SEC Filing | Rexford Industrial Realty, Inc.

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DEF 14A

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. )

________________________



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Filed by a Party other than the Registrant		¨
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¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
¨	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)



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April 8, 2016

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 Friday, May 27, 2016, at the offices of Rexford Industrial Realty, Inc. at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California, 90025 at 8:00 a.m. (Pacific Time).

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 meeting. However, whether or not you are personally present, 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 in person as described in the Proxy Statement.

Thank you for your continued support of Rexford Industrial Realty, Inc.

Sincerely yours,

Richard Ziman

Chairman of the Board of Directors

Rexford Industrial Realty, Inc.
11620 Wilshire Boulevard, Suite 1000
Los Angeles, California 90025
(310) 966-1680

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

Please join us for the 2016 Annual Meeting of Stockholders of Rexford Industrial Realty, Inc., a Maryland corporation (the “Annual Meeting”). The meeting will be held at 8:00 a.m. (Pacific Time), on Friday, May 27, 2016, at the offices of Rexford Industrial Realty, Inc. at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California, 90025.

At the Annual Meeting, our stockholders will consider and vote on the following matters:


(1)	The election of seven directors, each to serve until the next annual meeting of our stockholders and until his successor is duly elected and qualifies;


(2)	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;


(3)	An advisory resolution to approve the Company’s executive compensation for the fiscal year ended December 31, 2015, as described in the accompanying Proxy Statement;


(4)	An advisory determination of the frequency of future advisory votes on the Company’s executive compensation; and


(5)	Any other business properly introduced at the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

You must own shares of Rexford Industrial Realty, Inc. common stock at the close of business on March 31, 2016, the record date for the Annual Meeting, or hold a valid proxy from a record holder as of the record date, to attend and vote at the Annual Meeting and at any continuation, postponement or adjournment of the Annual Meeting. If you plan to attend, please bring proper photo identification and, if your shares are held in “street name” (i.e., through a broker, bank or other nominee), a copy of a brokerage statement reflecting your stock ownership as of the close of business on March 31, 2016. Regardless of whether you will attend, please authorize your proxy electronically through the Internet or by telephone or by completing and mailing your proxy card so that your votes can be cast at the Annual Meeting in accordance with your instructions. For specific instructions on authorizing a proxy, please refer to the instructions on the proxy card, or if your shares are held in street name, the instructions provided by your broker, bank or other nominee. Authorizing a proxy in any of these ways will not prevent you from voting in person at the Annual Meeting if you are a stockholder of record as of the record date for the Annual Meeting or if you hold a proxy from a record holder.

By Order of the Board of Directors,

Adeel Khan

Chief Financial Officer and Secretary

Los Angeles, California

April 8, 2016

TABLE OF CONTENTS



		Pages
GENERAL		3
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		3
INFORMATION ABOUT THE BOARD		9
	PROPOSAL NO. 1 NOMINEES FOR ELECTION TO THE BOARD	9
	DIRECTOR COMPENSATION	13
	BOARD STRUCTURE, LEADERSHIP AND RISK MANAGEMENT	15
	EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS	15
	BOARD MEETINGS	16
	BOARD COMMITTEES	16
	AUDIT COMMITTEE REPORT	18
CORPORATE GOVERNANCE		20
	GOVERNANCE DOCUMENTS	20
	CODE OF BUSINESS CONDUCT AND ETHICS	20
	ROLE OF THE BOARD IN RISK OVERSIGHT	20
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	21
	COMMUNICATIONS WITH THE BOARD	21
	NOMINATION PROCESS FOR DIRECTOR CANDIDATES	22
	AUDIT COMMITTEE FINANCIAL EXPERIENCE	23
	AUDIT COMMITTEE PRE-APPROVAL POLICY	24
	PRINCIPAL ACCOUNTANT FEES AND SERVICES	24
	BOARD ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS	25
OTHER COMPANY PROPOSALS		26
	PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	26
	PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)	26
	PROPOSAL NO. 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY FREQUENCY VOTE”)	29
EXECUTIVE OFFICERS		30
COMPENSATION DISCUSSION AND ANALYSIS		31
	EXECUTIVE COMPENSATION	31
	COMPENSATION COMMITTEE REPORT	46
	SUMMARY COMPENSATION TABLE	47
	GRANTS OF PLAN-BASED AWARDS FOR 2015	48
	OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2015	50
	OPTION EXERCISES AND STOCK VESTED DURING 2015	51
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	52
EQUITY COMPENSATION PLAN INFORMATION		57
STOCK OWNERSHIP		58
	PRINCIPAL STOCKHOLDERS	58
	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	61
RELATED-PARTY AND OTHER TRANSACTIONS INVOLVING OUR OFFICERS AND DIRECTORS		62
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS		65
INCORPORATION BY REFERENCE		65
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS		66
STOCKHOLDER PROPOSALS		66
OTHER MATTERS		67
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		68

PROXY STATEMENT

GENERAL

This Proxy Statement and accompanying proxy card are available beginning April 8, 2016 in connection with the solicitation of proxies by the Board of Directors of Rexford Industrial Realty, Inc., for use at the 2016 Annual Meeting of Stockholders, which we may refer to alternatively as the “Annual Meeting.” We may refer to ourselves in this Proxy Statement alternatively as the “Company,” “we,” “us” or “our” and we may refer to our Board of Directors as the “Board.” A copy of our Annual Report to Stockholders for the 2015 fiscal year, including financial statements, is being made available simultaneously with this Proxy Statement to each stockholder.

Important Notice Regarding Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on May 27, 2016: The Notice of Annual Meeting of Stockholders, the Proxy Statement and our 2015 Annual Report are available at www.voteproxy.com. Website addresses referred to in this Proxy Statement are not intended to function as hyperlinks, and the information contained on any such website is not a part of this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials? Our Board of Directors is making these materials available to you over the Internet or by delivering paper copies to you by mail in connection with the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business described in this Proxy Statement. This Proxy Statement includes information that we are required to provide under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a paper copy of the proxy materials? Pursuant to Rule 14a-16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about April 8, 2016, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of March 31, 2016 while brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice to the beneficial owners. All stockholders will have the ability to access the proxy materials, including this Proxy Statement and our 2015 Annual Report, on the website referred to in the Notice or to request to receive a printed copy of the proxy materials. Instructions on how to request a printed copy by mail or electronically, including an option to request paper copies on an ongoing basis, may be found in the Notice and on the website referred to in the Notice. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

How do I vote? If you hold your shares of common stock as a record holder and you are viewing this Proxy Statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you.

If you plan to attend the Annual Meeting and wish to vote in person, we will give you a ballot at the Annual Meeting. However, if your common stock is held in the name of your broker, bank or other nominee, and you want to vote in person, you will need to obtain a legal proxy from the institution that holds your common stock.

If your common stock is held in your name, there are three ways for you to authorize a proxy:


(1)	If you received a paper copy of the proxy materials by mail, sign, date and mail the proxy card in the enclosed return envelope;


(2)	Call 1-800-776-9437; or


(3)	Log on to the Internet at www.voteproxy.com and follow the instructions at that site. The website address for authorizing a proxy by Internet is also provided on your Notice, as well as your unique 12 digit control number needed to access the Company’s annual meeting information located at www.voteproxy.com.

Telephone and Internet proxy authorizations will close at 11:59 p.m. (Eastern Time) on May 26, 2016. If you authorize a proxy, unless you indicate otherwise, the persons named as your proxies will cast your votes FOR all of the nominees for election as directors named in this Proxy Statement; FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm; FOR the advisory resolution on the Company’s executive compensation; and FOR submitting an advisory resolution on the compensation of our named executive officers to stockholders every year. The persons named as proxies will vote in their discretion on any other business properly introduced at the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

If your common stock is held in the name of your broker, bank or other nominee, you should receive separate instructions from the holder of your common stock describing how to provide voting instructions.

Even if you plan to attend the Annual Meeting, we recommend that you authorize a proxy in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Can I vote my shares by completing and returning the Notice? No. The Notice will, however, provide instructions on how to vote by telephone, by internet, by requesting and returning a paper proxy card or voting instruction card, or by submitting a ballot in person at the Annual Meeting.

Where and when is the Annual Meeting? The Annual Meeting will be held at 8:00 a.m. (Pacific Time) on Friday, May 27, 2016 at offices of Rexford Industrial Realty, Inc. at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California, 90025.

What is the purpose of the Annual Meeting of Stockholders? At the Annual Meeting, stockholders will vote upon matters described in the Notice of Annual Meeting and this Proxy Statement, including the election of directors and the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. In addition, once the business of the Annual Meeting is concluded, members of management will respond to questions raised by stockholders, as time permits.

Who can attend the Annual Meeting? All of our stockholders as of the close of business as of March 31, 2016, the record date for the Annual Meeting, or individuals holding their duly appointed proxies, may attend the Annual Meeting. You should be prepared to present proper photo identification for admittance. Authorizing a proxy in response to this solicitation will not affect a stockholder’s right to attend the Annual Meeting and to vote in person. Please note that if you hold your common stock in “street name” (that is, through a broker, bank or other nominee), you will need to provide proof of beneficial ownership as of March 31, 2016, such as a copy of a brokerage statement reflecting your stock ownership as of March 31, 2016, a copy of the Notice of Internet Availability of Proxy Materials or voting instruction form provided by your broker, banker or other nominee, or other similar evidence of ownership, as well as your photo identification, to gain admittance to the Annual Meeting.

What am I voting on? At the Annual Meeting, you may consider and vote on:


(1)	the election of seven directors;


(2)	the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;


(3)	an advisory resolution to approve the Company’s executive compensation for the fiscal year ended December 31, 2015, as more fully described in this Proxy Statement;


(4)	an advisory determination of the frequency of future advisory votes on the Company’s executive compensation; and


(5)	any other business properly introduced at the Annual Meeting.

What are the Board’s recommendations? The Board recommends a vote:


•	FOR the election of each nominee named in this Proxy Statement (see Proposal No. 1);


•	FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (see Proposal No. 2);


•	FOR the advisory approval of the Company’s executive compensation (see Proposal No. 3); and


•	FOR submitting an advisory resolution on the compensation of our named executive officers to our stockholders every year (see Proposal No. 4).

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board and in their discretion on any other business properly introduced at the Annual Meeting.

Who may vote? You may vote if you owned shares of our common stock at the close of business on March 31, 2016, which is the record date for the Annual Meeting. You are entitled to cast one vote in the election of directors for as many individuals as there are directors to be elected at the Annual Meeting and to cast one vote on each other matter properly presented at the Annual Meeting for each share of common stock you owned as of the record date. As of March 31, 2016, we had 55,657,428 shares of common stock outstanding.

Who counts the votes? A representative of American Stock Transfer & Trust Company, LLC will tabulate the votes and will act as the inspector of the election.

What is a quorum for the Annual Meeting? The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum at the Annual Meeting. No business may be conducted at the Annual Meeting if a quorum is not present.

If a quorum is not present at the Annual Meeting, the Chairman of the meeting may adjourn the Annual Meeting to another date, time or place, not later than 120 days after the original record date of March 31, 2016, without notice other than announcement at the meeting. We may also postpone the Annual Meeting to a date that is not later than

120 days after the original record date or cancel the Annual Meeting by making a public announcement of the postponement or cancellation before the time scheduled for the Annual Meeting.

What vote is required to approve an item of business at the Annual Meeting? To be elected as a director (Proposal No. 1), a nominee must receive a plurality of all the votes cast in the election of directors (meaning that the seven director nominees who receive the highest number of shares voted “FOR” their election are elected).

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal No. 2), adopt the advisory resolution on executive compensation (Proposal No. 3) and advise a frequency of future advisory votes on executive compensation (Proposal No. 4, or the “Frequency Proposal”), the affirmative vote of a majority of the votes cast on the proposal is required (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST” such proposal). Because there are three alternatives for Proposal No. 4, one year, two years or three years, it is possible that none of the three alternatives will receive a majority of the votes cast on this proposal. If no frequency receives a majority of the votes cast on the Frequency Proposal, our Board of Directors and the Compensation Committee of our Board of Directors intend to take the results of the vote on the Frequency Proposal into account in its decision regarding the frequency with which the Company submits advisory resolutions on executive compensation in the future.

If you are a stockholder of record as of the record date for the Annual Meeting and you authorize a proxy (whether by Internet, telephone or mail) without specifying a choice on any given matter to be considered at this Annual Meeting, the proxy holders will vote your shares according to the Board’s recommendation on that matter. If you are a stockholder of record as of the record date for the Annual Meeting and you fail to authorize a proxy or vote in person, assuming that a quorum is present at the Annual Meeting, it will have no effect on the result of the vote on any of the matters to be considered at the Annual Meeting.

If you hold your shares through a broker, bank or other nominee, under the rules of the New York Stock Exchange (“NYSE”), your broker or other nominee may not vote with respect to certain proposals unless you have provided voting instructions with respect to that proposal. A “broker non-vote” results when a broker, bank or other nominee properly executes and returns a proxy but indicates that the nominee is not voting with respect to a particular matter because the nominee has not received voting instructions from the beneficial owner. A broker non-vote is not considered a vote cast on a proposal; however, stockholders delivering a properly-executed broker non-vote will be counted as present for purposes of determining whether a quorum is present.

If you hold your shares in a brokerage account, then, under NYSE rules and Maryland law:


•	With respect to Proposal No. 1 (Election of Directors), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the election of directors.


•	With respect to Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm), your broker is entitled to vote your shares on this matter if no instructions are received from you.


•	With respect to Proposal No. 3 (Advisory Resolution on Executive Compensation) and Proposal No. 4 (Frequency Proposal), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the result of the vote on either of these proposals.

Because an abstention is not a vote cast, if you instruct your proxy or broker to “abstain” or “withhold” on any matter, it will have no effect on the vote on any of the matters to be considered at the Annual Meeting. However, you will still be counted as present for purposes of determining whether a quorum is present.

Can I revoke my proxy? Yes, if your common stock is held in your name, you can revoke your proxy by:


•	Filing written notice of revocation with our Secretary before the Annual Meeting at the address shown on the front of this Proxy Statement or at the Annual Meeting;

• signing a proxy bearing a later date; or

• voting in person at the Annual Meeting.

Attendance at the Annual Meeting will not, by itself, revoke a properly-executed proxy. If your common stock is held in the name of your broker, bank or other nominee, please follow the voting instructions provided by the holder of your common stock regarding how to revoke your proxy.

What happens if additional matters are presented at the Annual Meeting? Other than the four proposals described in this Proxy Statement, we are not aware of any business that may properly be brought before the Annual Meeting. If any other matters are properly introduced for a vote at the Annual Meeting and if you properly authorize a proxy, the persons named as proxy holders will vote in their discretion on any such additional matters. As of the date of this Proxy Statement, our Board is not aware of any other individual who may properly be nominated for election as a director at the Annual Meeting or of any nominee who is unable or unwilling to serve as director. If any nominee named in this Proxy Statement is unwilling or unable to serve as a director, our Board may nominate another individual for election as a director at the Annual Meeting, and the persons named as proxy holders will vote for the election of any substitute nominee.

Who pays for this proxy solicitation? We will bear the expense of preparing, printing and mailing this Proxy Statement and the proxies we solicit. Proxies may be solicited by mail, telephone, personal contact and electronic means and may also be solicited by directors and officers in person, by the Internet, by telephone or by facsimile transmission, without additional remuneration.

