusively focused on investing in infill Southern California industrial real estate.
Prior to Rexford:
Served with LEK Consulting, providing strategic advisory services to several of the world’s leading investment institutions.
Responsible for investments at the private equity firm “C3,” a subsidiary of the Comcast Corporation (NASD: CMCSA).
Vice President at Melchers & Co., a European-based firm, responsible for Melchers’ U.S.-Asia operations, principally based in Beijing.
Substantial international experience working in China, Southeast Asia and France, and speaks Mandarin and French.
Licensed real estate broker in the state of California and a member of the Urban Land Institute.
Serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley.
EDUCATION 
Bachelor of Arts degree in political economy from the University of California at Berkeley.
Masters of Business Administration from the Harvard Business School.
SKILLS AND QUALIFICATIONS 
Extensive executive management and finance experience in the real estate industry and an extensive knowledge of our Company and our operations.
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CEO/Executive Management
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ESG
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_financialxbod.jpg
Financial Expertise/Literacy
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Human Capital Management/Compensation
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Business Operations
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Financial/Capital Allocation
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REITs/Real Estate Industry
2022 PROXY STATEMENT
17

CORPORATE GOVERNANCE AND BOARD MATTERS
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Diana J. Ingram
INDEPENDENT
Consulting Director, Oracle Consulting
Age: 64
Director since: April 2018
Board committees:
Nominating and Corporate Governance (Chair)
Other public company directorships: None
BACKGROUND
Senior business development, sales, and marketing leader with extensive background in information technology in the U.S., Latin American and global markets.
Served as Consulting Director at Oracle Consulting since 2015, focused on helping corporate clients accelerate their transition to cloud computing and enhance their IT security posture.
Ran Ingram & Associates, an independent consulting firm based in Los Angeles from 2013-2015.
Executive Vice President and Head of Operations for the U.S. start-up of networking software company IBT /Realtime from 2012 to 2013. Held several key positions at IBM from 2004 to 2012, including Director of Security and Privacy Services, U.S.; Vice President of Global Sales for Wireless E-Business Solutions; Vice President of Telecommunications – Media Sector, Latin America and Director of Enterprise Content Management Software Sales, Americas.
Senior Vice President and General Manager of Operations, West Region at Kinko's Inc., now part of FedEx from 2002 to 2003, overseeing 600 retail stores and 20 commercial print production centers, generating more than $1 billion in revenue annually.
Serves on the boards of directors of Goodwill of Southern California (also serving as chair of the Diversity, Equity and Inclusion Committee), ECMC Group, Inc. and UCLA Foundation. Previous board service includes the International Women’s Forum, Southern California affiliate, Big Brothers Big Sisters, Los Angeles, the Los Angeles Urban League and the Coalition for Clean Air.
Associate member of the International Information System Security Certification Consortium (ISC)².
EDUCATION
Bachelor of Arts degree from Stanford University.
Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University.
SKILLS AND QUALIFICATIONS
Significant expertise in information technology and systems, service on other private boards and professional background and experience.
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CEO/Executive Management
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ESG
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Financial Expertise/Literacy
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Business Operations
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Technology
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Human Capital Management/Compensation
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Angela L. Kleiman
INDEPENDENT
Senior Executive Vice President and Chief Operating Officer, Essex Property Trust
Age: 52
Director since: December 2021
Board committees:
Audit
Other public company directorships: None
BACKGROUND
Senior Executive Vice President and Chief Operating Officer of Essex Property Trust (NYSE: ESS) (“Essex”), a fully integrated real estate investment trust (REIT) and an S&P 500 company, since January 2021 after serving as Executive Vice President and Chief Financial Officer from 2015 to 2020 and managing the Essex Private Equity platform from 2009 to 2015.
Prior to joining Essex, held roles in institutional investment management and investment banking including Senior Equity Analyst and Vice President of Investor Relations at Security Capital and Vice President within J.P. Morgan's Real Estate & Lodging Investment Banking Group.
Began her career in real estate development management in 1991.
Member of the National Association of Real Estate Investment Trusts (NAREIT) and the National Multifamily Housing Council.
EDUCATION
Bachelor of Science degree from Northwestern University.
Master of Business Administration degree from the Kellogg School of Management of Northwestern University.
SKILLS AND QUALIFICATIONS
Extensive real estate, finance and operations expertise and significant experience as an executive at a public real estate investment trust.
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CEO/Executive Management
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ESG
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Financial/Capital Allocation
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REITs/Real Estate Industry
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Business Operations
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Technology
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Financial Expertise/Literacy
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Human Capital Management/Compensation
18
REXFORD INDUSTRIAL

CORPORATE GOVERNANCE AND BOARD MATTERS
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Debra L. Morris
INDEPENDENT
Executive Vice President, Chief Financial Officer, Apria, Inc.
Age: 63
Director since: December 2020
Board committees:
Audit; Compensation
Other public company directorships: None
BACKGROUND 
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.
Prior to joining Apria, Inc., served as Chief Financial Officer—Americas for SITEL Worldwide Corporation, a global leader in business processing outsourcing, from 2010 to 2013.
Served as a Partner of Tatum LLC, a national executive services firm, from 2004 to 2010 and as a Director from 2008 to 2010 and provided interim and permanent Chief Financial Officer services for companies contracted with Tatum LLC including Life Masters Supported Selfcare and RelaDyne.
From 1999 to 2002, Chief Financial Officer of Caliber Collision Centers.
Earlier career in progressively more responsible roles with CB Richard Ellis, including as Executive Vice President—Global Marketing and Integration and Executive Vice President—Global Chief Accounting Officer.
Currently serves on the board and chairs the Audit Committee of ALC Schools, a provider of alternative student transportation for school districts nationwide.
EDUCATION
Bachelor of Science in Business Administration from Colby Sawyer College in New London, New Hampshire.
SKILLS AND QUALIFICATIONS
Extensive finance and accounting expertise and extensive leadership experience.
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CEO/Executive Management
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ESG
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_fin-capallocationxbod.jpg
Financial/Capital Allocation
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_reitsxbod.jpg
REITs/Real Estate Industry
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Business Operations
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Technology
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Financial Expertise/Literacy
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Human Capital Management/Compensation
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Tyler H. Rose
LEAD INDEPENDENT DIRECTOR 
President, Kilroy Realty Corporation
Age: 61
Director since: February 2015
Board committees:
Audit (Chair); Nominating and Corporate Governance
Other public company directorships: None
BACKGROUND
Appointed Lead Independent Director.
Serves 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.
Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. from 1995 to 1997, and appointed Treasurer in 1996.
Vice President, Corporate Finance of The Irvine Company from 1994 to 1995.
Served in Real Estate Corporate Finance Group at J.P. Morgan & Co., from 1986-1992 and Vice President of the Australia Mergers and Acquisitions Group from 1992-1994. 
Early in career, served as a financial analyst for General Electric Company.
Serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley.
EDUCATION 
Bachelor of Arts degree in Economics from the University of California, Berkeley.
Business Administration degree from The University of Chicago Booth School of Business.
SKILLS AND QUALIFICATIONS
Extensive real estate, finance and accounting expertise and extensive experience as an executive at a public real estate investment trust.
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CEO/Executive Management
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_esgxbod.jpg
ESG
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_financialxbod.jpg
Financial Expertise/Literacy
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_hcm-compexbod.jpg
Human Capital Management/Compensation
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Business Operations
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_fin-capallocationxbod.jpg
Financial/Capital Allocation
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_reitsxbod1a.jpg
REITs/Real Estate Industry
2022 PROXY STATEMENT
19

