Independent
Tenure on this board
12.9 yrs
Also a director at
Brc Group Holdings Inc (RILY)
7 nominees · 4 ballot items.
Stockholders will vote to elect seven directors; ratify KPMG LLP as independent auditors for 2026; approve an advisory (non-binding) say-on-pay for 2025 named executive officer compensation; and approve the Fourth Amended and Restated 2013 Incentive Award Plan (increase share reserve, raise non‑employee director annual limit, and extend plan term).
To elect seven directors, each to serve until the next annual meeting and until their successors are elected and qualify.
To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non‑binding vote to approve the compensation of the named executive officers for the fiscal year ended December 31, 2025.
This advisory (non‑binding) proposal asks shareholders to approve the overall compensation of Rexford’s named executive officers for 2025 as disclosed in the proxy. Management is seeking this advisory approval because SEC rules require an annual say‑on‑pay vote and the Board values shareholder feedback as input to compensation governance; the Compensation Committee has historically considered the outcome and stockholder engagement when setting pay. Company‑specific context: during 2025 Rexford implemented a CEO succession, materially reformed capital allocation, and redesigned executive pay to reduce CEO pay and tighten incentive design (e.g., increasing relative TSR weighting, adding industrial REIT index, reducing absolute TSR upside modifier, adding post‑vesting holding periods). The Compensation Committee reports that these changes were informed by extensive outreach to holders representing a large majority of shares and by engagement with independent consultants, and states that the revised program better aligns pay with long‑term stockholder value. The Board’s recommendation to vote FOR is grounded in both the procedural nature of the advisory vote and the Committee’s view that the 2025 compensation program balances retention, performance incentives and stockholder alignment amid the leadership transition. Key governance features relevant to evaluation include double‑trigger change‑in‑control protections on future awards, clawback policy, minimum ownership guidelines, and removal of individualized employment agreements in favor of a standardized Executive Severance Plan. As an advisory measure, the vote will not bind the Company but will be considered by the Compensation Committee in future program design. Investors should evaluate the recommendation in light of the one‑time transition payments to departing co‑CEOs, ongoing LTIP design (relative TSR and absolute TSR modifier), and demonstrated responsiveness shown by reductions in CEO target pay and changes to incentive metrics.
To approve the Fourth Amended and Restated 2013 Incentive Award Plan, which increases the share reserve by 4,500,000 shares, raises the annual limit for non‑employee director cash and equity compensation to $750,000, and extends the plan term through March 25, 2036.
This proposal asks shareholders to approve an amendment and restatement of the company’s long‑term incentive plan that (i) increases the authorized share reserve by 4.5 million shares (including ISOs), (ii) raises the annual cap on combined cash and equity pay to non‑employee directors to $750,000, and (iii) extends the plan’s authority to grant awards through March 25, 2036. Management seeks shareholder approval primarily to preserve the company’s ability to grant equity‑based incentives used for retention, recruitment and alignment with stockholder interests; without approval the existing Prior Plan remains in effect but no additional shares would be added. The Compensation Committee supported the increase after reviewing overhang, burn rate (three‑year average ~0.47%), historical usage, and peer practice and concluding the request represents roughly a multi‑year runway under current grant pacing. The Amended Plan includes shareholder‑friendly governance features highlighted by the company: no liberal share recycling, prohibition on repricing or cash buyouts of underwater options without shareholder approval, no in‑the‑money option grants, no evergreen automatic replenishment, and limits on per‑person and per‑director annual award values. The Board argues that the requested reserve is reasonable (estimated to represent ~1.96% incremental dilution) and that the additional capacity will support competitive long‑term incentive programs without materially increasing dilution relative to peers. Investors evaluating the proposal should weigh the dilution impact and historical burn rate against the company’s need to incentivize management during a strategic repositioning and leadership transition, plus the protections included in the plan (e.g., share recycling limits and repricing restrictions). If approved, the Compensation Committee will retain discretion over award design, timing and recipients within the plan’s limits; if not approved, the Prior Plan will remain in place and the company’s ability to grant new awards beyond the existing reserve would be constrained. The Board recommends a FOR vote based on recruitment/retention needs, alignment of awards with stockholder interests and the inclusion of robust guardrails to limit dilution and protect stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 12.02% | 27,136,557 | $888M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.79% | 19,848,138 | $650M |
| 3 | BlackRock, Inc. | 6.43% | 14,513,039 | $475M |
| 4 | Capital International Investors | 6.41% | 14,469,042 | $474M |
| 5 | STATE STREET CORP | 5.00% | 11,277,076 | $374M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 4.99% | 11,255,055 | $368M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.58% | 10,346,804 | $339M |
| 8 | BlackRock, Inc. | 4.41% | 9,945,500 | $326M |
| 9 | BlackRock, Inc. | 2.90% | 6,545,041 | $214M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.90% | 4,282,294 | $140M |
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