We will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of our common stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares and submitting your proxy by the Internet or telephone, or by completing and returning the enclosed proxy card (if you received your proxy materials in the mail), will help to avoid additional expense.

Where can I find corporate governance materials? Our Corporate Governance Guidelines and Code of Business Conduct and Ethics and the charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on the Company Information—Governance Documents page of the Investor Relations section on our website at www.rexfordindustrial.com.

NO PERSON IS AUTHORIZED ON OUR BEHALF TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL UNDER NO CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROXY STATEMENT.

_____________________________________________________________________________________________

The date of this Proxy Statement is April 8, 2016.

INFORMATION ABOUT THE BOARD

PROPOSAL NO. 1
NOMINEES FOR ELECTION TO THE BOARD

At the Annual Meeting, our stockholders will elect seven directors to serve until our next annual meeting of stockholders and until their respective successors are elected and qualify. The Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. In nominating candidates, the Board considers a diversified membership in the broadest sense, including persons diverse in experience, gender and ethnicity. The Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual preference. Our director nominees were nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee, or Governance Committee. They were selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. We also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. All nominees are presently directors of Rexford Industrial Realty, Inc. and each of the nominees has consented, if elected as a director, to serve until his term expires.

Your proxy holder will cast your votes for each of the Board’s nominees, unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder will vote for any substitute nominee proposed by the Board.

The Board of Directors unanimously recommends that the stockholders vote “FOR” the seven nominees listed below.



Name	Age	Position
Richard Ziman	73	Chairman of the Board of Directors
Howard Schwimmer	55	Co-Chief Executive Officer and Director
Michael S. Frankel	53	Co-Chief Executive Officer and Director
Robert L. Antin †	66	Director
Steven C. Good †	73	Director
Tyler H. Rose †	55	Director
Peter E. Schwab †	72	Director

† Independent within the meaning of the NYSE listing standards.

Richard Ziman

Mr. Ziman has served as the Chairman of our Board since January 18, 2013 as part of the formation transactions (“formation transactions”) in connection with our initial public offering (“IPO”), which was completed on July 24, 2013. Mr. Ziman served as the Co-Founder and Chairman of our predecessor business from its inception in December 2001. Mr. Ziman’s industrial real estate experience comprises over forty years of industrial real estate investment experience overseeing his personal, family and foundation-related investments in Southern California as well as having co-founded and served as chairman of the management companies that we acquired as part of our formation transactions. Mr. Ziman’s overall commercial real estate experience also includes his role as the founding Chairman and CEO of Arden Realty, Inc. (“Arden”), a real estate investment firm focused on the commercial office real estate markets in infill Southern California. Mr. Ziman served as Arden’s Chairman of the Board and CEO from its inception in 1990 until its sale in mid-2006 to GE Real Estate in a $4.8 billion transaction involving Arden’s portfolio of approximately 18.5 million square feet in more than 200 office buildings. Arden was publicly traded on the NYSE under the symbol “ARI.” In 2006, Mr. Ziman also co-founded AVP Advisors, LLC and AVP Capital, LLC, the exclusive advisor to American Value Partners, a real estate fund of funds deploying capital on behalf of pension funds throughout the United States. In 1979, Mr. Ziman formed Pacific Financial Group, a diversified real estate investment and development firm, of which he was Managing General Partner. Mr. Ziman also serves on the boards of directors of The Rosalinde and Arthur Gilbert Foundation and The Gilbert Collection Trust. In 2001, Mr. Ziman established and endowed the Richard S. Ziman Center for Real Estate at the Anderson Graduate School of Management at the University of California at Los Angeles. Over the years, Mr. Ziman has held many significant leadership positions in the cultural, educational and social service life of Southern California. Mr. Ziman received his Bachelor’s degree and his Juris Doctor degree from the University of Southern California and practiced law as a partner of the law firm Loeb & Loeb from 1971 to 1980, specializing in transactional and financial aspects of real estate. Our Board of Directors determined that Mr. Ziman should serve as a director based on his extensive executive management experience in the industrial real estate industry and in public companies and extensive knowledge of our company and our operations.

Howard Schwimmer

Mr. Schwimmer has served as our Co-Chief Executive Officer and as a Board member since January 18, 2013 as part of our formation transactions. Mr. Schwimmer also served as Co-Founder and Senior Managing Partner of our predecessor business since December 2001 and President of one of the management companies that we acquired as part of our formation transactions. From May 1983 until November 2001, Mr. Schwimmer, a licensed California real estate broker, served at various times as manager, executive vice president and broker of record for DAUM Commercial Real Estate, one of California’s oldest industrial brokerage companies. Mr. Schwimmer’s thirty-three year professional career has been dedicated entirely and exclusively to Southern California infill industrial real estate, including its acquisition, value-add improvement, management, sales, leasing and disposition. Mr. Schwimmer has extensive experience forming private and public real estate investment companies, managing real estate brokerage offices, serving on private, public and charitable boards and acquiring, repositioning, developing, leasing, selling and adding value to over 37 million square feet of industrial properties in Southern California. Mr. Schwimmer received his Bachelor’s degree from the University of Southern California in 1983 where he majored in business with an emphasis in real estate finance and development. Mr. Schwimmer serves on the USC Lusk Center Real Estate Leadership Council, is a former Board Chair of USC Hillel, and is the Allocation Committee Chair of the Los Angeles Jewish Federation, Real Estate Principals Organization. Our Board of Directors determined that Mr. Schwimmer should serve as a director based on his executive management experience in the real estate industry and extensive knowledge of our company and our operations.

Michael S. Frankel

Mr. Frankel has served as our Co-Chief Executive Officer and as a Board member since January 18, 2013 as part of our formation transactions. Mr. Frankel served as the Chief Financial Officer of one of the management companies that we acquired as part of our formation transactions and as Managing Partner of Rexford Industrial LLC and Rexford Sponsor LLC. Mr. Frankel’s career includes twelve years co-managing our predecessor business, which exclusively focused on investing in infill Southern California industrial real estate. Mr. Frankel has focused on real estate investment, private equity investments and senior management operating roles throughout his career. Mr. Frankel was previously responsible for investments at the private equity firm “C3,” a subsidiary of the Comcast Corporation (NASD: CMCSA). Mr. Frankel also served with LEK Consulting, providing strategic advisory services to several of the world’s leading investment institutions. Mr. Frankel began his career as Vice President at Melchers & Co., a European-based firm, where he was responsible for Melchers’ U.S.-Asia operations, principally based in Beijing. Mr. Frankel brings significant public and private equity, finance and management experience to our company. Mr. Frankel has substantial experience working in China, Southeast Asia and France, and speaks Mandarin and French. Mr. Frankel is a licensed real estate broker in the state of California and a member of the Urban Land Institute. Mr. Frankel also serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. Mr. Frankel earned his Bachelor of Arts degree in political economy from the University of California at Berkeley and his Masters of Business Administration from the Harvard Business School. Our Board of Directors determined that Mr. Frankel should serve as a director based on his extensive executive management, finance and operational experience and an extensive knowledge of our Company and our operations.

Robert L. Antin

Mr. Antin has served as a Board member since the completion of our IPO on July 24, 2013 and is the Chairman of our Compensation Committee. Mr. Antin was a founder of VCA, Inc. (“VCA”), a publicly traded national animal healthcare company (NASDAQ: WOOF) that provides veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market. Mr. Antin has served as a Director, Chief Executive Officer and President at VCA since its inception in 1986. From September 1983 to 1985, Mr. Antin was President, Chief Executive Officer, a Director and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers. From July 1978 until September 1983, Mr. Antin was an officer of American Medical International, Inc., an owner and operator of health care facilities. Mr. Antin received his Bachelor’s degree from the State University of New York at Cortland and his MBA with a certification in hospital and health administration from Cornell University. Our Board of Directors determined that Mr. Antin should serve as a director based on his extensive experience as an executive at a public company which enables him to make significant contributions to the deliberations of the Board, especially in relation to operations, financings and strategic planning.

Steven C. Good

Mr. Good has served as a Board member since the completion of our IPO on July 24, 2013 and is the Chairman of our Audit Committee and a member of our Compensation Committee and our Nominating and Corporate Governance Committee. Since February 2010, Mr. Good has served as a consultant for the accounting firm of Cohn Reznick LLP and provides business consulting and advisory services for a sizeable and varied client base which includes manufacturing, garment, medical services, and real estate development industries. Mr. Good founded the accounting firm of Good, Swartz, Brown & Berns (predecessor of Cohn Reznick LLP) in 1976, and served as an active Senior Partner until February 2010. From 1997 until 2005, Mr. Good served as a Director of Arden Realty, Inc., a publicly-held Real Estate Investment Trust listed on the New York Stock Exchange. Mr. Good currently serves as a Director of OSI Systems, Inc. (NASDAQ: OSIS). Mr. Good also currently serves as a Director of Kayne Anderson MLP Investment Company (NYSE: KYN) and Kayne Anderson Energy Total Return Fund, Inc. (NYSE: KYE). Mr. Good holds a Bachelor of Science degree in Accounting from the University of California, Los Angeles and attended its Graduate School of Business. Our Board of Directors determined that Mr. Good should serve as a director based on his extensive audit, finance and accounting expertise as well as extensive experience as a Director of several public companies.

Tyler H. Rose

Mr. Rose has served as a Board member since February 23, 2015 and is the Chairman of our Nominating and Corporate Governance Committee and a member of our Audit Committee. Mr. Rose has served as Executive Vice President and Chief Financial Officer of Kilroy Realty Corporation (NYSE: KRC) (“Kilroy”) since December 2009 after serving as Senior Vice President and Treasurer since 1997. Prior to his tenure at Kilroy, Mr. Rose was Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. from 1995 to 1997, and was appointed Treasurer in 1996. Prior to that, Mr. Rose was Vice President, Corporate Finance of The Irvine Company from 1994 to 1995. From 1986 to 1994, Mr. Rose was employed at J.P. Morgan & Co., serving in its Real Estate Corporate Finance Group until 1992 and as Vice President of its Australia Mergers and Acquisitions Group from 1992 to 1994. Mr. Rose also served for two years as a financial analyst for General Electric Company. He serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. Mr. Rose received a Master of Business Administration degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree in Economics from the University of California, Berkeley.

Peter E. Schwab

Mr. Schwab has served as a Board member since February 26, 2014 and is a member of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Schwab is a 39-year veteran of the lending industry. He retired in 2011 as Chairman and CEO of Wells Fargo Capital Finance, a leading provider of traditional asset-based lending and other specialized senior secured financing vehicles to companies nationwide. Mr. Schwab was a member of Wells Fargo Bank’s Management Committee. He served in various senior roles with Wells Fargo Capital Finance and predecessor entities (including Foothill Capital Corporation) during his 28-year tenure with the organization. Mr. Schwab currently serves on the Board of Directors of TCP Capital Corp. (NASDAQ: TCPC), a public registered investment company, as well as the boards of several private companies and educational, health, arts, and industry not-for-profit organizations. He earned his bachelor’s degree in education from California State University, Northridge and his master’s degree in education administration from California State University, Los Angeles. Our Board of Directors determined that Mr. Schwab should serve as a director based on his extensive finance experience and expertise, leadership roles within major lending institutions, and service on other public and private boards.

DIRECTOR COMPENSATION

2015 Director Compensation Table

The following table provides details regarding the 2015 compensation of our non-employee directors:



Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾	Stock Awards ($)⁽³⁾	Total ($)
Richard Ziman	437,500	550,012	987,512
Robert L. Antin	78,917	50,001	128,918
Steven C. Good	100,000	50,001	150,001
Peter E. Schwab	80,300	50,001	130,301
Tyler H. Rose	38,139	60,015	98,154

____________


(1)	Howard Schwimmer, our Co-Chief Executive Officer, and Michael S. Frankel, our Co-Chief Executive Officer, 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.

(2)

Amounts reflect, as applicable, annual cash retainers, committee chair fees and meeting fees paid in 2015. With respect to Mr. Ziman, includes fees paid in December 2015 for services performed in the fourth quarter of 2015 which, for the other directors, was paid in January 2016. In addition, with respect to Mr. Ziman, includes a discretionary cash bonus in the amount of $125,000 awarded on July 8, 2015.

(3)

Amounts reflect the full grant-date fair value of restricted stock awards granted with respect to services performed in 2015 (including, with respect to Mr. Ziman, a discretionary restricted stock award with a dollar-denominated value equal to $500,000 approved in February 2015), 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 15 to our consolidated and combined financial statements contained in our Annual Report on Form 10-K filed on February 25, 2016. As of December 31, 2015, Messrs. Ziman, Antin, Good, Schwab and Rose held 29,042, 4,335, 4,335, 3,383 and 3,383 shares, respectively, of our restricted common stock.

Narrative Disclosure to Director Compensation Table

Our Board has approved a compensation program for our non-employee directors, which was in effect for calendar year 2015. The program consists of annual retainer fees and long-term equity awards. The material terms of the program are described below.

Cash Compensation

Under the program, for 2015, (i) each non-employee director, other than Mr. Ziman, was entitled to receive an annual cash retainer equal to $40,000, (ii) Mr. Ziman was entitled to receive an annual cash retainer equal to

$250,000, (iii) each committee chair was entitled to receive an additional annual cash retainer of $20,000 (Audit), $15,000 (Compensation) or $10,000 (Nominating and Corporate Governance). We did not have a lead independent director in 2015, but in the event we engage a lead independent director in the future, he or she will be entitled to receive an additional annual cash retainer equal to $25,000. Annual retainers for 2015 were paid in cash, quarterly in arrears. In addition, each non-employee director, other than Mr. Ziman, was entitled in 2015 to receive a $2,000 meeting fee for attendance at any Board or committee meeting (whether present in person or telephonically).

Equity Compensation

Under the program, each non-employee director who is initially elected to serve on the Board is granted (on the date of such initial election or appointment) restricted stock with a value of $40,000; provided, that if such initial election or appointment does not occur at an annual meeting of stockholders, the value of the restricted stock grant is prorated accordingly. This initial grant vests in full on the earlier of (1) the date of the annual meeting of stockholders next following the grant date (regardless of whether the director is re-elected at such meeting, so long as the director serves through such meeting) and (2) the first anniversary of the grant date, subject in each case to continued service. Our directors other than Mr. Rose served on our Board prior to 2015 and, accordingly, did not receive initial restricted stock grants with respect to 2015 service. Mr. Rose received a pro-rated initial restricted stock grant for his services in 2015.

In addition, each director serving on the Board as of the date of each annual meeting of stockholders who is re-elected for another year of service at such annual meeting is granted restricted stock with a value of approximately $50,000 on the date of the applicable annual meeting (the “Annual Grant”). Each Annual Grant vests in full on the earlier of (1) the date of the annual meeting next following the grant date (regardless of whether the director is re-elected at such meeting, so long as the director serves through such meeting) and (2) the first anniversary of the grant date, subject to continued service through the applicable vesting date. Each of our directors (other than Messrs. Schwimmer and Frankel) received Annual Grants of restricted stock for their 2015 services.

Additional Ziman Compensation

In addition, the Board approved a one-time, special award to Mr. Ziman in 2015, which included a $125,000 cash bonus and a restricted stock grant valued at $500,000. The Board approved these cash and equity awards in consideration of Mr. Ziman’s unique contributions to the Company and its business, specifically, as compensation for Mr. Ziman’s assistance related to the procurement of new industrial property investments consummated during 2014, his facilitation of the Company’s business and prospects based on his long tenure, numerous contacts and distinguished reputation in our industry.