CORPORATE GOVERNANCE AND BOARD MATTERS
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Howard Schwimmer
Co-Chief Executive Officer, Rexford Industrial Realty, Inc.
Age: 61
Director since: IPO
Board committees:
None
Other public company directorships: None
BACKGROUND
Serves as our Co-Chief Executive Officer and as a Board member since 2013 as part of our formation transactions.
Served as Co-Founder and Senior Managing Partner of Rexford predecessor business since December 2001 and President of one of the management companies acquired as part of Rexford formation transactions.
Served at various times as manager, executive vice president and broker of record for DAUM Commercial Real Estate from 1983-2001.
Forty-year professional career dedicated entirely and exclusively to Southern California infill industrial real estate, including its acquisition, value-add improvement, management, sales, leasing and disposition.
Extensive experience forming private and public real estate investment companies, managing real estate brokerage offices, serving on private, public and charitable boards and acquiring, repositioning, developing, leasing, selling and adding value to over 50 million square feet of industrial properties in Southern California.
Serves on the USC Lusk Center Real Estate Leadership Council, is a former Board Chair of USC Hillel, and is the Chair of the Los Angeles Jewish Federation, Real Estate Principals Organization.
Licensed California real estate broker.
EDUCATION
Bachelor’s degree from the University of Southern California majoring in business with an emphasis in real estate finance and development.
SKILLS AND QUALIFICATIONS
Extensive executive management experience in the real estate industry and extensive knowledge of our Company and our operations.
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CEO/Executive Management
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ESG
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Financial Expertise/Literacy
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Human Capital Management/Compensation
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Business Operations
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Financial/Capital Allocation
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REITs/Real Estate Industry
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Richard Ziman
Chairman of the Board, Rexford Industrial Realty, Inc.
Age: 79
Director since: IPO
Board committees:
None
Other public company directorships: None
BACKGROUND
Serves as the Chairman of the Board since 2013 as part of the formation transactions in connection with IPO.
Served as the Co-Founder and Chairman of Rexford predecessor business from inception in 2001.
Industrial real estate experience comprises over forty years of industrial real estate investment experience overseeing his personal, family and foundation-related investments in Southern California.
Founding Chairman and CEO of Arden Realty, Inc., a real estate investment firm focused on the commercial office real estate markets in infill Southern California from 1990-2006, when it was sold to GE Real Estate.
Co-founded AVP Advisors, LLC and AVP Capital, LLC, the exclusive advisor to American Value Partners, a real estate fund of funds deploying capital on behalf of pension funds throughout the United States in 2006.
Serves on the boards of directors of The Rosalinde and Arthur Gilbert Foundation and The Gilbert Collection Trust.
Practiced law as a partner of the law firm Loeb & Loeb from 1971 to 1980, specializing in transactional and financial aspects of real estate.
Established and endowed the Richard S. Ziman Center for Real Estate at the Anderson Graduate School of Management at the University of California at Los Angeles in 2001.
EDUCATION
Bachelor’s degree and Juris Doctor degree from the University of Southern California.
SKILLS AND QUALIFICATIONS
Extensive executive management experience in the industrial real estate industry and in public companies and extensive knowledge of our Company and our operations.
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CEO/Executive Management
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ESG
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Financial/Capital Allocation
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REITs/Real Estate Industry
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Business Operations
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Other Public Company Board Service & Governance
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Financial Expertise/Literacy
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Human Capital Management/Compensation
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REXFORD INDUSTRIAL

CORPORATE GOVERNANCE AND BOARD MATTERS
Current Director Not Standing for Reelection
Mr. Peter Schwab will retire from the Board effective at the Annual Meeting. The Board thanks Mr. Schwab for his distinguished service to the Company throughout the years.
Board Diversity
The drive to live and work with integrity is embedded in who we are as a company. Our culture of respect and excellence goes hand in hand with high standards of ethics, transparency and accountability. Our commitment to diversity begins with the Rexford Board. Our Board believes that diverse perspectives contribute to the effective decision-making that drives long-term value. Below presents a snapshot of the composition of our Board immediately following the Annual Meeting.
GENDERETHNICITY/RACEAGETENURE
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Board Evaluation and Selection
Nomination Process for Director Candidates
The Nominating and Corporate Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Nominating and Corporate 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.
Assessment of Board Composition
The Nominating and Corporate 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 Nominating and Corporate Governance Committee initiates a search. As a part of the search process, the Nominating and Corporate 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.
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.
2022 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
Identification and Consideration of New Nominees
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Review Desired Skills/ExperienceDirector Nominee SearchEvaluation of CandidatesRecommendations
to Board
The Nominating and Corporate Governance Committee will evaluate needs of the Board and Company, and consider any necessary updates to Board composition and planning.
Potential candidates are recommended by:
Directors
Senior Management
Search Firms
Shareholders
The Nominating and Corporate Governance Committee will evaluate potential qualified candidates and conduct interviews.The Nominating and Corporate Governance Committee will analyze background, independence and other qualifications of candidates and recommend potential nominees to the Board.
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Selection by Board
The Board will evaluate and select director nominees based on the recommendations by the Nominating and Corporate Governance Committee, including additional interviews if appropriate.
When considering a candidate, the Nominating and Corporate Governance Committee reviews the candidate’s experiences, skills and characteristics. The Nominating and Corporate 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 Nominating and Corporate Governance Committee Chairwoman, and, to the extent practicable, the other members of the Nominating and Corporate Governance Committee, and may be interviewed by other directors and members of senior management as desired. In addition, the General Counsel and Secretary conducts a review of the director questionnaire submitted by the candidate. The Nominating and Corporate 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, 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 Nominating and Corporate Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

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REXFORD INDUSTRIAL

CORPORATE GOVERNANCE AND BOARD MATTERS
Stockholder Nominations
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 Chairwoman 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 Nominating and Corporate Governance Committee for that annual meeting.
Corporate Governance
Board Structure and Composition
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:
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https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-pg15_iconxcheckmark.jpg    Of the nine persons who currently serve on our Board, our Board has determined that six, or 66.7%, of our directors satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Exchange Act; the size of the Board will be reduced to eight directors as of the date of the Annual Meeting, with five, or 62.5%, of our directors satisfying such independence standards;
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https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-pg15_iconxcheckmark.jpg    We have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law (the “MGCL”); and
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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 presided over by the lead independent director without the presence of our corporate officers or non-independent directors.
Board Leadership Structure
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. The Chairman role is balanced by the number of independent directors serving on our Board, our independent committee Chairs and our Lead Independent Director.
2022 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
Lead Independent Director
Our Corporate Governance Guidelines provide that if the Chairman is not an Independent Director, the Board may annually appoint from amongst the Independent Directors a Lead Independent Director. Mr. Rose is currently our Lead Independent Director and brings to this role considerable skills and experience, as described above in his background section. The role of our Lead Independent Director is designed to further promote the independence of our Board and appropriate oversight of management and to facilitate free and open discussion and communication among the Independent Directors.
The responsibilities of our Lead Independent Director are clearly delineated in our Corporate Governance Guidelines and include:
Advise on Board agenda, meeting materials and informational needs overseeing the conduct of the Company's business and evaluating whether the Company's business is being properly managed;
Advise on information flow to the Board between regular meetings, including the scope, quality, quantity and timeliness of such information;
Call and preside over executive sessions of the independent directors of the Board;
Communicate feedback from executive sessions of the independent directors of the Board to management and the Chair of the Board; and
Perform such other duties as the Board may delegate from time to time.
We believe this current leadership structure with a Chairman and a Lead Independent Director enhances our Board’s ability to provide insight and direction on important strategic initiatives and, at the same time, promotes effective and independent oversight of management and our business.
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.
Board Independence
NYSE rules require companies whose securities are traded on the NYSE to have a majority of independent directors. These rules describe certain relationships that prevent a director from being independent and require a company’s board of directors to make director independence determinations in all other circumstances. The Company has also decided that no more than three management executives who are employed by the Company or who were employed by the Company in the previous three years may serve on the Board at the same time.
In accordance with the NYSE rules, the Board undertakes an annual review to determine which of its directors are independent. The review generally takes place in the first quarter of each year; however, directors are required to notify the Company of any changes that occur throughout the year that may impact their independence.
Based on the Board’s review, the Board has determined that six, or 66.7%, of our current nine directors are independent. The size of the Board will be reduced to eight directors as of the date of the annual stockholder meeting, with five, or 62.5%, of our directors being independent.
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REXFORD INDUSTRIAL