Director Stock Ownership Guidelines

We have adopted stock ownership guidelines for our non-employee directors, pursuant to which our non-employee directors are required to hold a number of shares of Company stock having a market value equal to or greater than three times their annual cash retainer (not including any additional committee retainers /or lead independent director retainers). Our current non-employee directors have until December 2020 to achieve these stock ownership requirements or, in the case of a new non-employee director, five years from the commencement of his or her election to the Board.

BOARD STRUCTURE, LEADERSHIP AND RISK MANAGEMENT

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

• our Board is not classified, with each of our directors subject to re-election annually;


•	of the seven persons who serve on our Board, our Board has determined that four, or 57%, of our directors satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Exchange Act;

• two of our directors qualify as “audit committee financial experts” as defined by the SEC;


•	we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law (the “MGCL”); and

• we do not have a stockholder rights plan.

Our directors stay informed about our business by attending meetings of our Board of Directors and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Our Board is currently chaired by Mr. Ziman, our Chairman. Our Board believes that Mr. Ziman’s service as our Chairman is in the best interests of our Company and our stockholders because Mr. Ziman possesses detailed and in-depth knowledge of the issues, opportunities and challenges we face. Our Board believes that his role as Chairman enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees and tenants.

There are no material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s voting securities, or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

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

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

BOARD MEETINGS

The Board held five regularly scheduled and special meetings in 2015 to review significant developments, engage in strategic planning, and act on matters requiring Board approval. Each incumbent director attended an aggregate of at least 75 percent of the Board meetings and the meetings of committees on which he served, during the period that he served in 2015. The Board also acted by unanimous written consent on 10 occasions.

BOARD COMMITTEES

Our Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The principal functions of each committee are briefly described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, with respect to each of these committees, and each of these committees is comprised exclusively of independent directors. Additionally, our Board may from time to time establish other committees to facilitate the management of our company.

Audit Committee

Our Audit Committee consists of three of our independent directors. We have determined that the Chairman and one additional member of our Audit Committee qualify as an “audit committee financial expert” as that term is defined by applicable SEC regulations and NYSE corporate governance listing standards. Our Board has determined that each of our Audit Committee members is “financially literate” as that term is defined by NYSE corporate governance listing standards. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:

• our accounting and financial reporting processes;

• the integrity of our consolidated financial statements and financial reporting process;

• our disclosure controls and procedures and internal control over financial reporting;

• our compliance with financial, legal and regulatory requirements;


•	the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

• the performance of our internal audit function; and

• our overall risk profile.

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee is also responsible for the Audit Committee report included in this Proxy Statement. Mr. Good is Chairman and Messrs. Rose and Schwab are members of the Audit Committee. Both Mr. Good and Mr. Rose qualify as audit committee financial experts. Additionally, our Board has determined that Mr. Good’s simultaneous service on the audit committees of OSIS, KYN and KYE will not impair his ability to effectively serve as a member of the

Company’s Audit Committee. During 2015, the Audit Committee met a total of four times. The Audit Committee also acted by unanimous written consent on one occasion.

Compensation Committee

Our Compensation Committee consists of three of our independent directors. We adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:


•	reviewing and approving, at least annually, the performance goals and objectives relevant to our Co-Chief Executive Officers’ compensation, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration of our Co-Chief Executive Officers based on such evaluation;


•	reviewing and approving the compensation of all of our other officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;


•	assisting management in complying with our Proxy Statement and annual report disclosure requirements;


•	producing a report on executive compensation to be included in our annual Proxy Statement (if required); and


•	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee, provided that such responsibilities do not pertain to matters involving executive compensation or certain matters determined to involve compensation intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Mr. Antin is Chairman and Messrs. Good and Schwab are members of the Compensation Committee. During 2015, the Compensation Committee met in person three times and met telephonically six times. The Compensation Committee also acted by unanimous written consent on two occasions.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee, or Governance Committee, consists of three of our independent directors. We adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Governance Committee, including:


•	identifying and recommending to the full Board qualified candidates for election as directors to fill vacancies on the Board or at any annual meeting of stockholders;


•	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; and


•	overseeing the Board’s evaluation of the performance of management.

Mr. Rose is Chairman and Messrs. Good and Schwab are members of the Governance Committee. During 2015, our Governance Committee met a total of two times. The Governance Committee also acted by unanimous written consent on one occasion.

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, consistent with the Audit Committee’s written charter, management has the primary responsibility for preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and the reporting process, including disclosure controls and procedures and the system of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management.

The Audit Committee has reviewed and discussed with management and the Company’s independent registered public accounting firm, Ernst & Young LLP, the Company’s December 31, 2015 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 Statements on Auditing Standards No. 16, “Communication with Audit Committees,” as amended. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm its independence from the Company and considered the compatibility of non-audit services with its independence.

Based upon the reviews and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission.

The foregoing report has been furnished by the Audit Committee as of April 8, 2016.

Steven C. Good, Chairman
Tyler H. Rose
Peter E. Schwab

CORPORATE GOVERNANCE

GOVERNANCE DOCUMENTS

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

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board formally approved a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:


•	honest and ethical conduct, including the ethical handling of actual or potential conflicts of interest between personal and professional relationships;


•	full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;


•	compliance with applicable governmental laws, rules and regulations;


•	prompt internal reporting of violations of the code to appropriate persons identified in the code; and


•	accountability for adherence to the code.

Any waiver of the Code of Business Conduct and Ethics for our directors, executive officers and other principal financial officers must be approved by the Board or the appropriate committee thereof, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight.

In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. In addition, our Audit Committee is responsible for reviewing related party transactions as described below under “Review and Approval of Transaction with Related Persons.”

Our Governance Committee oversees Board processes and oversees governance-related risks and monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

Our Compensation Committee, with input from our management, assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. In considering our employee compensation policies and practices, the Compensation Committee reviews our policies related to payment of salaries and wages, benefits, bonuses, stock-based compensation and other compensation-related practices and considers the relationship between risk management policies and practices, corporate strategy and compensation. We do not believe that our compensation program creates risks that are reasonably likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may write to the entire Board or any of its members at Rexford Industrial Realty, Inc., c/o Adeel Khan, Chief Financial Officer and Secretary, 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025. Stockholders and other interested parties also may e-mail the Chairman, the entire Board or any of its members c/o Adeel Khan, Chief Financial Officer and Secretary, at akhan@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 Chief Financial Officer and Secretary will perform a review in the normal discharge of his duties to ensure that communications forwarded to the Chairman, the Board or any of its members preserve the integrity of the process. While the Board oversees management, it does not participate in day-to-day management functions or business operations, and is not normally in the best position to respond to inquiries with respect to those matters. For example, items that are unrelated to the duties and responsibilities of the Board such as spam, junk mail and mass mailings, ordinary course disputes over fees or services, personal employee complaints, business inquiries, new product or service suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Chairman or any other director. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded to the Chairman or any other director and will not be retained. Such material may be forwarded to local or federal law enforcement authorities.

Any communication that is relevant to the conduct of our business and is not forwarded will be retained for one year and made available to the Chairman and any other independent director on request. The independent directors grant the Chief Financial Officer 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 Chief Financial Officer and Secretary (or his designee) reviews and approves responses on behalf of the Board in consultation with the applicable director(s), as appropriate.

Certain circumstances may require that the Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter. Nevertheless, the Board considers stockholder questions and comments important, and endeavors to respond promptly and appropriately.

NOMINATION PROCESS FOR DIRECTOR CANDIDATES

The Governance Committee is, among other things, responsible for identifying and evaluating potential candidates and recommending candidates to the Board for nomination. The Governance Committee is governed by a written charter, a copy of which is available on the Company Information—Governance Documents page of the Investor Relations section on our website at www.rexfordindustrial.com.

The Governance Committee regularly reviews the composition of the Board and whether the addition of directors with particular experiences, skills, or characteristics would make the Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills, or characteristics would make the Board more effective, the Governance Committee initiates a search. As a part of the search process, the Governance Committee may consult with other directors and members of senior management, and may hire a search firm to assist in identifying and evaluating potential candidates.

When considering a candidate, the Governance Committee reviews the candidate’s experiences, skills, and characteristics. The Governance Committee also considers whether a potential candidate would otherwise qualify for membership on the Board, and whether the potential candidate would likely satisfy the independence requirements of the NYSE as described below.

Candidates are selected on the basis of outstanding achievement in their professional careers, broad experience, personal and professional integrity, their ability to make independent analytical inquiries, financial literacy, mature judgment, high performance standards, familiarity with our business and industry, and an ability to work collegially. Other factors include having members with various and relevant career experience and technical skills, and having a Board that is, as a whole, diverse. Where appropriate, we will conduct a criminal and background check on the candidate. In addition, at least one member of the Board should have the qualifications and skills necessary to be considered an “audit committee financial expert,” as this term has been defined by the SEC in Item 407(d)(5)(ii) of Regulation S-K.

All potential candidates are interviewed by the Chairman of the Board and Governance Committee Chairman, and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the Chief Financial Officer and Secretary conducts a review of the director questionnaire submitted by the candidate and, as appropriate, a background and reference check is conducted. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, or add an additional member, or recommends a slate of candidates to the Board for nomination for election to the Board. The selection process for

candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

Stockholders may recommend candidates to our Board. The stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our Board of Directors and how the candidate satisfies the Board’s criteria. The stockholder must also provide such other information about the candidate as is set forth in our bylaws and as would be required by the SEC rules to be included in a Proxy Statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. The stockholder must submit proof of the stockholder’s holding of our common stock. All communications are to be directed to the Chairman of the Nominating and Corporate Governance Committee, c/o Rexford Industrial Realty, Inc., 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025, Attention: Chief Financial Officer and Secretary. For any annual meeting, recommendations received after 120 days prior to the anniversary of the date of the Proxy Statement for the prior year’s annual meeting will likely not be considered timely for consideration by the Governance Committee for that annual meeting.

AUDIT COMMITTEE FINANCIAL EXPERIENCE

Our Board has determined that Mr. Schwab is “financially literate” in accordance with SEC rules based on his prior experience. Mr. Schwab supervised individuals responsible for financial preparation and reporting during the course of his career and reviewed public company financial processes and disclosure as both an officer and director of public companies.

Furthermore, our Board has determined that Mr. Good is “financially literate” and qualifies as an audit committee financial expert as a result of the following relevant experience, which forms of experience are not listed in any order of importance and were not assigned any relative weights or values by our Board in making such determination:


•	Since February 2010, Mr. Good has served as a consultant for the accounting firm of Cohn Reznick LLP.


•	Mr. Good founded the accounting firm of Good, Swartz, Brown & Berns (predecessor of Cohn Reznick LLP) in 1976, and served as an active Senior Partner until February 2010.


•	From 1997 until 2005, Mr. Good served as a Director of Arden Realty Group, Inc., a publicly-held REIT listed on the NYSE.


•	Mr. Good currently serves as a Director of OSI Systems, Inc. (NASDAQ: OSIS).


•	Mr. Good also currently serves as a Director of Kayne Anderson MLP Investment Company (NYSE: KYN) and Kayne Anderson Energy Total Return Fund, Inc. (NYSE: KYE).


•	Mr. Good holds a Bachelor of Science degree in Accounting from the University of California, Los Angeles and attended its Graduate School of Business.

Lastly, our Board has also determined that Mr. Rose is “financially literate” and qualifies as an audit committee financial expert as a result of the following relevant experience, which forms of experience are not listed in any

order of importance and were not assigned any relative weights or values by our Board in making such determination:


•	Since December 2009, Mr. Rose has served as the Executive Vice President and Chief Financial Officer of Kilroy Realty Corporation after serving as Senior Vice President and Treasurer since 1997.


•	From 1995 until 1997, Mr. Rose served as Senior Vice President, Corporate Finance of Irvine Apartment Communities, Inc. and was appointed Treasurer in 1996.


•	From 1986 until 1995, Mr. Rose was employed at J.P. Morgan & Co., serving in its Real Estate Corporate Finance Group until 1992 and as Vice President of its Australia Mergers and Acquisitions Group from 1992 to 1994.


•	Mr. Rose served as a financial analyst for General Electric Company for two years.


•	Mr. Rose currently serves on the Policy Advisory Board for the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley


•	Mr. Rose holds a Master of Business Administration degree from the University of Chicago Booth School of Business and a Bachelor of Arts degree in Economics from the University of California, Berkeley.

AUDIT COMMITTEE PRE-APPROVAL POLICY

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young LLP’s fees for the fiscal years ended December 31, 2015 and 2014 were as follows:



	Fiscal Year Ended December 31
	2015	2014
Audit Fees	855,000	713,000
Audit-Related Fees	2,000	153,000
Tax Fees	449,000	553,000
All Other Fees	—	—
Total Fees	1,306,000	1,419,000

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 acquisition audits of a significant 2014 portfolio acquisition and four individually insignificant 2014 acquisitions to comply with the SEC’s Regulation S-X Rule 3-14 in addition to the fee to access the accounting research database.

Tax Fees—Includes tax return preparation and other tax planning services in the period the services occurred.

All of the services performed by Ernst & Young LLP were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

BOARD ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS

While the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, the Board encourages all directors to attend the Annual Meeting. Three of our directors attended our 2015 Annual Meeting of Stockholders.

OTHER COMPANY PROPOSALS

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2016. Pursuant to this appointment, Ernst & Young LLP will serve as our independent registered public accounting firm and report on our consolidated financial statements for the fiscal year ending December 31, 2016.

We expect that representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification at the Annual Meeting with a view towards soliciting stockholders’ opinions, which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of another independent registered accounting firm. The Audit Committee may terminate Ernst & Young LLP’s engagement as our independent registered public accounting firm without the approval of our stockholders whenever the Audit Committee deems termination appropriate.

Recommendation of the Board of Directors:

Our Board of Directors recommends a vote “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

PROPOSAL NO. 3

ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, our stockholders are entitled to 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. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory recommendation only, and it is not binding on the Company or our Board or Compensation Committee.

Although the approval is non-binding, our Compensation Committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions.

Summary¹

2015 Business Highlights

During 2015, the executive officers led the Company to achieve strong operational and financial results, including the following:


•	Generated a 7.7% total stockholder return in 2015, exceeding the 2.52% total return of the MSCI US REIT Index. Since our IPO in 2013, our total stockholder return of 26.6% has exceeded the MSCI US REIT Index by 400 basis points over the same period.


•	Achieved Same Property Portfolio occupancy of 94.4%, which represents an increase of 160 basis points year over year.


•	Achieved Stabilized Same Property Portfolio occupancy of 95.6%, which represents an increase of 290 basis points year over year.


•	Increased Same Property Portfolio net operating income (“NOI”) by 6.7% on a GAAP basis and by 7.5% on a cash basis.


•	Completed the acquisition of 21 properties for $248 million that are contributing to recurring funds from operations (“Recurring FFO”)/share growth generated by a combination of recurring cash flow and value-add repositioning.


•	Raised a combined $284 million of equity and debt funding to fuel the Company’s business plan by expanding and diversifying the Company’s sources of capital and thereby ensuring well-staggered debt maturities and conservative leverage ratios.


•	Achieved investment-grade rating of BBB- from Fitch Credit Rating.


•	Increased our quarterly dividend by 12.5% in September 2015 from $0.120 to $0.135.

Our Same Property Portfolio is a subset of our consolidated portfolio and includes properties that were wholly-owned by us as of January 1, 2014 and still owned by us as of December 31, 2015. Our Stabilized Same Property Portfolio represents the properties included in our Same Property Portfolio, adjusted to exclude spaces that were under repositioning.

2015 Executive Compensation Highlights

The fundamental principles that drive the compensation decisions of our Compensation Committee are to encourage high performance, promote accountability and assure that the interests of our executives are aligned with the interests of the Company’s stockholders. In 2015, the Compensation Committee took into account a number of operational and financial factors in setting compensation, including the factors described above in 2015 Business Highlights.

The Company believes that our current executive compensation program represents a balanced, pay-for-performance structure, based on its inclusion of the following key features:

________________________

¹See Appendix A for the definition of “NOI” and a reconciliation of NOI to net income computed in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as the definition “FFO, “Recurring FFO” and “Recurring FFO per share” and a reconciliation of FFO and Recurring FFO to net income computed in accordance with GAAP.


•	We implemented a performance-based long-term incentive award program in 2015 that only provides tangible value to our executives upon the creation of significant absolute stockholder value and upon outperforming the median of our executive compensation peer group (discussed below) as to total stockholder return over a three-year performance period.


•	In early 2016, we adopted minimum stock ownership guidelines for our named executive officers to further ensure that the interests of the Company’s executives are aligned with those of

stockholders.


•	In early 2016, we adopted an anti-pledging policy that prohibits our executive officers from engaging in any transaction that might allow them to gain from declines in the Company’s stock and raise potential risks to stockholder value.


•	Approximately 82% of the 2015 compensation awarded to our Co-Chief Executive Officers is variable and/or at risk subject to the Company’s or individual performance results.


•	For 2016, we expect to implement a formulaic cash incentive program that will be directly tied to pre-established performance goals and will include a stated target and maximum payout for each executive.

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, commonly known as a “say-on-pay” 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, 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.”

Recommendation of the Board of Directors:

Our Board of Directors unanimously recommends that stockholders vote “FOR” the advisory approval of the compensation of the named executive officers for the fiscal year ended December 31, 2015, as more fully disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY FREQUENCY VOTE”)

The Dodd-Frank Act also enables our stockholders to indicate how frequently they believe we should seek an advisory vote on the compensation of our named executive officers (referred to below as the “Frequency Proposal”). We are seeking an advisory, non-binding determination from our stockholders as to the frequency with which our stockholders have an opportunity to provide an advisory approval of the compensation of our named executive officers. Stockholders may vote for a frequency of one, two or three years, or abstain.

For the reasons described below, we recommend that our stockholders select a frequency of one year, or an annual vote.

We believe that this frequency is appropriate because it will enable our stockholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our Proxy Statement, leading to a more meaningful and coherent communication between the Company and our stockholders on the compensation of our named executive officers. An annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. Additionally, the Board’s determination was further based on the premise that this recommendation could be modified in future years if it becomes apparent that an annual frequency vote is not meaningful, is burdensome or is more frequent than dictated by best corporate governance practices.

Based on the factors discussed, the Board recommends that future votes on executive compensation occur every year until the next advisory Say-on-Pay Frequency Vote. Stockholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their choice among the following frequency options: every year, every two years or every three years, or to abstain from voting.

Recommendation of the Board of Directors:

Our Board of Directors unanimously recommends that you vote for a frequency of “ONE YEAR” for future advisory votes of the compensation of the named executive officers.

EXECUTIVE OFFICERS

Rexford Industrial Realty, Inc.’s executive officers are as follows:



Name	Age	Position
Howard Schwimmer	55	Co-Chief Executive Officer and Director
Michael S. Frankel	53	Co-Chief Executive Officer and Director
Adeel Khan	42	Chief Financial Officer and Secretary
David Lanzer	43	General Counsel

The following section sets forth certain background information regarding those persons currently serving as executive officers of Rexford Industrial Realty, Inc., excluding Howard Schwimmer and Michael S. Frankel, who are described on page 10 under the heading “Proposal No. 1—Nominees for Election to the Board”:

Adeel Khan

Mr. Khan has served as our Chief Financial Officer since our IPO. Mr. Khan served as Corporate Controller for our predecessor business from March 2012 until our IPO. From February 2002 until February 2012, Mr. Khan served as Vice President and Controller at MPG Office Trust, Inc., formerly known as Maguire Properties (NYSE: MPG), the largest owner of class-A office buildings in downtown Los Angeles, with an office and hotel portfolio in Southern California and Denver, Colorado (“MPG”). Prior to MPG, Mr. Khan served as Senior Financial Analyst at The Walt Disney Company (NYSE: DIS). Mr. Khan also served as a Senior Auditor & Consultant at Arthur Andersen LLP, where Mr. Khan assumed responsibility for the audit of public real estate, financial services and media/technology companies. Mr. Khan is a Certified Public Accountant and obtained his Bachelor of Arts in Business Administration at the California State University, Fullerton. Mr. Khan brings to the Company 20 years of accounting, finance and operations experience.

David Lanzer

Mr. Lanzer has served as our General Counsel since March 2016. From January 2010 to March 2016, Mr. Lanzer served as First Vice President and Senior Counsel of Prologis, Inc. (NYSE: PLD), the world’s largest industrial real estate investment trust. Prior to Prologis, from December 2002 to January 2009, Mr. Lanzer served as Vice President and Deputy General Counsel and a Market Officer at Lauth Group, Inc., a privately held, national development and construction firm that has developed in excess of $3 billion of industrial, office, retail and healthcare projects across the United States. Mr. Lanzer began his legal career as an attorney with the Indianapolis law firm of Wooden & McLaughlin LLP. Mr. Lanzer obtained his Bachelor of Arts, with distinction, in Political Science with a minor in Mathematics at Purdue University, West Lafayette, and his Doctor of Jurisprudence at Indiana University, Bloomington. Mr. Lanzer brings to the Company 18 years of real estate and legal experience.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

Introduction

The “Executive Compensation” section of this Proxy Statement presents the detailed compensation arrangements for our named executive officers (“NEOs”) for fiscal year 2015, which were determined by the Compensation Committee. For the fiscal year ended December 31, 2015, our NEOs and their titles were as follows:


•	Howard Schwimmer, Co-Chief Executive Officer


•	Michael S. Frankel, Co-Chief Executive Officer


•	Adeel Khan, Chief Financial Officer

The Compensation Discussion and Analysis includes the following sections:


•	Executive Summary


•	Compensation Program Objectives


•	Elements of Compensation


•	Governance Policies Relating to Compensation

Executive Summary

Stockholder Say-on-Pay Vote

During 2015, we became a large accelerated filer and exited the “emerging growth company” status as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). As such, our stockholders will have their first opportunity to cast an advisory vote to approve our NEO compensation at the Annual Meeting (see Proposal 3 contained in this Proxy Statement). In the future, we intend to consider the outcome of the say-on-pay votes when making compensation decisions regarding our named executive officers.

Business Highlights²

We are a leading Southern California-focused industrial real estate investment firm, focused on creating value by acquiring, managing, and repositioning industrial property located in prime infill Southern California submarkets. Our 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.

During 2015, the NEOs led the Company to achieve strong operational and financial results, including the following:


•	Generated a 7.7% total stockholder return in 2015, exceeding the 2.52% total return of the MSCI US REIT Index. Since our IPO in 2013, our total stockholder return of 26.6% exceeded the MSCI US REIT Index by 400 basis points.


•	Achieved Same Property Portfolio occupancy of 94.4%, which represents an increase of 160 basis points year over year.


•	Achieved Stabilized Same Property Portfolio occupancy of 95.6%, which represents an increase of 290 basis points year over year.


•	Increased Same Property Portfolio NOI by 6.7% on a GAAP basis and by 7.5% on a cash basis.

________________________

²See Appendix A for the definitions of “Same Property Portfolio NOI” and “Same Property Portfolio Cash NOI” and a reconciliation of Same Property Portfolio NOI to net income computed in accordance with GAAP.


•	Completed the acquisition of 21 properties for $248 million that are contributing to Recurring FFO/share growth generated by a combination of recurring cash flow and value-add repositioning.


•	Raised a combined $284 million of equity and debt funding to fuel the Company’s business plan by expanding and diversifying the Company’s sources of capital and thereby ensuring well-staggered debt maturities and conservative leverage ratios.


•	Achieved investment grade rating of BBB- from Fitch Credit Rating.


•	Increased our quarterly dividend by 12.5% in September 2015 from $0.120 to $0.135.

Total Stockholder Return

Our total stockholder return (“TSR”) has exceeded the TSR of our executive compensation peer group since our IPO in July 2013:



Total stockholder return (% change):	1 Year	2 Year	Since IPO
Rexford Industrial Realty, Inc.	7.72%	32.49%	26.57%
Executive Compensation Peer Group Average⁽¹⁾	(0.19)%	14.67%	7.44%
MSCI REIT Index	2.52%	33.67%	22.57%
SNL US REIT Index ($500M - $1B Implied Cap)	(7.33)%	16.1%	18.02%


(1)	Refer to page 37 in this Proxy Statement for a list of our executive compensation peer group.

Compensation Highlights

The key elements of our 2015 compensation program for our NEOs, as well as the key features expected for our 2016 compensation program, are as follows:



Pay Element	Compensation Type	Objective and Key Features
Base Salary	Fixed Cash	Objective Salaries are set at a level that are commensurate with our NEOs’ positions and provide competitive fixed pay to attract and retain our NEOs. Key Features NEO base salaries remained unchanged from 2013 to 2016, except for Mr. Khan who received a market-based increase in 2014.
Annual Cash Bonus	Variable Incentive Cash	Objective To incentivize the attainment of short-term Company objectives and individual contributions to the achievement of those objectives for the year. Key Features In 2015, annual cash bonuses were designed to incentivize management to attain Company and/or individual performance goals for the year that further our interest and the interests of our stockholders, and were determined at the discretion of the Compensation Committee. Beginning in 2016, we expect our annual cash incentive program will be driven by a formulaic program. We currently expect that: • 80% of the each executive’s bonus opportunity under the program will be determined by the achievement of financial performance hurdles, with the remaining 20% determined based on the Compensation Committee’s review of individual/subjective performance criteria. • The performance criteria will be designed to motivate the achievement of annual goals that we believe will ultimately translate into an increase in the equity value of the Company and the targets will be designed to be challenging and difficult to attain, but achievable with significant effort and skill.
Annual Long-Term Incentives (Time-Vesting)	Variable Incentive Equity	Objective Structured to reward our NEOs for driving stock price performance and to help retain our NEOs by requiring continued employment over a multi-year period as a condition to vesting. These awards subject our NEOs to the same market fluctuations as stockholders experience and thereby motivate our NEOs to create long-term stockholder value. Key Features • Grant size determined based on a detailed retrospective review of the Company’s overall annual performance and the compensation levels of our NEOs in comparison to our executive compensation peer group. • Granted in time-based LTIP units or restricted shares that vest ratably over a four-year period. Although historically we have granted our NEOs restricted stock in our company, in 2015, we granted LTIP units in Rexford Industrial Realty, L.P., our operating partnership.



Pay Element	Compensation Type	Objective and Key Features
Annual Long-Term Incentives (Performance-Vesting)	Variable Incentive At-Risk Equity	Objective Designed to enhance the overall pay-for-performance structure of our executive compensation program and stockholder alignment, while motivating and rewarding NEOs for superior TSR performance based on rigorous absolute TSR hurdles and outperforming relative to our peers’ TSR over a multi-year performance period. Key Features • Only provides tangible value to our NEOs upon the creation of meaningful stockholder value above specified hurdles over a three-year performance period. Granted in the form of performance units in our operating partnership. • 2015 awards allocated 40/60 between achievement of absolute TSR hurdles and achievement of relative TSR hurdles. • Threshold payout under the absolute component requires that our TSR equal or exceed 24% over a three-year performance period; and, a 50% TSR must be achieved to earn the maximum payout under the absolute component. • Threshold payout under the relative component requires that our TSR equal or exceed the 50th percentile of the constituents of the SNL US Equity REIT Index (for companies with an implied market cap of $500 million - $1 billion) over a three-year performance period; performance equal to or above the 75th percentile must be achieved to earn the maximum payout under the relative component. • Maximum payout is earned only if both the absolute and relative TSR hurdles are achieved.
Compensation Governance	Risk Management	Objective In 2016, implement policy features to discourage behavior that could lead to excessive risk-taking. Key Features • Limits on incentive compensation so that cash bonuses may not exceed set percentages of base salary (150% for the Co-CEOs; 125% for the CFO). • Minimum stock ownership guidelines for NEOs, with a 6x base salary requirement for our Co-CEOs and 3x base salary requirement for our CFO. • Anti-hedging policy that prohibits any NEO or director from trading in puts, calls, options or similar derivative securities with respect to Company shares.

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 82% of the Co-CEOs’ total direct compensation is variable and/or at risk subject to the Company’s performance results. Although the Compensation Committee does not target any particular percentile of our executive compensation peer group, the overall compensation program is designed so that if the Company’s performance exceeds expectations and is above that of our peers, it is intended to result in total direct compensation that is at the high end of the peer range and attractive relative to compensation available at successful competitors. Conversely, if the Company’s performance is below expectations and peer levels, it is intended to result in total direct compensation that is at the low end of the peer range and is less than those amounts paid at more successful competitors.

Total direct compensation refers to the compensation required to be disclosed in our Summary Compensation Table for 2015, but disregards additional compensation amounts identified as “all other compensation” because the

Compensation Committee believes those amounts are immaterial and are not typically considered in its annual compensation decisions.

For 2015 performance, total direct compensation was allocated as follows for the Co-Chief Executive Officers:

Compensation Program Objectives

Compensation Program Objectives and Rewards

The objectives of the Company’s executive compensation program are as follows:


•	Motivate, attract and retain qualified executives who are committed to the Company’s mission, performance and culture.


•	Create a fair, reasonable and balanced compensation program that rewards NEOs’ performance and contributions to the Company while closely aligning the interests of the NEOs with those of stockholders.


•	Provide total direct compensation to our NEOs that is competitive with total direct compensation paid by comparable real estate firms similar to our Company.

What Our Compensation Program is Designed to Reward

We believe that the Company’s executive compensation program design features assist in rewarding the following:


•	Goals aligned with the Company’s annual operating and strategic plans that do not encourage excessive risk taking;


•	Base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;


•	A significant portion of each executive’s compensation tied to the future share performance of the Company, thus aligning their interests with those of our stockholders;


•	Equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation; and


•	A mix between cash and equity compensation designed to encourage strategies and actions that are in the long-term best interests of the Company.

Role of the Compensation Consultant and Use of Aggregate Peer Group Data

In 2015, the Compensation Committee engaged the services of an outside independent compensation consultant, FTI Consulting, Inc. (“FTI Consulting”), to assist it in determining the appropriate amounts, types and mix of compensation for our executive officers in order to achieve the overall objectives as described above. The Compensation Committee, with the help of FTI Consulting, reviews the compensation practices of other REITs in order to evaluate market trends and compare our compensation programs with our competitors. Based in part on this data and analysis provided by FTI 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 report relating to 2015 compensation, FTI Consulting recommended, based on its review of the executive compensation peer group analysis, current industry trends, existing employment agreements and other factors specifically related to the Company, the level of base and incentive cash bonus compensation to be set for each NEO as well as the amount of equity awards to be granted to each NEO. Based on the Company’s and 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 FTI Consulting determines an appropriate level of annual compensation, although no particular executive compensation peer group percentile is targeted for any of our NEOs. The Compensation Committee considered FTI Consulting recommendations and peer group analysis when determining base salaries, annual incentives and long-term incentives.