CORPORATE GOVERNANCE AND BOARD MATTERS
Meetings and Attendance
The Board held four regularly scheduled meetings in 2021 to review significant developments, engage in strategic planning and act on matters requiring Board approval. Each incumbent director attended 100 percent of the Board meetings and the meetings of committees on which he or she served, during the period that he or she served in 2021. The Board also acted by unanimous written consent on five occasions.
2021 Board Meetings 4
2021 Committee Meetings (Total) 12
2021 Director Attendance 100%
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. During 2021 we did not have a lead independent director and so our independent directors selected Peter Schwab to preside over executive sessions of the Board. Beginning April 2022, our lead independent director, Mr. Rose, presides over executive sessions of the Board.
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. Six of our directors attended our 2021 Annual Meeting of Stockholders.
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
Members
Tyler H. Rose (Chair)
Debra L. Morris
Peter E. Schwab
Angela Kleiman
Attendance: 100%
Meetings in 2021: 4
Acted by Unanimous Written Consent: 1
Report: Page 33
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.
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 further determined that each of Mr. Rose, Ms. Kleiman and Ms. Morris qualify as an “audit committee financial expert” as that term is defined by applicable SEC regulations and NYSE corporate governance listing standards.
2022 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
Compensation Committee
Members
Robert L. Antin (Chair)
Debra L. Morris
Peter E. Schwab
Attendance: 100%
Meetings in 2021: 4
Acted by Unanimous Written Consent: 8
Report: Page 52
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”).
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
Members
Diana J. Ingram (Chair)
Tyler H. Rose
Peter E. Schwab
Attendance: 100%
Meetings in 2021: 5
Acted by Unanimous Written Consent: 2
We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Nominating and Corporate 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;
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 ESG Committee, which oversight role was established pursuant to Board action.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Shareholder Engagement
Robust shareholder engagement is valued at Rexford and we are committed to continuous engagement. We believe strong corporate governance includes proactive outreach and engagement to seek shareholder insights and to address inquiries. We maintain active and continuous dialogue with shareholders to ensure we consider a diversity of perspectives on topics including strategy, business performance, risk, human capital management, compensation practices and a broad range of ESG related discussions.
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WHO WE
ENGAGED WITH
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HOW WE ENGAGED
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FEEDBACK
Stockholders representing
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of our outstanding stock participated in meetings
In-person and virtual one-on-one meetings with U.S. and international investors
Investor and industry conferences
Property tours
ESG focused meetings
Sell-side analysts meetings
Quarterly earnings conference calls
We consider and share our shareholder feedback and trends and developments about corporate governance matters and other various topics with our Board and its Committees as we seek to enhance our governance and sustainability practices and improve our public disclosures.
Communications with the Board
Stockholders and other interested parties may write to the entire Board, the Lead Independent Director 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 Lead Independent Director, 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 Lead Independent Director, 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, the Lead Independent Director or any other director. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Chairman, the Lead Independent Director 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, the Lead Independent Director and any other independent director on request. The independent directors grant 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.
2022 PROXY STATEMENT
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CORPORATE GOVERNANCE AND BOARD MATTERS
Board Risk Oversight
Strategic and Risk Oversight
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BOARD
The Board is primarily responsible for overseeing the Company’s risk management processes. A portion of this responsibility has been delegated by the Board to each of the committees of the Board with respect to the assessment of the Company’s risks and risk management in its respective areas of oversight. The focus of each of the committees with respect to risk management is highlighted below.
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AUDIT
COMMITTEE
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COMPENSATION
COMMITTEE
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NOMINATING AND CORPORATE GOVERNANCE 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
Risk oversight includes climate related risk and cybersecurity
Monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function
Is responsible for reviewing related party transactions as described below under “Review and Approval of Transaction with Related Persons”
Assesses and monitors, with input from our management, whether any of our compensation policies and programs has the potential to encourage excessive risk-taking
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
Oversees Board processes
Oversees governance-related risks
Monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct
Assesses disclosure of ESG and climate change matters
Oversees the Company’s culture, policies and strategies related to human capital management, including with respect to diversity and inclusion and pay equity
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MANAGEMENT
Management identifies material risks, implements appropriate risk management strategies and integrates risk management into our Company processes and strategies. Management ensures that material risks are communicated to senior executives and the Board.
Both our Board and management have key responsibilities in strategic oversight and managing risk throughout the Company, as described below. Oversight of risks inherent in their respective areas of oversight are delegated to the various Board committees, with reporting of key strategies and risks to our Board at each quarterly Board meeting. Our Board believes that this structure is conducive to its risk oversight process.
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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 Nominating and Corporate Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. Audit Committee provides direct oversight of financial risk exposures, including management’s actions related to the Company’s exposure to climate related risk.
Human Capital Oversight
Our Board provides oversight of human capital management, receiving and discussing human resources updates during each quarterly Board meeting. The Nominating and Corporate Governance Committee provides direct oversight the Company’s culture, policies and strategies related to human capital management, including with respect to diversity and inclusion and other development initiatives, pay equity and employee engagement, excluding the compensation matters that are the express responsibility of the Board’s Compensation Committee pursuant to its charter.
Environmental Stewardship and ESG Oversight
Our Board oversees ESG, receiving and discussing ESG updates during each quarterly Board meeting. Additionally, in 2020 we established an ESG Committee that reports to our co-CEO’s. This committee’s role is to define and lead the Company’s ESG strategy and execution, assist and inform senior management, the Nominating and Corporate Governance Committee, and quarterly the Board on ESG reporting matters and our ESG program. The Nominating and Corporate Governance Committee provides direct oversight of the Company’s culture, policies and strategies related to human capital management, including with respect to diversity and inclusion and other development initiatives, pay equity and employee engagement, excluding the compensation matters that are the express responsibility of the Board’s Compensation Committee pursuant to its charter.
Cybersecurity Oversight
Board oversight of cybersecurity is enhanced through ongoing engagement by our independent director with information security experience who serves as the chairperson of our Nominating and Corporate Governance Committee. This director and a member of our Audit Committee provide director level oversight of information security and receive quarterly information security reports. The full Board receives information security updates at least annually from senior leadership. As part of its overall financial risk assessment, our Audit Committee reviews the Company’s cybersecurity, data privacy and other information technology risks, strategies to protect the Company’s business systems and information and responds to incidents.
Other Governance Principles
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. (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;
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CORPORATE GOVERNANCE AND BOARD MATTERS
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.
Director Compensation
The Compensation Committee with its independent compensation consultant conducts a review of our non-employee director compensation program on an annual basis, using the same peer group of similarly sized REITS/peers that are used for executive compensation comparisons. Any recommended changes to the program are then presented to the Board for their consideration and approval.
Our Board has approved a compensation program for our non-employee directors, which was in effect for calendar year 2021 (the “Director Compensation Program”). Our Co-CEOs do not receive any additional compensation for serving as directors. The Director Compensation Program consists of annual cash retainers and annual equity awards. The material terms of the Director Compensation Program are described below.
Elements of 2021 Non-Employee Director Compensation
Under the Director Compensation Program, for 2021, non-employee directors received:
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We did not have a lead independent director in 2021, but, in 2022, Mr. Rose was appointed as the Board’s lead independent director. The annual cash retainer for the lead independent director is $10,000 (pro-rated for partial years of service).
Annual cash retainers for 2021 were paid quarterly in arrears. Each non-employee director serving on the Board as of the date of any annual meeting of stockholders who is re-elected for another year of service at such annual meeting is granted a restricted stock award on the date of the applicable annual meeting. Annual restricted stock awards made to non-employee directors in connection with our 2021 annual meeting had an approximate grant-date value of $110,000. Starting with our 2022 annual meeting, annual restricted stock awards will have an approximate value of $140,000. If a non-employee director is initially elected or appointed to serve on the Board during a term, he or she is granted (on the date of such initial election or appointment) a prorated portion of the annual restricted stock award. Each annual or prorated initial restricted stock award vests in full on the earlier of (1) the date of the annual meeting next following the grant date (regardless of whether the director is re-elected at such meeting, so long as the director serves through such meeting) and (2) the first anniversary of the grant date, subject to continued service through such meeting or such first anniversary, as applicable.
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CORPORATE GOVERNANCE AND BOARD MATTERS
2021 Director Compensation Table
The following table provides details regarding the 2021 compensation of our non-employee directors:
Name(1)
Fees Earned or
Paid in Cash
($)(3)
Stock Awards ($)(4)
Total ($)
Robert L. Antin100,000 109,964 209,964 
Diana J. Ingram95,000 109,964 204,964 
Angela L. Kleiman(2)
— 45,827 45,827 
Debra L. Morris102,500 109,964 212,464 
Tyler H. Rose112,500 109,964 222,464 
Peter E. Schwab(2)
110,000 109,964 219,964 
Richard Ziman155,000 109,964 264,964 
(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 24, 2021, (i) Mr. Schwab provided notice to the Company of his decision not to stand for re-election to the Board and to retire at the end of his term and (ii) Ms. Kleiman was appointed to the Board effective December 31, 2021.
(3)Amounts reflect, as applicable, annual cash retainers and committee chair fees, in each case, which were paid in respect of 2021 services. For all directors, fourth quarter 2021 fees were paid in January 2022.
(4)Represents 1,873 shares of restricted common stock granted to each of Messrs. Antin, Rose, Schwab and Ziman and Mses. Ingram and Morris on June 17, 2021, and a prorated grant of 565 shares of restricted stock granted to Ms. Kleiman on December 31, 2021. Amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2021, 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 17, 2022. As of December 31, 2021, Messrs. Antin, Rose, Schwab and Ziman and Mses. Ingram and Morris each held 1,873 shares of our restricted common stock, and Ms. Kleiman held 565 shares of our restricted stock.
Director Stock Ownership Guidelines
In December 2021, we adopted revised stock ownership guidelines for our non-employee directors that increased their respective stock ownership requirements. Pursuant to the revised guidelines, our non-employee directors are required to hold a number of shares of Company stock having a market value equal to or greater than five times their annual cash retainer (not including any additional committee retainers and/or lead independent director retainers), increased from the prior requirement of three times their annual cash retainer. Our current non-employee directors have until December 31, 2026 to achieve these stock ownership requirements or, in the case of a new non-employee director, five years from his or her initial election to the Board. As of May 2, 2022, all our non-employee directors satisfied the stock ownership guidelines or had time remaining under the five-year period since first becoming a director to acquire the applicable level of ownership.
DIRECTOR STOCK OWNERSHIP GUIDELINES
5x
Annual cash retainer
2022 PROXY STATEMENT
31


Audit Committee Matters
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, 2022. Ernst & Young LLP has served as our independent registered public accounting firm since 2012, prior to our initial public offering. In order to ensure continuing auditor independence, the Audit Committee and Ernst & Young LLP rotate the lead audit engagement partner every five years.
Annual Evaluation and Selection of Independent Auditors
The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to re-appoint Ernst & Young LLP for 2022, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young LLP, the appropriateness of Ernst & Young LLP’s fees and the quality and candor of Ernst & Young’s communications with the Audit Committee and management.
Benefits of Tenure
The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent public accountant is in the best interest of the company and our stockholders. The benefits of tenure include the following:
Higher audit quality through deeper knowledge of our business, accounting policies and practices, and internal control over financial reporting.
Consistency in critical focus areas and communications to Audit Committee and Board.
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.
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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, 2022.
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AUDIT COMMITTEE MATTERS
Principal Accountant Fees and Services
Ernst & Young LLP’s fees for the fiscal years ended December 31, 2021 and 2020 were as follows:
Fiscal Year Ended December 31
20212020
Audit Fees$1,382,000 $1,309,000 
Audit-Related Fees2,000 2,000 
Tax Fees661,000 641,000 
All Other Fees— — 
Total Fees$2,045,000 $1,952,000 
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.
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.
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.
2022 PROXY STATEMENT
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AUDIT COMMITTEE MATTERS
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, 2021 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 (“PCAOB”). 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 PCAOB 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, 2021 filed with the Securities and Exchange Commission.
The foregoing report has been furnished by the Audit Committee as of May 2, 2022.
Tyler H. Rose, Chairman
Angela L. Kleiman
Debra L. Morris
Peter E. Schwab
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REXFORD INDUSTRIAL


Executive Compensation Matters
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. The Company has previously determined to hold a “say-on-pay” advisory vote every year. As discussed in Proposal 4 below, the Board is recommending that our stockholders vote for “ONE YEAR” as the frequency of our future say-on-pay votes. Unless the Board modifies its determination on the frequency of future “say-on-pay” advisory notes, our next advisory “say-on-pay” vote (following the non-binding “say-on-pay” advisory vote at this Annual Meeting) is expected to occur at our 2023 annual meeting of stockholders.
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, 2021, 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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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, 2021, as more fully disclosed in this Proxy Statement.
2022 PROXY STATEMENT
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EXECUTIVE COMPENSATION MATTERS
Executive Officers
With respect to our fiscal year 2021, Rexford Industrial Realty, Inc.’s executive officers are as follows:
NamePositionAge
Howard SchwimmerCo-Chief Executive Officer and Director61
Michael S. FrankelCo-Chief Executive Officer and Director59
Laura ClarkChief Financial Officer42
David LanzerGeneral Counsel and Secretary49
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 pages 20 and 17, respectively under the heading “Director Nominees”:
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Laura Clark
Chief Financial Officer
Age: 42
BACKGROUND
Serves as our Chief Financial Officer since September 2020.
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 from 2017-2020 and Vice President, Financial Services from 2012-2017, overseeing all operational analysis, budgeting and reporting for the West region portfolio.
Prior roles include institutional sales and equity research at Green Street Advisors, Vice President, Capital Markets at Iron Tree Capital and Vice President at Inland Capital Markets Group.
Holds the Chartered Financial Analyst (CFA) designation.
Brings to the Company 20 years of finance, accounting, real estate and operations experience.
EDUCATION
Bachelor of Science degree in finance from DePaul University Chicago.
Master of Business Administration degree from Ball State University.
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David Lanzer
General Counsel and Secretary
Age: 49
BACKGROUND
Serves as our General Counsel and Secretary since March 2016.
Served as First Vice President and Senior Counsel of Prologis, Inc. (NYSE: PLD), the world’s largest industrial real estate investment trust from 2010-2016.
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 from 2002-2009.
Began legal career as an attorney with the Indianapolis law firm of Wooden & McLaughlin LLP.
Brings to the Company 24 years of real estate and legal experience.
EDUCATION
Bachelor of Arts, with distinction, in Political Science at Purdue University, West Lafayette.
Doctor of Jurisprudence at Indiana University, Bloomington.
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REXFORD INDUSTRIAL

EXECUTIVE COMPENSATION MATTERS
Compensation Discussion and Analysis
The “Compensation Discussion and Analysis” section of this Proxy Statement presents the detailed compensation arrangements for our NEOs for fiscal year 2021, which were determined by the Compensation Committee. For the fiscal year ended December 31, 2021, our NEOs and their titles were as follows:
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https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-pg39_photoxmichaelsfrankel.jpg
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Howard Schwimmer
Michael S. FrankelLaura ClarkDavid Lanzer
 Co-Chief Executive Officer
 Co-Chief Executive OfficerChief Financial OfficerGeneral Counsel and Secretary
Compensation Philosophy and Objectives
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.
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 2021 that only provides tangible value to our executives upon the creation of significant absolute stockholder value (measured by absolute TSR and relative TSR performance) and growth in core funds from operations (“FFO”) per diluted share (discussed below) over a three-year performance period.
Approximately 92% of the 2021 target pay opportunity for our Co-Chief Executive Officers was variable and/or at-risk subject to the achievement of meaningful Company and/or individual performance goals.
In 2021, we established a short-term incentive bonus program that directly tied 70% of our NEO’s annual cash bonuses to pre-established formulaic quantitative performance goals and 30% to qualitative performance measures and included stated threshold, target and maximum payouts for each NEO.
2022 PROXY STATEMENT
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EXECUTIVE COMPENSATION MATTERS
2021 Compensation Highlights
The key elements of our 2021 compensation program for our NEOs are as follows:
Pay Element AllocationCompensation Type
CEOAverage Other NEOsObjectiveKey Characteristics
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https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-a40_06.jpg
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_paymixxsalaryxceo.jpg
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_paymixxsalaryxneo.jpg
Fixed
Cash
Provide base pay level that is commensurate with our NEOs’ positions and provide competitive fixed pay to attract and retain our NEOs.Reviewed annually and adjusted when appropriate.
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https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-a40_16.jpg
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_paymixxannualbonu.jpg
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_paymixxannualbonuc.jpg
Variable
Incentive
Cash and Equity
Incentivize the attainment of short-term Company objectives (that align the interests of our NEOs with those of our stockholders) and individual contributions to the achievement of those objectives for the year.
Variable compensation weighted 70% on pre-established quantitative measures:
Core FFO per diluted Share (35%)
Consolidated Portfolio NOI Growth (35%)
Weighted 30% on qualitative measures in recognition of the unique challenges of managing the Company through the ongoing COVID-19 pandemic.
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Service-Vesting LTIP UnitsVariable
Incentive
Equity
Align the interests of NEOs with long-term stockholder value.
Promote retention by requiring continued employment over a multi-year period as a condition to vesting.
Grant size was determined based on a detailed retrospective review of the Company’s overall annual performance and the compensation levels of the individual NEO in comparison to our Executive Compensation Peer Group.
Vest ratably over a three-year period.
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Performance-Vesting LTIP Units
Variable Incentive
At-Risk Equity
Motivate and reward NEOs for performance on key long-term measures.
Enhance the overall pay-for-performance structure of our executive compensation program and align the interests of NEOs with long-term stockholder value.
Promote retention by requiring continued employment over a multi-year performance period.
Only provides tangible value upon the creation of meaningful long-term stockholder value and growth in Core FFO per diluted share above specified hurdles over a three-year performance period.
2021 awards are based on achievement of:
Company’s absolute TSR
Company’s TSR performance relative to a peer group (the Dow Jones Equity All REIT Index)
Company’s growth in Core FFO per diluted share
Cliff vest following the end of a three-year performance period.
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_paymixxperformancd.jpg
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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’ target total direct compensation is variable and/or at-risk subject to the Company’s performance and continued employment over applicable earnings/vesting periods. Although the Compensation Committee does not target any particular percentile of our Executive Compensation Peer Group, the overall compensation program is designed to result in total direct compensation that is at the high end of the peer range and attractive relative to compensation available at competitors if the Company’s performance exceeds expectations and is above that of our peers. Conversely, if the Company’s performance is below expectations and peer levels, the intended result is total direct compensation that is at the low end of the peer range and is less than those amounts paid at our peers.
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REXFORD INDUSTRIAL