Based upon the recommendations of FTI Consulting, the Company considered the following parameters in selecting our executive compensation peer group:


•	Include industrial-focused REITs, including diversified REITs with a large industrial portfolio, that have an implied market capitalization generally less than approximately $3 billion; and


•	Include additional REITs comparable in terms of size, including REITs with an implied equity market capitalization ranging from approximately $400 million to approximately $1 billion.

The following table provides a list of each company in our executive compensation peer group and a summary of the parameter that qualifies each company as an appropriate peer. The implied equity market capitalizations are based on the values at the time at which the Compensation Committee reviewed the executive compensation peer group market data in August 2015:



Company	Implied Equity Market Cap ($ million)	Peer Based on Size Parameter of $400M - $1B	Peer Based on Industrial Portfolio Parameter
Agree Realty Corporation	562.1	ü
American Residential Properties, Inc.	576.9	ü
CareTrust REIT, Inc.	370.3	ü
Cedar Realty Trust Inc.	585.8	ü
DCT Industrial Trust, Inc.	3,187.9		ü
EastGroup Properties, Inc.	1,877.4	ü	ü
First Industrial Realty Trust, Inc.	2,398.9		ü
First Potomac Realty Trust	716.9	ü	ü
Getty Realty Corporation	554.8	ü
Gramercy Property Trust Inc.	1,344.8	ü	ü
Investors Real Estate Trust	972.8	ü
Lexington Realty Trust	2,101.6		ü
PS Business Parks, Inc.	2,615.0		ü
STAG Industrial, Inc.	1,377.4	ü	ü
STORE Capital Corporation	2,660.1		ü
Terreno Realty Corporation	893.7	ü	ü
Urstadt Biddle Properties, Inc.	658.2	ü
Whitestone REIT	335.5	ü	ü
Rexford Industrial Realty, Inc.	801.2

Determination of Compensation Consultant’s Objectivity. The Compensation Committee recognizes that it is essential to receive objective advice from its outside compensation consultant. As a result, in 2015 the Company did not engage FTI Consulting in matters unrelated to executive compensation. In addition, the Compensation Committee has the sole authority to retain and terminate FTI Consulting as its compensation consultant and approve fees and other engagement terms. Other than providing the advice as described above, FTI Consulting did not provide any services to the Company in 2015. The Compensation Committee has considered the independence of FTI, consistent with the requirements of NYSE, and has determined that FTI 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 FTI Consulting.

Role of Management and the Chief Executive Officer in Setting Executive Compensation

On an annual basis, our Compensation Committee and Co-CEOs consider market competitiveness, business results, experience and individual performance in evaluating executive compensation. Our Co-CEOs are engaged in setting compensation for our other NEO 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 final decisions affecting executive compensation are made by the Compensation Committee.

Elements of Compensation

The Company’s primary components of compensation for its executive officers have been base salary, annual incentive cash 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. Although historically our annual long-term equity incentive compensation has been granted in the form of time-vesting equity awards, beginning in 2015, performance-vesting profits interest units in our operating partnership, or performance units, were added as a compensation vehicle that would reinforce our 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, executives receive a significant percentage 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 the range of base salaries paid to comparable officers in the executive compensation peer group and sufficient to attract competent executive talent and maintain a stable management team.

After a review of base salaries and total cash compensation as compared to our executive compensation peer group, it was concluded that it would be appropriate to maintain base salary levels for 2015 and 2016 for each of our NEOs.



Named Executive Officer	2014 Base Salaries	2015 Base Salaries	2016 Base Salaries
Howard Schwimmer, Co-CEO	$495,000	$495,000	$495,000
Michael S. Frankel, Co-CEO	$495,000	$495,000	$495,000
Adeel Khan, CFO	$315,000	$315,000	$315,000

Annual Cash Incentives

2015 Cash Bonus Program for Executive Officers

During 2015, all NEOs were eligible for an annual cash bonus payment based upon achieving certain company and individual performance criteria during the year as determined at the discretion of the Compensation Committee. Discretionary annual incentive cash bonuses for the fiscal year are determined and paid in the following fiscal year.

Each of the NEOs has an employment agreement with the Company that provides for a discretionary annual bonus opportunity that is targeted as a certain percentage of base salary as follows:



Named Executive Officer		Target
Howard Schwimmer, Co-CEO		100%
Michael S. Frankel, Co-CEO		100%
Adeel Khan, CFO		80%

Actual 2015 Annual Cash Bonuses

During 2015, the Compensation Committee reviewed and considered the following performance achievements of the Company’s business plan and budgets in determining the NEOs’ 2015 cash bonuses:



Performance Criteria³	Performance Range	Actual 2015 Results	Achieved?
Year-end Same Property Portfolio occupancy	93% - 94%	94.5%	Exceeded
Same Property Portfolio NOI growth	5% - 7%	6.7%	Met
Acquisitions of industrial property in infill Southern California	Approx. $250 million or more	$248 million	Met
Recurring FFO per share	$0.77 - $0.80	$0.82	Exceeded
Initiate External FFO Guidance		Initiated	Achieved
Obtain Fitch Credit Rating		Obtained investment grade rating BBB-	Achieved
G&A Expense	$14.5 million - $15.5 million	$15.0 million	Met

Based on the above performance achievements of the Company and in consideration of each NEO’s individual contributions and performance, the actual cash bonuses paid for 2015 performance were as follows:



Named Executive Officer		2015 Annual Cash Bonuses
Howard Schwimmer, Co-CEO		$495,000
Michael S. Frankel, Co-CEO		$495,000
Adeel Khan, CFO		$252,000

New 2016 Cash Incentive Program for Executive Officers

In 2016, the Compensation Committee expects to adopt a formulaic cash incentive program, of which 80% of such performance goals are expected to be directly tied to the achievement of a number of specific Company performance criteria that are critical for the achievement of the annual strategic goals and business plan of the Company, with the remaining 20% expected to be determined by reference to the attainment of individual performance goals, set at the Compensation Committee’s discretion. The annual incentive cash bonus for the fiscal year is expected to be paid in the first quarter of the following year once the results for the year have been finalized.

________________________

³See Appendix A for the definition of “Same Property Portfolio NOI” and a reconciliation of Same Property Portfolio NOI to net income computed in accordance with GAAP, as well as the definition of “FFO,” “Recurring FFO” and “Recurring FFO per share” and a reconciliation of FFO and Recurring FFO to net income computed in accordance with GAAP.

The following table shows the expected 2016 threshold, target and maximum bonus opportunities for each NEO, based on a percentage of the NEO’s base salary.



Named Executive Officer	Threshold	Target	Maximum
Howard Schwimmer, Co-CEO	50%	100%	150%
Michael S. Frankel, Co-CEO	50%	100%	150%
Adeel Khan, CFO	50%	100%	125%

For 2016, the primary measurement criteria are expected to include the following measures:



Performance Criteria	Weighting	Rationale for Including in the Plan
Recurring FFO per share	30%	Encourages focus on profitability as determined by reference to this prevalent REIT earnings metric.
Year-End Same Property Portfolio Occupancy	15%	Seeks to reward management utilizing a balanced approach for executing the Company’s business plan by rewarding the executions of new leases in conjunction with encouraging renewals by existing tenants and increases in rental rates.
Aggregate Re-Leasing Spreads	15%
Same Property Portfolio NOI Growth	10%	Encourages focus on internal growth at existing portfolio.
General & Administrative Expenses	10%	Encourages management to control overhead costs effectively to maximize stockholder value.
Subjective / Individual Performance	20%	Represents indicators of the executive’s success in fulfilling his responsibilities to the Company and in executing its strategic business plan.

Long-Term Incentives

The Company’s long-term incentive compensation program consists of equity-based awards under our 2013 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 shares 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.

Although historically we have granted long-term equity incentives in the form of time-vesting Company restricted shares, in 2015 our Compensation Committee decided to grant awards in the form of time-vesting profits interest units (LTIP units) and performance-vesting profits interest units (performance units) in our operating partnership, which may ultimately be exchanged on a one-for-one basis into shares of our common stock (if earned). We changed our awards from restricted stock to profits interest units in order to provide our executives with a more tax-efficient form of compensatory equity award, while preserving our ability to grant performance- and time-vesting awards that align the interests of our NEOs with those of our stockholders, and because we believe the accounting impact of those awards is preferable to the Company.

2015 LTIP Units

Based on the foregoing considerations, including the TSR and operational performance highlighted on page 31, in December 2015, the Compensation Committee approved LTIP units with dollar-denominated values as follows:



Named Executive Officer		2015 Annual Long-Term Incentives
Howard Schwimmer, Co-CEO		$1,000,000
Michael S. Frankel, Co-CEO		$1,000,000
Adeel Khan, CFO		$650,000

These LTIP unit awards vest and the restrictions cease to apply with respect to twenty-five percent of the units underlying each award on December 15 of each year over a four-year period, beginning on December 15, 2016, subject to continued employment through the applicable vesting date. The Compensation Committee believes that LTIP unit grants with time-based vesting features provide the desired incentive to increase the Company’s share price and, therefore, the value for our stockholders over a four-year period. If the Company has poor performance that results in poor stockholder returns, then the value of the LTIP units, and likewise the executive’s total realized compensation, will be reduced. If the Company has superior performance that results in superior stockholder returns, then the value of the LTIP units, and likewise the NEO’s total realized compensation, will be significantly increased.

Distributions are paid on all LTIP units, whether vested or unvested, as and when dividends are declared on our common stock.

2015 Performance Unit Awards

On December 15, 2015, the Compensation Committee approved performance unit awards which vest, subject to the achievement of the goals described below, based on both the Company’s absolute TSR and TSR performance relative to a peer group over the three-year performance period from December 15, 2015 through December 14, 2018. The maximum number of units will be earned under the awards if the Company both (a) achieves 50% or higher absolute TSR, inclusive of all dividends paid, over the three-year performance period and (b) finishes in the 75th or greater percentile of the peer group for TSR over the three-year performance period.

Each award of performance units is comprised of a number of units designated as “absolute TSR base units,” a number of units designated as “relative TSR base units” and a number of “distribution equivalent units.” For each award, (i) the number of absolute TSR base units is equal to 40% of the difference between the total number of performance units and the number of distribution equivalent units, and (ii) the number of relative TSR base units is equal to 60% of the difference between the total number of performance units and the number of distribution equivalent units. The table below sets forth the total number of Performance Units awarded to each of the executives, as well as the number of Performance Units that constitute absolute TSR base units and relative TSR base units.



Named Executive Officer	Total Performance Units	Absolute TSR Base Units	Relative TSR Base Units
Howard Schwimmer, Co-CEO	135,042	49,402	74,102
Michael S. Frankel, Co-CEO	135,042	49,402	74,102
Adeel Khan, CFO	45,914	16,796	25,195

Listed below are the grant date values and the number of units each of the NEOs will be eligible to receive under the performance unit awards upon achieving threshold, target and maximum goals for both the absolute TSR and relative TSR components (and excluding any distribution equivalent units):



Named Executive Officer	Threshold Award (# Units)	Target Award (# Units)	Maximum Award (# Units)⁽¹⁾	Grant Date Value⁽²⁾
Howard Schwimmer, Co-CEO	24,701	74,102	123,504	$921,586
Michael S. Frankel, Co-CEO	24,701	74,102	123,504	$921,586
Adeel Khan, CFO	8,398	25,195	41,991	$313,338


(1)	Represents the maximum performance units that may vest, excluding any distribution equivalent units.


(2)	Represents the grant date fair value was based on probable outcome of the performance conditions, computed in accordance with FASB ASC 718.

Any performance units that are ultimately earned will vest in full on December 14, 2018, 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).

With respect to the absolute TSR base units, if the following hurdles are achieved over the three-year performance period, that portion of the award will become vested as follows:



	Absolute TSR Performance	% of Absolute TSR Base Units Earned
“Threshold Level”	24%	20%
“Target Level”	37%	60%
“Maximum Level”	50%	100%

With respect to the relative TSR base units, if the following hurdles are achieved over the three-year performance period, that portion of the award will become vested as follows:



	Relative TSR Performance (based on the SNL US $500M - $1B Implied Cap. REIT Index)	% of Relative TSR Base Units Earned
“Threshold Level”	50th percentile of the peer group	20%
“Target Level”	62.5 percentile of the peer group	60%
“Maximum Level”	75th percentile of the peer group	100%

If performance falls between the levels specified in either or both of the two tables above, the applicable portion of the performance unit awards to be earned will be determined by straight-line interpolation between the specified levels.

To the extent that common stock dividends with an ex-dividend date that occurs during the performance period with respect to the shares of common stock corresponding to the performance units are paid, performance units (whether vested or unvested) 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 the shares of common stock corresponding to the performance units that

are earned and become vested (less any actual distributions made with respect to such units during the performance period pursuant to the partnership agreement, as described in the immediately preceding sentence) will vest following the completion of the performance period, up to the maximum number of distribution equivalent units that are included in the award. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (i) (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in common stock on the applicable ex-dividend date and (ii) to reflect the value of any notional dividends on the notional shares resulting from such hypothetical reinvestment of distributions with an ex-dividend date occurring on or after the hypothetical issuance of such notional shares and on or prior to the last day of the performance period.

Retirement Plans

The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to a 401(k) plan. We established a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. In 2015, we did not match our NEOs’ contributions to the 401(k) plan or otherwise make any employer contributions to the 401(k) plan.

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 executives. The NEOs’ employment agreements 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. Our NEO employment agreements also provide our NEOs with equity award acceleration (excluding the 2015 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. By including these severance and change in control arrangements in the employment agreements, our Compensation Committee believes we can reinforce and encourage the continued attention and dedication of NEOs to their assigned duties without distraction in the face of an actual or threatened transaction and ensure that the NEOs are motivated to negotiate the best acquisition consideration for our stockholders.

For a description of the material terms of our 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 2015 Table” and “--Potential Payments Upon Termination or Change in Control” below.

Governance Policies Relating to Compensation

Minimum Ownership Guidelines

The Company’s Board of Directors expects the Co-CEOs and the CFO to own a meaningful equity interest in the Company to more closely align the interests of our executive officers with those of stockholders. Accordingly, the Board has established equity ownership guidelines for the Co-CEOs and the CFO. The executives are required to hold common shares with a value equivalent to a multiple of their salary as listed in the table below:



Title		Multiple
Co-CEOs		6 x Base Salary
CFO		3 x Base Salary

The NEOs have until December 2020 to meet the share ownership guidelines. Vested and unvested restricted common shares 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 units.

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 shares 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 our chief executive officer and each of the other named executive officers (other than our chief financial officer), unless compensation is performance based. 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 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 162(m) of the Code. 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, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes 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, LTIP units and performance 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 REPORT

The Compensation Committee of the Board of Directors of Rexford Industrial Realty, Inc., a Maryland corporation, has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report of the Compensation Committee is not soliciting material, is not deemed filed with the Securities and Exchange Commission, and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Compensation Committee as of April 8, 2016.

Robert L. Antin, Chairman

Steven C. Good

Peter E. Schwab

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our NEOs for 2015, 2014 and 2013.