EXECUTIVE COMPENSATION MATTERS
Total direct compensation refers to the compensation required to be disclosed in our Summary Compensation Table for 2021, excluding 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 immateriality of such amounts as compared to overall CEO compensation.
The following chart shows the allocation of the fiscal year 2021 target total direct compensation for the Co-Chief Executive Officers.
2021 TARGET TOTAL DIRECT COMPENSATION - CO-CEOs

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Stockholder Engagement; Say-on-Pay Vote
At the Company’s 2021 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, 2021, we have engaged with stockholders who together own nearly 87% 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 2021 without making any significant changes compared to our executive compensation program for 2020. 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.

2022 PROXY STATEMENT
39

EXECUTIVE COMPENSATION MATTERS
Our Compensation Best Practices
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:
WHAT WE DO
WHAT WE DON’T DO
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo4.jpg    Align compensation design and practices with stockholder long-term interests and pay and performance
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedontdo.jpg    Maintain compensation programs that encourage excessive risk taking
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Provide significant variable pay linked to performance
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedontdo.jpg    Allow hedging or pledging of company stock
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Use an independent compensation consultant
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedontdo.jpg    Provide excise tax gross-ups
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Review our peer group annually
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedontdo.jpg    Pay any significant or excessive perquisites
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Double-trigger change-in-control provisions
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Minimum stock ownership guidelines
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Have a compensation clawback policy for NEOs
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-icon_whatwedo.jpg    Regular engagement with investors
Our Focus on Pay-for-Performance
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:
Our Compensation Decision Making Framework
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 the long-term interests of the Company and its stockholders.
+
Provide total direct compensation to our NEOs that is competitive with total direct compensation paid by real estate investment trusts comparable 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. Short-term incentive 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.

40
REXFORD INDUSTRIAL

EXECUTIVE COMPENSATION MATTERS
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.
Roles and Responsibilities
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 target 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
In 2021, the Compensation Committee engaged the continued services of outside independent compensation consultant, Ferguson Consulting. Ferguson Consulting was engaged to assist the Compensation Committee in determining the appropriate amounts, types and mix of compensation for our executive officers in order to achieve the overall objectives as described above. The Compensation Committee, with the help of Ferguson Consulting, reviews the compensation practices of other REITs/peers in order to evaluate market trends and compare our compensation programs with our competitors. Based in part on this data and analysis provided by Ferguson 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 2021 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 salary and target short-term incentive cash bonus compensation to be set for each NEO as well as the amount of target long-term equity awards to be granted to each NEO. Based on the Company’s and each individual’s overall performance relative to the Executive Compensation Peer Group and the unique circumstances associated with any individual executive, the Compensation Committee in consultation with Ferguson Consulting determines an appropriate level of target total direct annual compensation, although no particular Executive Compensation Peer Group percentile is targeted for any of our NEOs. The Compensation Committee considered Ferguson Consulting recommendations and peer group analysis when determining base salaries, annual incentives and long-term incentives.
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 2021 were limited to review and advice with respect to matters related to structuring and implementing our executive compensation program, director compensation program and with respect to the 2021 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 2021. 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.

2022 PROXY STATEMENT
41

EXECUTIVE COMPENSATION MATTERS
Importance of the Peer Group
Based upon the recommendations of Ferguson Consulting, the Company considered the following parameters in selecting our Executive Compensation Peer Group:
Include industrial-focused REITs and real estate companies that invest in properties in high barrier-to-entry markets, including diversified REITs with a large industrial portfolio; and
Include additional REITs comparable in terms of size within an approximate range of 0.25x to 3.00x the size of the Company in terms of implied equity market capitalization (approximately $3 billion - $40 billion).
Benchmark utilizing an assessment of the average of the two senior-most NEOs across the Executive Compensation Peer Group as reference points relative to the Company’s Co-CEO structure.
In 2021, the following changes were made to the Executive Compensation Peer Group.
Peers removed from the Executive Compensation Peer Group
Peers added to the Executive Compensation Peer Group
-+
None
Alexandria Real Estate Equities, Inc.
Boston Properties, Inc.
There were no peers removed in the latest Executive Compensation Peer Group assessment, although VEREIT, Inc., will be removed next year due to its recently being acquired. Alexandria Real Estate Equities, Inc. and Boston Properties, Inc. were added to the Executive Compensation Peer Group based on their appropriate size and operations in high barrier-to-entry markets.
The following table provides a current list of each company in our Executive Compensation Peer Group and a summary of the parameters that qualifies each company as an appropriate peer:
Company
Implied Equity
Market Cap
($ million)(1)
Peer Based on
Size Parameter of
$3B - $40B
Peer Based on Industrial Portfolio Parameter
Alexandria Real Estate Equities, Inc.35,237.5 ü
Duke Realty Corporation25,354.6 üü
Boston Properties, Inc.19,872.5 ü
Rexford Industrial Realty, Inc.13,519.2 
STORE Capital Corporation9,403.9 üü
EastGroup Properties, Inc.9,378.9 üü
First Industrial Realty Trust. Inc.8,917.4 üü
Americold Realty Trust8,797.0 üü
Vornado Realty Trust8,662.8 ü
STAG Industrial, Inc.8,601.1 üü
Kilroy Realty Corporation7,816.7 ü
Douglas Emmett, Inc.6,888.6 ü
PS Business Parks, Inc.6,426.6 üü
Terreno Realty Corporation6,354.4 üü
SL Green Realty Corp.4,662.0 ü
Lexington Realty Trust4,446.8 üü
Hudson Pacific Properties, Inc.3,763.8 ü
Kennedy-Wilson Holdings, Inc.3,294.4 ü
VEREIT, Inc. (2)
N/A üü
(1)Per S&P Global Market Intelligence; as of December 31, 2021. Implied equity market cap is calculated as follows: (common shares outstanding + convertible operating partnership units outstanding) multiplied by closing stock price on December 31, 2021.
(2)VEREIT, Inc. was acquired by Realty Income in November 2021. Implied equity market cap on last day of trading was $11,526 ($ millions).
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EXECUTIVE COMPENSATION MATTERS
Compensation Risk Assessment
Consistent with SEC disclosure requirements, our Compensation Committee, with input from our management, assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. In considering our employee compensation policies and practices, the Compensation Committee reviews our policies related to payment of salaries and wages, benefits, bonuses, stock-based compensation and other compensation-related practices and considers the relationship between risk management policies and practices, corporate strategy and compensation. We do not believe that our compensation program creates risks that are reasonably likely to have a material adverse effect on the Company.
In reaching our conclusion, we considered the following aspects of our executive compensation plans and policies among others:
We evaluate performance based upon the achievement of a variety of business objectives and goals;
We use a balanced equity compensation mix comprised of performance-based and time-based full value equity awards that lessens the likelihood that executives will take unreasonable risks to keep their equity awards “in-the-money,” as may be the case with equity compensation programs that rely solely on leveraged market-based equity compensation vehicles such as stock options;
We provide a significant portion of incentive compensation in the form of long-term incentive awards. The amounts that ultimately may be earned are tied to how we perform over a multi-year period, which focuses management on sustaining our long-term performance;
We structure payouts under our performance-based awards based on achieving a minimum level of performance, so that some compensation is awarded at levels below full target achievement rather than an “all-or-nothing” approach;
We provide a significant portion of each executive’s annual compensation in the form of equity-based compensation, and executives are required to maintain sizable holdings of equity in the Company under the terms of our equity ownership guidelines, which aligns an appropriate portion of their personal wealth to our long-term performance; and
We adopted a “clawback” policy described below for recoupment of incentive payments made to our executive officers if payment was based on having met or exceeded performance expectations during a period for which the 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.
Accordingly, although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe our executive compensation programs are appropriately structured and do not pose a material risk to the Company.
Elements of Our Compensation
The Company’s primary components of compensation for its executive officers continued in 2021 to be base salary, annual short-term incentive 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.
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 most of their overall targeted compensation in a form other than base pay. Although the Compensation Committee does not set base salary levels equal to any specific percentile of base salaries paid to comparable officers in the Executive Compensation Peer Group, the NEOs are paid an amount in the form of base pay within a competitive range of base salaries paid to such comparable officers in the Executive Compensation Peer Group and sufficient to attract skilled executive talent and maintain a stable management team.
2022 PROXY STATEMENT
43

EXECUTIVE COMPENSATION MATTERS
In 2021, the Compensation Committee approved increases to the base salaries of our NEOs, by 11% relative to 2020 for Messrs. Schwimmer and Frankel, by 37% relative to 2020 for Ms. Clark, and by 13% relative to 2020 for Mr. Lanzer based on the Company’s and each individual’s overall performance relative to the Executive Compensation Peer Group and significant growth in Company size based on the Company’s market capitalization. Further to Ms. Clark’s increase, it was determined that her base salary was under market in comparison to peers and a larger increase (in comparison to the other NEOs) was appropriate to maintain competitiveness and internal parity.
Named Executive Officer2020 Base Salaries2021 Base SalariesYear-over-Year
Base Salary
Increase
(2020-21)
Howard Schwimmer$675,000 $750,000 11 %
Michael S. Frankel$675,000 $750,000 11 %
Laura Clark$365,000 $500,000 37 %
David Lanzer$375,000 $425,000 13 %
Annual Incentive Compensation
2021 Short-Term Incentive Bonus Program
In 2021, short-term incentive 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. The Compensation Committee met and discussed bonus opportunities and metrics as the pandemic and its impact on the overall economy, REITs and the Company continued to evolve. With a Southern California based real estate portfolio, the Company continued to face challenges, including limitations on certain in-person activities imposed on our employees and where numerous local governments have maintained 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 throughout 2021.
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 short-term cash incentive program (the “2021 STI Program”) under which (i) 70% of each NEO’s bonus opportunity was based upon achieving certain formulaic Company performance criteria during the year, including the attainment of quantitative financial performance hurdles relating to Core FFO per diluted share and Consolidated Portfolio NOI Growth (the “Quantitative Performance Criteria”), and (ii) the remaining 30% 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, commitment to and development of employees, and management 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 2021 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 2021 STI Program, each NEO was eligible for an annual cash bonus opportunity that was expressed as a percentage of base salary as follows:
Named Executive OfficerThresholdTargetMaximum
Howard Schwimmer75 %175 %250 %
Michael S. Frankel75 %175 %250 %
Laura Clark75 %125 %175 %
David Lanzer50 %100 %175 %
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EXECUTIVE COMPENSATION MATTERS
Actual 2021 Short-Term Incentive Bonuses
In determining actual 2021 short-term incentive bonuses under the 2021 STI Program for Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer, the Compensation Committee reviewed Company performance in 2021 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 short-term incentive bonus, as well as actual 2021 results determined by the Compensation Committee with respect to each metric:
Performance Criteria(1)
WeightingThresholdTargetMaximum
Core FFO per Diluted Share(2)
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_coreffo.jpg
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-coreffo-01.jpg
Consolidated Portfolio NOI Growth(3)
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_consolidatedportf.jpg
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-consolidatedportfolio-01.jpg
Qualitative
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-piechart_qualitative.jpg
Qualitative measurement considerations included favorable positioning of the Company for future growth, capital structure and balance sheet management and management through the pandemic.
(1)See Appendix A for definitions of “NOI” and “Core FFO” and reconciliations of net income (computed under GAAP) to NOI and Core FFO.
(2)Core FFO per diluted share was included as a performance metric because it is the earnings metric most commonly used by investors and analysts to evaluate and compare the Company’s performance with that of other REITs.
(3)Consolidated Portfolio NOI Growth was included as a performance metric because it includes acquisitions and reflects aspects of our asset management efforts, such as leasing, releasing and dispositions, as well as changes in cash rent due to contractual rent escalation provisions contained in our leases.
For the Qualitative Performance Criteria (weighted at 30% of the short-term incentive 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 management through the ongoing COVID-19 pandemic, among other variables determined and assessed by the Compensation Committee.
Qualitative Performance Criteria2021 Achievements
Favorable positioning of the Company for future growth
Completed 50 acquisitions representing 53 properties and 5.7 million RSF for an aggregate purchase price of $1.9 billion, in which 86% of transactions were executed through off-market or lightly-marketed transactions.
Stabilized six of our repositioning and redevelopment properties with a combined 1.0 million rentable square feet at a weighted average unlevered stabilized yield of 6.6%.
Demonstrated strength in leasing activity with the execution of over 7.0 million square feet of new and renewal leases with aggregate GAAP re-leasing spreads of 42.7%.
As a result of strong leasing activity, achieved Same Property Portfolio occupancy of 99.1% as of December 31, 2021.
Capital structure and balance sheet management
Completed a public green bond offering of $400 million 2.15% senior notes due 2031, for which the proceeds are expected to be allocated to investments in recently completed or future green building, energy and resource efficiency and renewable energy projects, including the development and redevelopment of such projects.
Raised net proceeds of $1.6 billion through a range of equity transactions, allowing the Company to fund acquisitions throughout the year.
Ended the year with low leverage equating to 9.1% net debt to enterprise value ratio.
Management through COVID-19 pandemic
Operated the Company with no material litigation, environmental or regulatory claims.
Despite ongoing eviction moratoriums, managed properties to achieve rent collections at pre-pandemic levels.
2022 PROXY STATEMENT
45

EXECUTIVE COMPENSATION MATTERS
Based on the Company’s achievement of $1.64 Core FFO per diluted Share and 37.8% Consolidated Portfolio NOI Growth during 2021, as described above, 70% of the short-term incentive bonus opportunity was paid out to each NEO at the maximum level. Furthermore, based on the accomplishments that were significant to the Company during 2021, as described in the table above, the remaining 30% of the annual bonus opportunity, based on the Qualitative Performance Criteria, was paid out to each NEO at the maximum level.
Short-term incentive bonus awards to Ms. Clark and Mr. Lanzer were paid in cash. Messrs. Schwimmer and Frankel had elected to receive their 2021 short-term incentive bonuses 50% in cash and 50% in LTIP Units in Rexford Industrial Realty, L.P., our operating partnership (“LTIP Units”). Accordingly, in early 2022, at the same time that short-term incentive bonuses were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 12,824 LTIP Units (the “STI LTIP Units”), with the number of STI LTIP Units granted determined by dividing the cash value of relevant portion of each of Messrs. Schwimmer and Frankel’s respective short-term incentive bonuses by the closing price of our common stock on the date of grant. The STI LTIP Units were fully vested at grant. Since LTIP Unit value tracks the value of our stock price, this further aligns our Co-CEOs’ pay with our performance and mitigates against excessive short-term risk-taking. The short-term incentive bonuses paid to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer under the 2021 STI Program for 2021 performance were as follows:
Named Executive Officer2021 Annual BonusesPortion of
Short-Term Incentive Bonus
Delivered in Cash
Portion of
Short-Term Incentive Bonus Delivered in
LTIP Units
Total STI LTIP Units Granted
Howard Schwimmer$1,875,000 $937,500 $937,500 12,824 
Michael S. Frankel$1,875,000 $937,500 $937,500 12,824 
Laura Clark$875,000 $875,000 $— — 
David Lanzer$743,750 $743,750 $— — 
Long-Term Compensation
The Company’s long-term incentive compensation program consists of equity-based awards under our Second Amended and Restated 2013 Incentive Award Plan (the “Incentive Award Plan”). Equity incentive awards incentivize our NEOs to work to deliver stock price performance while providing valuable retention incentives. Further, equity-based awards linked to TSR performance goals deliver value only when the value of our common stock increases above certain thresholds and equity-based awards linked to growth in Core FFO per diluted share performance goals deliver value only when our Core FFO per diluted share increases above certain thresholds. The Compensation Committee administers our Incentive Award Plan, which provides for the issuance of equity-based awards to our NEOs and other officers, directors and employees. The Compensation Committee authorizes the awards and establishes the terms and conditions of the awards under the Incentive Award Plan, as it deems appropriate.
In December 2021, 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).
2021 Service-Vesting LTIP Units
Based on the foregoing considerations, including the TSR and operational performance highlighted on pages 6 through 7, in December 2021, the Compensation Committee approved a grant of Service-Vesting LTIP Units to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer.