Name and Principal Position	Year	Salary($)⁽¹⁾	Bonus($)⁽²⁾	Stock Awards($)		All Other Compensation($)⁽³⁾	Total($)
Howard Schwimmer Co-Chief Executive Officer	2015	495,000	495,000	1,871,600	⁽⁴⁾	26,559	2,888,159
	2014	495,000	495,000	875,002		24,012	1,889,014
	2013	218,942	495,000	4,000,010	⁽⁵⁾	—	4,713,952
Michael S. Frankel Co-Chief Executive Officer	2015	495,000	495,000	1,871,600	⁽⁴⁾	13,126	2,874,726
	2014	495,000	495,000	875,002		14,112	1,879,114
	2013	218,942	495,000	4,000,010	⁽⁵⁾	—	4,713,952
Adeel Khan Chief Financial Officer	2015	315,000	252,000	930,846	⁽⁴⁾	12,825	1,510,671
	2014	301,667	252,000	400,000		13,820	967,487
	2013	121,634	270,000	275,002		—	666,636

_____________

(1)

Amounts shown in the “Salary” column reflect the base salary earned by each NEO during the applicable year. Amounts shown for the year 2013 reflect the base salary earned by each NEO during the period beginning on July 24, 2013 (the closing of our IPO) and ending December 31, 2013. We previously disclosed the base salary paid to each NEO in 2013, rather than the base salary earned (and therefore the amounts above revise the amounts previously disclosed in our Proxy Statement filed on April 15, 2014, wherein we disclosed base salaries paid to Messrs. Schwimmer, Frankel and Khan of $205,615, $205,615 and $114,231, respectively). The difference between the amounts paid and the amounts earned relates to payroll cycle timing differences. All amounts disclosed now reflect the salary earned by our NEOs for the applicable year.


(2)	Amounts reflect the payment of discretionary bonuses awarded to the NEOs with respect to performance during the applicable year.


(3)	Amounts reflect medical insurance premiums paid by the Company during 2015 and 2014, respectively, for the direct or indirect benefit of the NEO that are not generally available to all other employees of the Company.

(4)

Amounts reflect the full grant-date fair value of LTIP units and performance units granted in 2015 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 LTIP units and performance units made to executive officers in Note 15 to our consolidated and combined financial statements contained in our Annual Report on Form 10-K filed February 25, 2016. There can be no assurance that awards will vest (in which case no value will be realized by the individual).

The performance unit awards are treated as market condition shares as defined under ASC Topic 718, and as a result, the grant date values will not differ from the fair values.

(5)

In connection with our IPO, we granted to each of Messrs. Schwimmer and Frankel 285,714 shares of restricted common stock, each with a grant-date fair value of $3,939,530. In connection with the Accommodation entered into in October 2013 each of Messrs. Schwimmer and Frankel agreed to cancel 281,394 of the restricted shares subject to their respective IPO grants such that, as of December 31, 2013, each of Messrs. Schwimmer and Frankel held 4,320 shares of restricted common stock. For additional information, refer to the heading “Narrative Disclosure to Summary Compensation Table - Executive Compensation Arrangements” below.

GRANTS OF PLAN-BASED AWARDS FOR 2015

The following table sets forth information regarding grants of awards made to our NEOs during 2015.



		Estimated Future Payouts Under Equity Incentive Plan Awards⁽¹⁾
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards; Number of Units (#)⁽²⁾	Grant Date Fair Value of Stock Awards ($)⁽³⁾
Howard Schwimmer	12/15/2015	—	—	—	62,894	950,014
	12/15/2015	24,701	74,102	123,504	—	921,586
Michael S. Frankel	12/15/2015	—	—	—	62,894	950,014
	12/15/2015	24,701	74,102	123,504	—	921,586
Adeel Khan	12/15/2015	—	—	—	40,881	617,508
	12/15/2015	8,398	25,195	41,991	—	313,338

(1)

Represents awards of performance units in our operating partnership. The amounts in the threshold, target and maximum columns correspond to the number of base performance units that would be earned in the event that specified minimum, target and maximum goals, respectively, are achieved. These amounts exclude distribution equivalent units which are eligible to vest upon the conclusion of the applicable performance period based on the number of performance units actually earned. For more information on these performance unit awards, see “Compensation Discussion and Analysis—Elements of Compensation-Long-Term Incentives”.


(2)	Represents awards of time-based LTIP units in our operating partnership. For more information on these LTIP unit awards, see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives”.

(3)

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

Executive Compensation Arrangements

Below are summaries of the key terms of the employment and letter agreements applicable to our NEOs. The employment agreements for Messrs. Schwimmer, Frankel and Khan also provide for certain severance and change-in-control payments and benefits, as described below under “Potential Payments upon Termination or Change in Control.”

Howard Schwimmer and Michael Frankel

In July 2013, we entered into employment agreements with Messrs. Schwimmer and Frankel, which became effective upon the completion of our IPO. The following is a summary of the material terms of the agreements.

Under the employment agreements, Messrs. Schwimmer and Frankel each serve as a Co-Chief Executive Officer of our Company and report directly to our Board. The initial term of the employment agreements will end on the fourth anniversary of the completion of our IPO, or July 24, 2017. On that date, and on each subsequent one year anniversary of such date, the term of the employment agreements will automatically be extended for one year, unless earlier terminated. Pursuant to the employment agreements, during the terms of Messrs. Schwimmer’s and Frankel’s employment, we will nominate each for election as a director.

Under the employment agreements, Messrs. Schwimmer and Frankel each receive initial annual base salaries of $495,000, which are subject to increase at the discretion of our Compensation Committee. In addition, each of Messrs. Schwimmer and Frankel will be eligible to receive an annual discretionary cash performance bonus targeted at 100% of the executive’s then-current annual base salary. The actual amount of any such bonuses will be determined by reference to the attainment of applicable company and/or individual performance objectives, as determined by our Compensation Committee.

In connection with entering into the employment agreements and as described below, Messrs. Schwimmer and Frankel were each granted an award of 285,715 shares of restricted common stock of our common stock (of which 281,395 shares subject to each award were cancelled as of December 31, 2013 in connection with the Accommodation, as further described in our Annual Report on Form 10-K filed on February 25, 2016). These restricted stock awards vest in four equal, annual installments on each of the first four anniversaries of the date of grant, subject to each executive’s continued service through the applicable vesting date. In addition, beginning in calendar year 2014 and for each calendar year thereafter, Messrs. Schwimmer and Frankel are each eligible to receive an annual equity award, as determined by our Compensation Committee in its sole discretion. Messrs. Schwimmer and Frankel are also eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to them and their eligible dependents at our sole expense. Each of Messrs. Schwimmer and Frankel accrues four weeks of paid vacation per year.

Adeel Khan

In November 2014, we entered into an employment agreement with Mr. Khan. The following is a summary of the material terms of the agreement.

Under the employment agreement, Mr. Khan continues to serve as Chief Financial Officer of our Company and reports directly to the Co-Chief Executive Officers of our Company or their designee. The initial term of the employment agreement will end on the third anniversary of the effective date, or November 25, 2017.

Under the employment agreement, Mr. Khan receives an annual base salary of $315,000, which is subject to annual review and increase at the discretion of our Compensation Committee. In addition, Mr. Khan will be eligible to receive an annual discretionary cash performance bonus targeted at 80% of Mr. Khan’s base salary actually paid for such year. The actual amount of any such bonus will be determined by reference to the attainment of applicable company and/or individual performance objectives, as determined by our Compensation Committee, and may be greater or less than the target amount, or zero.

Mr. Khan is eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to him and his eligible dependents at our sole expense. Mr. Khan accrues four weeks of paid vacation per year.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2015

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2015.



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 ($)⁽²⁾	Equity Incentive Plan Awards; Number of Unearned Units That Have Not Vested (#)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Units That Have Not Vested ($)
Howard Schwimmer	7/24/2013	2,160	⁽³⁾	35,338	—		—
	10/23/2014	44,462	⁽⁴⁾	727,398	—		—
	12/15/2015	62,894	⁽⁵⁾	1,028,946	—		—
	12/15/2015	—		—	123,504	⁽⁶⁾	2,020,525	⁽⁷⁾
Michael S. Frankel	7/24/2013	2,160	⁽³⁾	35,338	—		—
	10/23/2014	44,462	⁽⁴⁾	727,398	—		—
	12/15/2015	62,894	⁽⁵⁾	1,028,946	—		—
	12/15/2015	—		—	123,504	⁽⁶⁾	2,020,525	⁽⁷⁾
Adeel Khan	7/24/2013	9,823	⁽³⁾	160,704	—		—
	7/17/2014	19,185	⁽⁸⁾	313,867	—		—
	12/15/2015	40,881	⁽⁵⁾	668,813	—		—
	12/15/2015	—		—	41,991	⁽⁶⁾	686,973	⁽⁷⁾

____________


(1)	In addition to the vesting schedules described below, each equity award may be subject to accelerated vesting in certain circumstances, as described in “Potential Payments upon Termination or Change in Control” below.


(2)	The market value of shares of restricted stock and LTIP units that have not vested is calculated by multiplying the fair market value of a share of our common stock on December 31, 2015 ($16.36) by the number of unvested shares of restricted stock or unvested LTIP units outstanding under the applicable award.


(3)	Each restricted stock award will vest as to 25% of the number of shares subject to the award on each of the first, second, third and fourth anniversaries of the date of grant, subject to the executive’s continued service with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in two installments on July 24, 2016 and July 24, 2017.


(4)	Each restricted stock award will vest as to 25%, 25% and 50% of the number of shares subject to the award on each of the first, second and third anniversaries of the date of grant, subject to the executive’s continued service with us through the applicable vesting date. The unvested portions of these awards are scheduled to vest in two installments on October 23, 2016 and October 23, 2017.


(5)	Each LTIP unit award will vest as to 25% of the number of LTIP units subject to the award on each of the first, second, third and fourth anniversaries of the date of grant, subject to the executive’s continued employment with us through the applicable vesting date.


(6)	Represents the number of performance units, excluding dividend equivalent units, that would become earned and vested at the end of the performance period, assuming that the Company’s absolute and relative TSR performance for the three-year performance period continues at the same rate as we experienced from December 15, 2015 (the first day of the performance period) through December 31, 2015.


(7)	The market value of unearned performance units is calculated by multiplying the fair market value of a share of our common stock on December 31, 2015 ($16.36) by the number of unearned shares disclosed in accordance with SEC rules and footnote 6.


(8)	This restricted stock award will vest in substantially equal 1/3 installments on each of the first, second and third anniversaries of the date of grant, subject to Mr. Khan’s continued service with us through the applicable vesting date. The unvested portion of this award is scheduled to vest in two installments on July 17, 2016 and July 17, 2017.

OPTION EXERCISES AND STOCK VESTED DURING 2015

The following table summarizes vesting of stock applicable to our NEOs during the year ended December 31, 2015. None of our NEOs held any options during 2015.



	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽¹⁾
Howard Schwimmer	15,900	241,916
Michael S. Frankel	15,900	241,916
Adeel Khan	14,502	214,095


(1)	Amounts represent market value as of the vesting of the award, based on the closing price for our common stock on the date of vesting. In addition, the value includes distribution equivalent rights that were paid in 2015.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Employment Agreements

Pursuant to the terms of the employment agreements for Messrs. Schwimmer and Frankel, if Mr. Schwimmer’s or Mr. Frankel’s employment is terminated by our Company without “cause,” by the executive for “good reason” (each, as defined in the applicable employment agreement) or because our Company elects not to renew the term of the employment agreement then, in addition to any accrued amounts, the executive will be entitled to receive the following:

•

A lump-sum payment in an amount equal to three times the sum of (i) the executive’s annual base salary then in effect, (ii) the average annual bonus earned by the executive for the three prior fiscal years (substituting target bonus in the average for any fiscal year not yet completed if fewer than three fiscal years have been completed) and (iii) the average value of any annual equity awards(s) made to the executive during the prior three fiscal years (excluding the initial grant of restricted stock granted pursuant to the employment agreements, any award(s) granted pursuant to a multi-year, outperformance or long-term performance program and any other non-recurring awards), or if fewer than three years have elapsed, over such lesser number of years;


•	a lump-sum payment in an amount equal to (i) any annual bonus relating to the year immediately preceding the year in which the termination date occurs that remains unpaid on the termination date (if any), and (ii) a pro rata portion of the executive’s target bonus for the partial fiscal year in which the termination date occurs;


•	other than with respect to the performance units (discussed below), accelerated vesting of all outstanding equity awards held by the executive as of the termination date; and


•	company-paid continuation healthcare coverage for 18 months after the termination date.

Upon a termination of employment by reason of death or disability, Messrs. Schwimmer and Frankel or their respective estates will be entitled to accelerated vesting of all outstanding equity awards held by the executive as of the termination date other than the performance units (discussed below), in addition to any accrued amounts. In addition, upon a change in control of our Company (as defined in the Incentive Award Plan), Messrs. Schwimmer and Frankel will be entitled to accelerated vesting of all outstanding equity awards held by such executive, other than the performance units (discussed below), as of the date of the change in control.

Pursuant to the terms of the employment agreement for Mr. Khan, if Mr. Khan’s employment is terminated by our Company without “cause,” or by Mr. Khan for “good reason” (each, as defined in Mr. Khan’s employment agreement) then, in addition to any accrued amounts, Mr. Khan will be entitled to receive the following:


•	lump-sum payment in an amount equal to Mr. Khan’s annual base salary then in effect;


•	a pro rata portion of Mr. Khan’s annual bonus for the partial fiscal year in which the termination date occurs, payable in a lump sum on the date on which annual bonuses are paid to our Company’s senior executives generally for such year;


•	other than with respect to the performance units (discussed below), accelerated vesting of all outstanding equity awards that vest based solely on the passage of time held by Mr. Khan as of the termination date; and


•	company-paid continuation healthcare coverage for 18 months after the termination date.

Upon a termination of employment by reason of death or disability, Mr. Khan or his estate will be entitled to accelerated vesting of all outstanding equity awards that vest based solely on the passage of time held by Mr. Khan as of the termination date, in addition to any accrued amounts. In addition, upon a “change in control” of our Company (as defined in the Incentive Award Plan), Mr. Khan will be entitled to accelerated vesting of all outstanding equity awards held by him, other than the performance units (discussed below), as of the date of the change in control.

Each executive’s right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of our Company. Each employment agreement also contains customary confidentiality and non-solicitation provisions.

In addition, under each employment agreement, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the change in control payments and benefits without such reduction. No NEO (or other employee) is entitled to any tax gross-up payment in connection with change in control payments (or otherwise).

LTIP Units and Performance Units

Termination of Employment. If the NEO’s employment is terminated by the Company other than for “cause,” by the executive for “good reason,” or due to the executive’s death or “disability” (each as defined in the applicable award agreement) or, in the case of Messrs. Schwimmer or Frankel, upon the Company’s non-renewal of the executive’s employment agreement, in any case, then:


•	the NEOs’ LTIP units will vest in full; and


•	the NEOs’ performance units will remain outstanding and eligible to vest based on the achievement of the performance goals during the performance period.

Change in Control. In the event of a change in control, the NEOs’ LTIP units will vest in full. In addition, if a change in control occurs before December 14, 2018, then:

•

If the change in control occurs on or prior to December 15, 2016, the number of performance units that vest will depend on whether the Company’s absolute TSR is attained at or above the threshold level as of the change in control. If it is not attained at or above the threshold level, then the number of performance units that vest will equal the sum of (i) (x) the number of absolute base units which vest based on the achievement of pro-rated absolute TSR performance goals (determined by reference to the shortened performance period through the date of the change in control), plus (y) the number of relative base units which vest based on achievement of the relative TSR performance goals, pro-rated to reflect the shortened performance period through the change in control date (such number, the “Year 1 CIC base units”), plus (ii) the distribution equivalent units (calculated with respect to the Year 1 CIC base units). If the Company’s absolute TSR is attained at or above the threshold level as of the change in control, then the same calculation will apply, except that the number of absolute base units comprising the total vested amount will equal the greater of the number of absolute base units that vest based on the achievement of pro-rated absolute TSR performance goals (determined by reference to the shortened performance period

through the date of the change in control) and the number of absolute base units that vest based on the achievement of Company’s absolute TSR. Any performance units that vest as described in this paragraph will vest immediately prior to the change in control, subject to the NEO’s continued employment until immediately prior to the change in control (except in the case of an earlier qualifying termination, as discussed above).

•

If the change in control occurs following December 15, 2016, a number of performance units equal to the sum of (i) (x) the number of absolute base units that vest based on the achievement of pro-rated absolute TSR performance goals (determined by reference to the shortened performance period as of the date of the change in control) plus (y) the number of relative base units that vest based on achievement of the relative TSR performance goals (such number of base units, the “Year 2/3 CIC base units”), plus (ii) the distribution equivalent units (calculated with respect to the Year 2/3 CIC base units), will vest immediately prior to the change in control, subject to the NEO’s continued employment until immediately prior to the change in control (or an earlier qualifying termination as discussed above).

Summary of Potential Payments Upon Termination or Change in Control

The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2015. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation. For purposes of the table, a “qualifying termination” refers to a termination by the executive for “good reason” or by the Company without “cause” or, with respect to Messrs. Schwimmer and Frankel, a termination due to Company non-renewal of the executive’s employment agreement.



Name	Benefit	Death/Disability ($)		Qualifying Termination (no Change in Control) ($)		Change in Control (no Termination)($)⁽¹⁾		Qualifying Termination in Connection with a Change in Control ($)⁽¹⁾
Howard Schwimmer	Cash Severance	—		6,090,000		—		6,090,000
	Continued Health Benefits	—		49,320		—		49,320
	Equity Acceleration	4,000,969	⁽²⁾	4,000,969	⁽²⁾	1,823,011	⁽³⁾	1,823,011	⁽⁴⁾
	Total	4,000,969		10,140,289		1,823,011		7,962,331
Michael S. Frankel	Cash Severance	—		6,090,000		—		6,090,000
	Continued Health Benefits	—		29,171		—		29,171
	Equity Acceleration	4,000,969	⁽²⁾	4,000,969	⁽²⁾	1,823,011	⁽³⁾	1,823,011	⁽⁴⁾
	Total	4,000,969		10,120,140		1,823,011		7,942,182
Adeel Khan	Cash Severance	—		567,000		—		567,000
	Continued Health Benefits	—		28,719		—		28,719
	Equity Acceleration	1,894,537	⁽²⁾	1,894,537	⁽²⁾	1,154,018	⁽³⁾	1,154,018	⁽⁴⁾
	Total	1,894,537		2,490,256		1,154,018		1,749,737

(1)

In accordance with the employment agreement terms, if any payments made in connection with a change in control would otherwise be subject to an excise tax under Section 4999 of the Code by reason of the “golden parachute” rules contained in Section 280G of the Code, such payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the NEO that are more favorable than the net after-tax payments and benefits payable to the NEO in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No NEO is entitled to any tax gross-up payment in connection with change in control payments (or otherwise).


(2)	Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding LTIP units held by the NEO as of December 31, 2015 and (ii) the number of performance units that would become earned and vested at the

end of the performance period, assuming absolute and relative TSR performance continues at the same rate as we experienced from December 15, 2015 through December 31, 2015. Note, however, that the value of the performance unit awards would ultimately reflect actual performance and, accordingly, if our actual TSR results vary, the amounts payable in respect of these awards under this scenario could be greater or less than the amounts reported. As required by applicable disclosure rules, these values reflect a hypothetical termination of the executive’s employment occurring on December 31, 2015.

(3)

Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding LTIP units held by the NEO as of December 31, 2015 and (ii) the accelerated vesting of the NEO’s performance unit award as described in the narrative above. The performance unit awards were valued for each NEO by multiplying (i) the number of performance units that would have been earned as if the date of the change in control occurred on December 31, 2015, by (ii) the fair market value of a share of our common stock on December 31, 2015 ($16.36). The number of performance units that would have been earned as of December 31, 2015 is based on the Company’s actual TSR performance from December 15, 2015 through December 31, 2015, measured against pro-rated performance hurdles. As required by applicable disclosure rules, these values reflect a hypothetical change in control occurring on December 31, 2015.

(4)

Represents, for each NEO, the sum of the values attributable to (i) the accelerated vesting of the unvested portion of all outstanding shares of restricted stock and all outstanding LTIP units held by the NEO as of December 31, 2015 and (ii) the accelerated vesting of the NEO’s performance unit award as described in the narrative above with respect to a change in control. The performance unit awards were valued for each NEO by multiplying (i) the number of performance units that would have been earned as if the date of the change in control occurred on December 31, 2015, by (ii) the fair market value of a share of our common stock on December 31, 2015 ($16.36). The number of performance units that would have been earned as of December 31, 2015 is based on the Company’s actual TSR performance from December 15, 2015 through December 31, 2015, measured against pro-rated performance hurdles. As required by applicable disclosure rules, these values reflect a hypothetical change in control and qualifying termination occurring on December 31, 2015.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2015 regarding compensation plans under which our equity securities are authorized for issuance.



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders⁽¹⁾	482,667	⁽²⁾	—	1,315,807
Equity compensation plans not approved by security holders	—		—	—
Total	482,667		—	1,315,807

____________

(1)

Consists of the Incentive Award Plan, which was adopted by our Board in connection with the closing of our IPO in July 2013, and provides for awards of options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, performance awards, performance share awards, LTIP units, stock payments and other incentive awards to be available for employees and consultants of our Company, our “operating partnership” and Rexford Industrial Realty and Management, Inc. (and any of their qualifying subsidiaries) and for our directors.


(2)	Includes the following unvested securities: (i) 166,669 time-based LTIP units and (ii) 315,998 performance units, which represents the maximum number of units that would be earned in the event that specified maximum goals are achieved. For more information on these performance unit awards, see “Compensation Discussion and Analysis-Elements of Compensation-Long-Term Incentives”.

STOCK OWNERSHIP

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock and shares of common stock into which units are exchangeable as of March 31, 2016 for (i) each person who is the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our directors and NEOs, and (iii) all of our directors and executive officers as a group. Each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The extent to which a person holds shares of common stock as opposed to units is set forth in the footnotes below.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights (as set forth above) held by that person that are exercisable as of March 31, 2016 or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated, the address of each named person is c/o Rexford Industrial Realty, Inc., 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025.



Name of Beneficial Owner	Number of Shares and Units Beneficially Owned	Percentage of All Shares⁽¹⁾	Percentage of All Shares and Units⁽²⁾
TIAA-CREF Investment Management, LLC, TIAA-CREF Real Estate Securities Fund and Teachers Advisors, Inc.⁽³⁾ 730 Third Avenue New York, NY 10017	7,324,881	13.2%	12.7%
The Vanguard Group⁽⁴⁾ 100 Vanguard Blvd. Malvern, PA 19355	6,311,045	11.3%	10.9%
Invesco Ltd.⁽⁵⁾ 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309	5,735,538	10.3%	9.9%
AEW Capital Management, L.P. and AEW Capital Management, Inc.⁽⁶⁾ Two Seaport Lane Boston, MA 02110-2021	3,980,029	7.2%	6.9%
BlackRock, Inc.⁽⁷⁾ 55 East 52nd Street New York, NY 10055	3,879,059	7.0%	6.7%
Deutsche Bank AG⁽⁸⁾ Taunusanlage 12 60325 Frankfurt am Main Federal Republic of Germany	2,966,620	5.3%	5.1%
Richard Ziman⁽⁹⁾	439,681	*	*
Howard Schwimmer⁽¹⁰⁾	525,396	*	*
Michael Frankel⁽¹¹⁾	334,698	*	*
Adeel Khan⁽¹²⁾	61,403	*	*
Robert L. Antin	24,460	*	*
Steven C. Good	13,460	*	*
Peter E. Schwab	7,565	*	*
Tyler H. Rose	4,016	*	*
David Lanzer	4	*	*
All directors and executive officers as a group (9 persons)	1,410,679	2.5%	2.4%

__________________

* Less than 1.00%.

(1)

Assumes 55,657,428 shares of common stock are outstanding as of March 31, 2016. In computing the percentage ownership of a person or group, we have assumed that the common units of limited partnership held in our operating partnership (“common units”) held by that person or the persons in the group have been redeemed in exchange for shares of common stock and that those shares are outstanding but that no common units held by other persons have been redeemed in exchange for shares of common stock.


(2)	Computation of the percentage ownership assumes 57,684,070 shares of common stock and common units (other than common units held by us) are outstanding as of March 31, 2016, comprised of 55,657,428 shares of common stock and 2,026,642 common units held by limited partners.

(3)

Based solely on information disclosed in the Schedule 13Gs filed with the SEC on February 10, 2016 by TIAA-CREF Investment Management, LLC (“Investment Management”), TIAA-CREF Real Estate Securities Fund (“Security Fund”) and Teachers Advisors, Inc. (“Advisors”) (collectively “TIAA-CREF”). Such reports provide that: (i) TIAA-CREF is the beneficial owner of all such common shares, (ii) Investment Management and Advisors have sole voting power and sole dispositive power with respect to 399,462 and 3,575,419 common shares, respectively, and (iii) Security Fund has shared voting power and shared dispositive power with respect to 3,350,000 common shares.

(4)

Based solely on information disclosed in the Schedule 13G/A filed with the SEC on March 10, 2016 by The Vanguard Group, Inc. (“Vanguard”) and Vanguard Fiduciary Trust Company (“VFTC”) and Vanguard Investments Australia, Ltd. (“VIA”), both wholly owned subsidiaries of Vanguard. Such report provides that Vanguard: (i) is the beneficial owner of all such common shares (66,669 and 130,626 of such common shares are beneficially owned as a result of its ownership of VFTC and VIA, respectively); (ii) has sole voting power with respect to 152,169 of such common shares; (iii) has shared voting power with respect to 40,900 of such common shares; (iv) has sole dispositive power with respect to 6,199,250 of such common shares; and (v) has shared dispositive power with respect to 111,795 of such common shares.


(5)	Based solely on information disclosed in the Schedule 13G/A filed with the SEC on February 9, 2016 by Invesco Ltd. Such report provides that Invesco Ltd.: (i) is the beneficial owner of, and has sole dispositive power with respect to, all such common shares and (ii) has sole voting power with respect to 4,981,875 of such common shares.

(6)

Based solely on information disclosed in the Schedule 13G/A jointly filed with the SEC on February 10, 2016 by AEW Capital Management, L.P. and AEW Capital Management, Inc., (collectively “AEW”). Such report provides that AEW: (i) is the beneficial owner of, and has sole dispositive power with respect to, all such common shares and (ii) has sole voting power with respect to 3,196,629 of such common shares.


(7)	Based solely on information disclosed in the Schedule 13G filed with the SEC on January 28, 2016 by BlackRock, Inc. Such report provides that BlackRock, Inc.: (i) is the beneficial owner of, and has sole dispositive power with respect to, all such common shares and (ii) has sole voting power with respect to 3,781,406 of such common shares.


(8)	Based solely on information disclosed in the Schedule 13G filed with the SEC on February 16, 2016 by Deutsche Bank AG. Such report provides that Deutsche Bank, AG is the beneficial owner of, has sole dispositive power and has sole voting power with respect to, all such common shares.


(9)	Includes 10,000 shares of common stock and 180,075 common units held by RSZ Trust for which Mr. Ziman is the trustee and 7,405 shares of common stock and 413 common units held by Mr. Ziman’s affiliates.

(10)

Includes 13,575 shares of common stock and 42,002 common units held by the Schwimmer Family Irrevocable Trust for which Mr. Schwimmer is a trustee and 15,600 shares of common stock and 7,275 common units held by the Schwimmer Living Trust dated December 14, 2001 for which Mr. Schwimmer is a trustee. Excludes 62,894 time-based LTIP units and 135,042 performance units, which do not vest, or will not be earned, within 60 days of March 31, 2016.


(11)	Includes 10,589 shares of common stock held by the Candice and Michael Frankel Family Trust for which Mr. Frankel is a trustee. Excludes 62,894 time-based LTIP units and 135,042 performance units, which do not vest, or will not be earned, within 60 days of March 31, 2016.


(12)	Excludes 40,881 time-based LTIP units and 45,914 performance units, which do not vest, or will not be earned, within 60 days of March 31, 2016.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. SEC regulations require us to identify anyone who failed to file a required report or filed a late report during the most recent fiscal year. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no Forms 5 were required for such persons, we believe that, during the fiscal year ended December 31, 2015, our executive officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, with the following exception: two delinquent Form 4 filings for Richard Ziman covering two transactions with respect to restricted stock grants made in February 2015 and May 2015.

RELATED-PARTY AND OTHER TRANSACTIONS INVOLVING OUR OFFICERS AND DIRECTORS

We describe below transactions and series of similar transactions, during our last fiscal year, to which we were a party or will be a party, in which:


•	the amounts involved exceeded or will exceed $120,000; and


•	any of our directors, executive officers, holders of more than 5% of our outstanding common stock or any member of their immediate family had or will have a direct or indirect material interest.

Formation Transactions

Each property acquired by us through our operating partnership upon the completion of those certain formation transactions in which we engaged in connection with our IPO was previously owned directly or indirectly by partnerships or limited liability companies in which Michael S. Frankel, Howard Schwimmer, Richard Ziman and/or other third parties owned a direct or indirect interest. We refer to these partnerships and limited liability companies collectively as the “Rexford Funds” and we refer to the previous owners of the Rexford Funds as the “prior investors.” In addition, in connection with such transactions, Rexford Industrial, LLC, Rexford Sponsor V LLC and Rexford Fund V Manager LLC (collectively, the “Management Companies”) contributed its property management business, which we refer to as the “property management business,” to our operating partnership.

In connection with the formation transactions, Michael S. Frankel, Howard Schwimmer and Richard Ziman entered into a representation, warranty and indemnity agreement with us, pursuant to which they made certain representations and warranties to us regarding the entities and assets acquired in the formation transactions and agreed to indemnify us and our operating partnership for breaches of such representations and warranties for one year after the completion of our IPO and the formation transactions. For purposes of satisfying any indemnification claims, Messrs. Ziman, Schwimmer and Frankel deposited into escrow shares of our common stock and common units with an aggregate value equal to ten percent of the consideration paid to Messrs. Ziman, Schwimmer and Frankel in the formation transactions. Messrs. Ziman, Schwimmer and Frankel have no obligation to increase the amount of common stock and/or common units in the escrow in the event the trading price of our common stock declines below the IPO price of $14.00 per share. On or about January 6, 2015, all amounts in the escrow from the completion of the formation transactions were distributed to Messrs. Ziman, Schwimmer and Frankel and no indemnity claims were against such amounts. This indemnification was subject to a one-time aggregate deductible equal to one percent of the consideration paid to Messrs. Ziman, Schwimmer and Frankel in the formation transactions and a cap equal to the value of the consideration deposited in the escrow. Other than Messrs. Ziman, Schwimmer and Frankel, none of the prior investors or the entities that we acquired in the formation transactions provided us with any indemnification.