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EXECUTIVE COMPENSATION MATTERS
The table below sets forth the grant date value and the total number of Service-Vesting LTIP Units awarded to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer in December 2021.
Named Executive OfficerTotal Service-Vesting LTIP Units
Grant Date
Value ($)
(1)
Howard Schwimmer37,741 2,696,974 
Michael S. Frankel37,741 2,696,974 
Laura Clark10,645 760,690 
David Lanzer6,903 493,290 
(1)Represents the grant date fair value computed in accordance with FASB ASC 718.
The Service-Vesting LTIP Units vest with respect to one-third of the Service-Vesting LTIP Units underlying each award on December 23 of each year over a three-year period, beginning on December 23, 2022, 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.
2021 Performance-Vesting LTIP Units
On December 23, 2021, the Compensation Committee approved Performance-Vesting LTIP Unit awards to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer which vest, subject to continued employment and the achievement of the goals described below, based on (i) the Company’s absolute TSR, (ii) the Company’s TSR performance relative to a peer group (the Dow Jones All Equity REIT Index), and (iii) the Company’s growth in Core FFO per diluted share, in each case, over a three-year performance period. The maximum number of Performance-Vesting LTIP Units will be earned only if the Company (a) achieves 40% or higher absolute TSR, inclusive of all dividends paid, over the three-year performance period, (b) finishes in the 90th or greater percentile of the peer group for TSR over the three-year performance period and (c) achieves 24% or higher growth in Core FFO per diluted share over the three-year performance period.
The Performance-Vesting LTIP Units, exclusive of any distribution equivalent units thereon (described below), are allocated one-third to absolute TSR performance metrics (the “Absolute TSR Base Units”), one-third to relative TSR performance metrics (the “Relative TSR Base Units”) and one-third to Core FFO per diluted share growth performance metrics (the “Core FFO Per-Share Base Units”). The table below sets forth the total number of Performance-Vesting LTIP Units awarded to Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer (which equals the sum of the Absolute TSR Base Units, the Relative TSR Base Units, Core FFO Per-Share Base Units and distribution equivalents on the Performance-Vesting LTIP Units that will vest, if at all, following the end of the performance period based upon achievement of the relevant performance measures).
Named Executive OfficerAbsolute TSR Base LTIP UnitsRelative TSR Base LTIP UnitsCore FFO
Per-Share Base LTIP Units
Distribution Equivalent LTIP UnitsTotal Performance- Vesting LTIP Units
Howard Schwimmer46,129 46,129 46,129 9,881 148,268 
Michael S. Frankel46,129 46,129 46,129 9,881 148,268 
Laura Clark13,097 13,097 13,097 2,805 42,096 
David Lanzer8,516 8,516 8,516 1,824 27,372 
2022 PROXY STATEMENT
47

EXECUTIVE COMPENSATION MATTERS
Listed below are the grant date values and the number of Performance-Vesting LTIP Units each of Messrs. Schwimmer and Frankel, Ms. Clark and Mr. Lanzer will be eligible to receive under the Performance-Vesting LTIP Unit awards upon achieving threshold, target and maximum goals for the absolute TSR, relative TSR and Core FFO per-share performance metrics (but excluding any distribution equivalent units):
Named Executive OfficerThreshold
Award
(# Units)
Target Award
(# Units)
Maximum
Award
(# Units)(1)
Grant Date
Value ($)
(2)
Howard Schwimmer23,065 46,129 138,387 $4,822,018 
Michael S. Frankel23,065 46,129 138,387 $4,822,018 
Laura Clark6,549 13,097 39,291 $1,369,073 
David Lanzer4,258 8,516 25,548 $890,206 
(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 2024, 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, Relative TSR Base Units and Core FFO Per-Share Base Units, if the following hurdles are achieved over the three-year performance period, the Absolute TSR Base Units, Relative TSR Base Units and Core FFO Per-Share Base Units will become vested as follows (generally subject to continued service through the applicable performance period):
Threshold LevelTarget LevelHigh LevelMaximum Level
Vesting Percentage50% of Target100%200% of Target300% of Target
Absolute TSR Performance
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-barchart_vestingunitsperce.jpg
Relative TSR Performance
(based on the Dow Jones All Equity REIT Index)
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-graphic_vestingunitspercen.jpg
Core FFO Per-Share Growth
https://cdn.kscope.io/485746be63b8f88d7bbc9cbf4e901308-barchart_vestingunitspercea.jpg
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.
48
REXFORD INDUSTRIAL

EXECUTIVE COMPENSATION MATTERS
Performance To Date for Prior Grants
The table below summarizes the results of the 2018 performance grant, which was completed and certified in January 2022, and the performance to date results for the 2019 and 2020 performance grants, which are currently in the middle of a three-year performance period.
Grant Year (Performance Period) and MetricsMetric Weighting20192020202120222023
Payout as % of Target(1)
2018 Grant (Jan 2019 - Dec 2021)
Absolute TSR 33.3%Maximum Achieved & 167% Earned55.6 %
Relative TSR vs. Peer Group33.3%55.6 %
Core FFO Per-Share growth33.3%55.6 %
Total166.7 %
2019 Grant (Jan 2020 - Dec 2022)
Absolute TSR42.0%
Tracking at Maximum & 200% Earned(2)
84.0 %
Relative TSR vs. Peer Group27.0%54.0 %
Core FFO Per-Share growth31.0%62.0 %
Total200.0 %
2020 Grant (Dec 2020 - Dec 2023)
Absolute TSR33.3%
Absolute TSR & Core FFO Per-Share growth tracking at Maximum and Relative TSR tracking above High
(273% Earned)(2)
100.0 %
Relative TSR vs. Peer Group33.3%73.1 %
Core FFO Per-Share growth33.3%100.0 %
Total273.1 %
(1)The 2018 performance award pays out between 0% and 166.7% of target. The 2019 performance award pays out between 0% and 200% of target. The 2020 performance award pays out between 0% and 300% of target.
(2)For the 2019 and 2020 performance grants, the percentage payouts shown for the Absolute TSR and Relative TSR metrics measures performance as of December 31, 2021. For the 2019 and 2020 performance grants, the percentage payouts shown for the Core FFO per-share growth metric assumes that Core FFO per diluted share growth continues at the same rate as we experienced for the two-year period ended December 31, 2021, and the year ended December 31, 2021, respectively. The performance periods for these awards remain open, and if our actual TSR, relative TSR and actual Core FFO per-share growth results vary, the payout percentages could be greater or less than the payout percentages reported above.
Other Benefits
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. Messrs. Schwimmer and Lanzer each received an employer matching contribution to the 401(k) plan of $2,000 related to 2021 contributions.
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
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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 2021 Table” and “—Potential Payments Upon Termination or Change in Control” below.
Compensation Policies and Procedures
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 adopted the Executive Officer Stock Ownership Policy, which established 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 below:
Co-CEOs
CFO & General Counsel
and Secretary
6x
3x
Base Salary
Base Salary
The ownership guidelines are expected to be achieved within five years of a person first becoming subject to the equity 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 May 2, 2022, 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.
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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.
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
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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.
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.
Compensation Committee Interlocks and Insider Participation
Each of Messrs. Antin and Schwab and Ms. Morris served as a member of the Compensation Committee during fiscal year 2021. Since the date of our IPO, there have been no insider participations or Compensation Committee interlocks of the Compensation Committee, and no member of our compensation committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions except with respect to the transaction described under “Related Party and Other Transactions Involving our Officers and Directors–Lease Agreement”. At all times since the completion of our IPO, the Compensation Committee has been comprised solely of independent, non-employee directors.
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 May 2, 2022.
Robert L. Antin, Chairman
Debra L. Morris
Peter E. Schwab