Registration Rights

In connection with the completion of our IPO, we entered into a registration rights agreement with the various persons receiving shares of our common stock and/or common units in the formation transactions and concurrent private placement, including certain of our executive officers. Pursuant to the registration rights agreement, we filed a registration statement on Form S-3 covering the resale of the shares of our common stock issued in the formation transactions and the concurrent private placement and the resale of the shares of our common stock issued or issuable, at our option, in exchange for common units issued in the formation transactions. We may, at our option, register the issuance by us of shares of our common stock under the Securities Act of 1933, as amended, in lieu of

our operating partnership’s obligation to pay cash for such units. We agreed to pay all of the expenses relating to the securities registrations described above.

Tax Matters Agreement

We entered into a tax matters agreement with certain limited partners of our operating partnership, including Messrs. Ziman, Schwimmer and Frankel, (in such capacity, the “Tax Matters Representatives”). Under this agreement, our operating partnership will indemnify such limited partners for their tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to their share of the built-in gain, as of the completion of the formation transactions, with respect to their interest in certain properties in our portfolio as of the date of our IPO if the operating partnership, without the consent of at least two of the Tax Matters Representatives, disposes of any interest with respect to such properties in a taxable transaction during the shorter of the seven-year period after the completion of our formation transactions and the date on which more than 50% of the common units originally received by any such limited partner in our formation transactions have been sold, exchanged or otherwise disposed of by the limited partner, subject to certain exceptions and limitations. In addition, if during the period ending on the twelfth anniversary of the completion of the formation transactions we fail to offer certain limited partners an opportunity to guarantee, in the aggregate, up to approximately $19 million of our outstanding indebtedness, or if we fail to make commercially reasonable efforts to provide such partners who continue to own at least 50% of the common units originally received by such partners in the formation transactions with an opportunity to guarantee debt after this period, our operating partnership will be required to indemnify such limited partners against their resulting tax liabilities (plus an additional amount equal to the taxes they incur as a result of such indemnity payment). Messrs. Ziman, Schwimmer and Frankel will have the opportunity to guarantee up to approximately $2.4 million, $6.5 million and $3.5 million respectively, of our outstanding indebtedness pursuant to the tax matters agreement. Among other things, this opportunity to guarantee debt is intended to allow the participating limited partners to defer the recognition of gain in connection with our formation transactions. The sole and exclusive rights and remedies of any limited partner under the tax matters agreement shall be a claim against our operating partnership for such limited partner’s tax liabilities as calculated in the tax matters agreement, and no limited partner shall be entitled to pursue a claim for specific performance or bring a claim against any person that acquires a property from our operating partnership in violation of the tax matters agreement.

Employment Agreements

We entered into employment agreements with certain of our NEOs, which will provide for salary, bonus and other benefits, including severance upon a termination of employment under certain circumstances. The material terms of the employment agreements with our NEOs are described above under the heading “Executive Compensation.”

Property Management Agreements

Prior to the formation transactions, Rexford Industrial Realty and Management, Inc. (our “services company”) provided management services to the Rexford Funds. As part of the formation transactions, our services company became a wholly owned subsidiary of our operating partnership. Mr. Schwimmer owns interests in 18 properties representing approximately 1.0 million rentable square feet that are not part of the Rexford Funds portfolio. Mr. Schwimmer’s investments in these properties are more than a decade old and pre-date the formation of the Rexford Funds. These properties have been managed by our services company since completion of the IPO pursuant to property management agreements. In 2015, these management services generated revenues of $227,000 for the services company. Conflicts of interest may exist or could arise in the future as a result of this relationship, including the decision of whether to extend, terminate or re-negotiate these property management agreements.

Equity Incentive Award Plan

In connection with the formation transactions, we adopted a cash and equity-based incentive award plan for our directors, officers, employees and consultants. The material terms of equity awards granted pursuant to the plan are described above under the heading “Executive Compensation.”

Indemnification of Officers and Directors

Upon completion of our IPO, our charter and bylaws provided for certain indemnification rights for our directors and officers and we entered into indemnification agreements with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers, directors, partners, trustees, managers or members to the maximum extent permitted by Maryland law. We also entered into indemnification agreements with Messrs. Schwab and Rose upon their appointment by the Board to serve as directors.

REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS

We have operated under our Code of Business Conduct and Ethics policy since our IPO in July 2013. As part of our Code of Business Conduct and Ethics, our officers, directors and employees are expected to engage in honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

We have adopted a written policy regarding the review, approval and ratification of any related party transaction. Under this policy, our Audit Committee will review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party before approving such transaction. Any related party transaction shall be consummated and shall continue only if the Audit Committee or our Board of Directors has approved or ratified the transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party Transaction” is (i) a transaction, arrangement or relationship, including any indebtedness or guarantee of indebtedness, (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) was, is or will be a participant, and in which any Related Party (as defined below) had, has or will have a direct or indirect interest or (b) any amendment or modification to such a transaction, arrangement or relationship, regardless of whether such transaction, arrangement or relationship has previously been approved in accordance with our policy. For purposes of this policy, a “Related Party” is:


•	any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of ours or a nominee to become a director of ours;


•	any person who is (or was) the beneficial owner of more than 5% of any class of our voting securities when the Related Party Transaction in question is expected to occur or exist (or when it occurred or existed);

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law of such director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and


•	any firm, corporation or other entity in which any of the foregoing persons is employed or is a director, officer, general partner or principal or serves in a similar position or in which such person has a 5% or greater beneficial ownership interest.

INCORPORATION BY REFERENCE

The Audit Committee Report reference to the independence of the Audit Committee members, portions of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and any information included on our website, included or described in the preceding pages are not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by us under the Exchange Act, except to the extent that we specifically incorporate such information by reference.

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Under the rules of the SEC, we are permitted to use a method of delivery often referred to as “householding.” Householding permits us to mail a single set of proxy materials to any household in which two or more different stockholders reside and are members of the same household or in which one stockholder has multiple accounts. If we household materials for future meetings, then only one copy of our Annual Report and Proxy Statement will be sent to multiple stockholders who share the same address and last name, unless we have received contrary instructions from one or more of those stockholders. In addition, we have been notified that certain intermediaries (i.e., brokers, banks or other nominees) will household proxy materials for the Annual Meeting. For voting purposes, a separate proxy card will be included for each account at the shared address. We will deliver promptly, upon oral or written request, a separate copy of the Annual Report and Proxy Statement to any stockholder at the same address. If you wish to receive a separate copy of the Annual Report and Proxy Statement, or future annual reports and Proxy Statements, then you may contact our Investor Relations Department by: (a) mail at Rexford Industrial Realty, Inc., Attention: Investor Relations, 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025, (b) telephone at (424) 256-2153 ext. 401, or (c) e-mail at investorrelations@rexfordindustrial.com. You can also contact your broker, bank or other nominee to make a similar request. Stockholders sharing an address who now receive multiple copies of our Annual Report and Proxy Statement may request delivery of a single copy by contacting us as indicated above, or by contacting their broker, bank or other nominee, provided the broker, bank or other nominee has elected to household proxy materials.

STOCKHOLDER PROPOSALS

2016 Annual Meeting Proposals

Our bylaws provide that nominations of individuals for election as directors and proposals of other business to be considered at an annual meeting of our stockholders may be made only pursuant to our notice of the meeting, by or at the direction of our Board or by a stockholder who was a stockholder of record both at the time the stockholder provides the notice required by our bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or such other business and who has complied with certain disclosure requirements and other procedures provided for in our bylaws. We did not receive notice of any nominations or proposals to be made at the Annual Meeting within the time period required by our bylaws and our Board does not know of any matters that may properly be presented at the Annual Meeting other than the proposals discussed in this Proxy Statement and any procedural matters relating to these proposals.

2017 Annual Meeting Proposals

Stockholders who wish to have proposals considered for inclusion in the Proxy Statement and form of proxy for our 2017 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by our Chief Financial Officer and Secretary at the address set forth on the first page of this Proxy Statement no later than December 9, 2016. Any proposal should be addressed to our Chief Financial Officer and Secretary and may be included in next year’s proxy materials only if such proposal complies with the rules and regulations promulgated by the SEC. Nothing in this section shall be deemed to require us to include in our Proxy Statement or our proxy relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC.

In addition, our bylaws currently require that we be given advance written notice of nominations for election as directors and other matters that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy materials in accordance with Rule 14a-8(e) under the Exchange Act). Our

Secretary must receive such notice at the address set forth on the first page of this Proxy Statement not later than the close of business on December 9, 2016 and no earlier than November 9, 2016 for nominations and other matters to be presented at the 2017 annual meeting of our stockholders. However, in the event that the 2017 annual meeting is held before April 27, 2017 or after June 26, 2017, for notice by a stockholder to be timely it must be received no earlier than 150 days prior to the date of the 2017 annual meeting and not later than 5:00 p.m., Eastern Time, on the later of (a) 120 days prior to the date of the 2017 annual meeting and (b) the tenth day following the day on which we first made a public announcement of the date of such meeting.

OTHER MATTERS

Our Board of Directors knows of no other matters that may properly be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their discretion. It is important that the proxies be returned promptly and that you be represented. Stockholders are urged to authorize a proxy promptly by either electronically submitting a proxy or voting instruction card over the Internet or by telephone or by delivering to us or your broker a signed and dated proxy card.

By Order of the Board of Directors,

Adeel Khan

Chief Financial Officer and Secretary

Los Angeles, California

April 8, 2016

APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

FFO, Recurring FFO and Recurring FFO Per Share

FFO

We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP, excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs), impairment write-downs of depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures.

Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity, and is not indicative of funds available for our cash needs, including our ability to pay dividends.

Recurring FFO

We also present Recurring FFO by adjusting FFO to exclude the impact of certain items that we do not consider indicative of our on-going operating performance. These adjustments consist of non-recurring legal fees related to litigation involving certain of the Company’s pre-IPO investors and acquisitions expenses. We believe that Recurring FFO is a useful supplemental measure as it provides a more meaningful and consistent comparison of our operating performance and allows investors to more easily compare our operating results.

Recurring FFO per share

Recurring FFO per share is calculated as Recurring FFO available to common stockholders divided by the weighted average shares of common stock outstanding.

The following table presents our FFO, Recurring FFO and Recurring FFO per share for the year ended December 31, 2015 (unaudited and in thousands, except share and per share amounts):



	Year Ended December 31, 2015
Funds From Operations (FFO)
Net income	$	1,950
Add:
Depreciation and amortization, including amounts in discontinued operations	41,837
Depreciation and amortization from unconsolidated joint ventures and tenants in common⁽¹⁾	57
FFO	43,844
Add:
Non-recurring legal fees	345
Acquisition expenses	2,136
Recurring FFO	46,325
Less: Recurring FFO attributable to noncontrolling interests⁽²⁾	(1,741		)
Less: Recurring FFO attributable to participating securities⁽³⁾	(339		)
Recurring FFO available to common stockholders	$	44,245
Recurring FFO per share	$	0.82
Weighted-average shares of common stock outstanding	54,024,923


(1)	Amount represents our 15% ownership interest in a joint venture that owns the property located at 3233 Mission Oaks Boulevard.


(2)	Noncontrolling interests represent holders of outstanding common units of the Company’s operating partnership that are owned by unit holders other than us.


(3)	Participating securities include unvested shares of restricted stock, unvested LTIP units and unvested performance units.

NOI and Cash NOI (Including our Same Property Portfolio)

NOI

NOI includes the revenue and expense directly attributable to our real estate properties calculated in accordance with GAAP. NOI is calculated as total rental revenues from real estate operations including i) rental income, ii) tenant reimbursements, and iii) other income less property expenses (before interest expense, depreciation and amortization). We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or losses) from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.

Cash NOI

NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting from NOI (i) fair value lease revenue and (ii) straight-line rent adjustment. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

Same Property Portfolio NOI and Same Property Portfolio Cash NOI

Same Property Portfolio NOI represents the NOI for a subset of our consolidated portfolio and includes the NOI attributable to properties that were wholly-owned by us as of January 1, 2014 and still owned by us as of December 31, 2015. Same Property Portfolio Cash NOI represents the Cash NOI for a subset of our consolidated portfolio and includes the Cash NOI attributable to properties that were wholly-owned by us as of January 1, 2014 and still owned by us as of December 31, 2015.

The following table sets forth the revenue and expense items comprising Same Property Portfolio NOI and the adjustments to calculate Same Property Portfolio Cash NOI for the years ended December 31, 2015 and 2014 (unaudited and in thousands):



	Year Ended December 31,
	2015			2014
Rental income	$	48,545		$	46,423
Tenant reimbursements	5,976			6,106
Other income	600			282
Total operating revenues	55,121			52,811
Property expenses	(14,950		)	(15,162		)
Same property portfolio NOI	40,171			37,649
Fair value lease revenue	191			370
Straight line rent adjustment	(569		)	(1,015		)
Same property portfolio cash NOI	$	39,793		$	37,004

The following table sets forth a reconciliation of Same Property Portfolio NOI to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the years ended December 31, 2015 and 2014 (unaudited and in thousands):



	Year Ended December 31,
	2015			2014
Same property portfolio NOI	$	40,171		$	37,649
Non-comparable property operating revenues	37,485			11,793
Non-comparable property expenses	(10,050		)	(3,220		)
Total consolidated portfolio NOI	67,606			46,222
Add:
Management, leasing and development services	584			860
Interest income	710			1,117
Equity in income (loss) from unconsolidated real estate entities	93			(29		)
Gain from early repayment of note receivable	581			—
Income from discontinued operations before gain on sale of real estate	—			21
Gain on sale of real estate	—			2,125
Deduct:
General and administrative	15,016			12,144
Depreciation and amortization	41,837			28,608
Acquisition Expenses	2,136			2,038
Interest expense	8,453			6,400
Loss on sale of real estate	—			150
Loss on extinguishment of debt	182			—
Net income	$	1,950		$	976

ANNUAL MEETING OF STOCKHOLDERS OF
REXFORD INDUSTRIAL REALTY, INC.

Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 27, 2016

The Notice of Annual Meeting, Proxy Statement, 2015 Annual Report and other SEC filings are available at the investor relations page of our website at www.rexfordindustrial.com.

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN
THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.

Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:3PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR "1 YEAR" ON PROPOSAL 4.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x20730304000000001000 0 052716 COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/18440/ 1. Election of Directors: O Richard S. Ziman O Howard Schwimmer O Michael S. Frankel O Robert L. Antin O Steven C. Good O Tyler H. Rose O Peter E. Schwab 2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. 3. The advisory approval of the Company's executive compensation. 4. The advisory determination of the frequency of future advisory votes on the Company's executive compensation. NOTE: At their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) NOMINEES: MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. FOR AGAINST ABSTAIN 2 1 YEAR YEARS 3 YEARS ABSTAIN INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. ANNUAL MEETING OF STOCKHOLDERS OF REXFORD INDUSTRIAL REALTY, INC. May 27, 2016

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14475 REXFORD INDUSTRIAL REALTY, INC. Annual Meeting of Stockholders May 27, 2016 at 8:00 A.M. Pacific Time This proxy is solicited by the Board of Directors The undersigned hereby appoints Michael Frankel and Howard Schwimmer, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of Rexford Industrial Realty, Inc., to be held on May 27, 2016 at 8:00 a.m. at the offices of Rexford Industrial Realty, Inc. at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, CA 90025. This proxy, when properly executed, will be voted in the manner directed herein. If no

such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. (Continued and to be signed on the reverse side.) 1.1