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Compensation Tables
Summary Compensation Table
The following table sets forth information concerning the compensation of our NEOs for 2021, 2020 and 2019.
Name and Principal PositionYearSalary
($)
Stock
Awards ($)
Non-Equity Incentive Plan Compensation ($)(1)
All Other Compensation ($)(2)
Total
($)
Howard Schwimmer2021750,000 8,456,492 
(3)(4)
937,500 16,910 10,160,902 
2020675,000 6,898,366 759,375 16,310 8,349,051 
2019594,000 5,105,682 297,000 15,469 6,012,151 
Michael S. Frankel 2021750,000 8,456,492 
(3)(4)
937,500 16,910 10,160,902 
2020675,000 6,898,366 759,375 16,310 8,349,051 
2019594,000 5,105,682 297,000 15,469 6,012,151 
Laura Clark2021500,000 2,129,763 
(3)
875,000 16,910 3,521,673 
2020121,667 1,521,457 182,500 12,637 1,838,261 
David Lanzer2021425,000 1,383,496 
(3)
743,750 16,910 2,569,156 
2020375,000 1,129,022 487,500 16,310 2,007,832 
2019340,000 848,670 408,000 15,469 1,612,139 
(1)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect short-term incentive bonus awards earned for performance in 2021, 2020 and 2019 under the applicable short-term incentive bonus programs in place for those years. For Messrs. Schwimmer and Frankel, amounts shown for 2021 reflect the portion of each such NEO’s short-term incentive bonus (equal to 50% of each such NEO’s short-term incentive bonus, or $937,500 for 2021) that was paid in cash.
(2)Amounts shown in the “All Other Compensation” column for 2021 reflect medical insurance premiums paid by or reimbursed to each NEO by the Company for the direct or indirect benefit of the NEO that are not generally available to all other employees of the Company.
(3)Amounts shown in the “Stock Awards” column for 2021 include the full grant-date fair value of Service-Vesting LTIP Units, Performance-Vesting LTIP Units and restricted stock awards computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units made to executive officers in Note 13 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 17, 2022. There can be no assurance that awards will vest (and if awards do not vest, no value will be realized by the individual). The Performance-Vesting LTIP Units that are based on the Company’s absolute TSR and the Company’s TSR performance relative to a peer group are treated as market condition awards as defined under ASC Topic 718, and as a result, they did not have a maximum value on the grant date that differed from the grant date fair values presented in the table. Instead, the maximum value is factored into the calculation of the grant date fair value using a Monte-Carlo simulation pricing model. The Performance-Vesting LTIP Units based on the Company’s growth in Core FFO per diluted share are treated as performance condition awards as defined under ASC Topic 718, and the grant date fair value was measured based on the closing price of our common stock on the grant date ($77.50) and the achievement of FFO per-share performance at the target level (the most probable outcome as of the grant date), which was equal to $1,191,666 for Mr. Schwimmer, $1,191,666 for Mr. Frankel, $338,339 for Ms. Clark and $219,997 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 $3,574,998 for Mr. Schwimmer, $3,574,998 for Mr. Frankel, $1,015,018 for Ms. Clark and $659,990 for Mr. Lanzer, which is calculated by multiplying the closing price of our common stock on the grant date ($77.50) by the number of Core FFO Per-Share Base Units that would be earned upon the achievement of FFO per-share performance at the maximum level.
(4)Amounts shown in the “Stock Awards” column for 2021 include, for Messrs. Schwimmer and Frankel, the grant date fair value of the portion of each such NEO’s short-term incentive bonus (equal to 50% of each such NEO’s short-term incentive bonus) that was settled in fully-vested LTIP Units, which was $937,500 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 2022, at the same time that annual bonuses were paid to our NEOs generally, Messrs. Schwimmer and Frankel were each granted 12,824 fully-vested LTIP Units.

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Grants Of Plan-Based Awards For 2021
The following table sets forth information regarding grants of plan-based awards made to our NEOs during 2021.
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
Estimated Future Payouts Under Equity
Incentive Plan Awards(2)
All Other Stock Awards; Number of
Units
(#)
Grant Date Fair Value of Stock Awards
($)
(4)
NameGrant DateThreshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
Howard Schwimmer12/23/2021— — — — — — 37,741 
(3)
2,696,974 
12/23/2021— — — 23,065 46,129 138,387 — 4,822,018 
— 562,500 1,312,500 1,875,000 — — — — — 
Michael S. Frankel12/23/2021— — — — — — 37,741 
(3)
2,696,974 
12/23/2021— — — 23,065 46,129 138,387 — 4,822,018 
— 562,500 1,312,500 1,875,000 — — — — — 
Laura Clark12/23/2021— — — — — — 10,645 760,690 
12/23/2021— — — 6,549 13,097 39,291 — 1,369,073 
— 375,000 625,000 875,000 — — — — — 
David Lanzer12/23/2021— — — — — — 6,903 
(3)
493,290 
12/23/2021— — — 4,258 8,516 25,548 — 890,206 
— 212,500 425,000 743,750 — — — — — 
(1)Represents threshold, target and maximum short-term incentive bonus opportunities for performance in 2021. Messrs. Schwimmer and Frankel’s 2021 annual bonuses were delivered in a combination of cash and LTIP units, with 50% of each such NEO’s annual bonus delivered in cash and 50% of each such NEO’s annual bonus delivered in LTIP Units. For more information on the annual bonuses paid see “Compensation Discussion and Analysis—Elements of Our Compensation—Long-Term Compensation”.
(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 Our Compensation—Long-Term Compensation”.
(3)Represents awards of Service-Vesting LTIP Units in our operating partnership. For more information on these Service-Vesting LTIP Unit awards, see “Compensation Discussion and Analysis—Elements of Our Compensation—Long-Term Compensation”.
(4)Amounts for 2021 reflect the full grant-date fair value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units granted in 2021, in each case, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide detailed information regarding the assumptions used to calculate the value of Service-Vesting LTIP Units and Performance-Vesting LTIP Units granted to executive officers in Note 13 to our consolidated financial statements contained in our Annual Report on Form 10-K filed February 17, 2022. With respect to any such awards that are subject to vesting, there can be no assurance that awards will vest (and if awards do not vest, no value will be realized by the individual).
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Executive Compensation Arrangements
We have entered into employment agreements with each of our NEOs which provide for base salaries and short-term cash incentive award targets, as reflected above, and with respect to Messrs. Schwimmer and Frankel, annual equity awards determined by our Compensation Committee in its sole discretion. The employment agreements for our NEOs also provide for certain severance and change-in-control payments and benefits, as described below under “Potential Payments upon Termination or Change in Control.” The employment agreements with Messrs. Schwimmer and Frankel automatically renew annually, unless earlier terminated, and provide that the Company will nominate them for election as a director each year of the employment term. The terms of the employment agreements with Ms. Clark and Mr. Lanzer expire on September 1, 2023 and June 26, 2023, respectively.
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EXECUTIVE COMPENSATION MATTERS
Outstanding Equity Awards At December 31, 2021
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2021.
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 Schwimmer12/16/201914,575 
(4)
1,182,178 — — 
12/16/2019— — 110,754 
(5)
8,983,257 
12/22/202033,578 
(6)
2,723,512 — — 
12/22/2020— — 184,682 
(7)
14,979,557 
12/23/202137,741 
(8)
3,061,173 — — 
12/23/2021— — 123,011 
(9)
9,977,422 
Michael S. Frankel12/16/201914,575 
(4)
1,182,178 — — 
12/16/2019— — 110,754 
(5)
8,983,257 
12/22/202033,578 
(6)
2,723,512 — — 
12/22/2020—