Sector: Real Estate
REXFORD INDUSTRIAL REALTY REIT INC · Meeting: May 19, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Antin has served since the 2013 IPO, giving him full tenure overlap with the severe underperformance period; REXR's 3-year stock return is -34.7% versus the S&P 500 (^GSPC) return of +65.1%, a gap of nearly 100 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record (-24.3% vs. the S&P 500's strong 5-year run) does not provide the mitigating relief required to downgrade this vote to FOR.
Ms. Ingram has served since April 2018, giving her full overlap with the underperformance period; REXR's 3-year stock return of -34.7% versus the S&P 500 (^GSPC) at +65.1% produces a gap of approximately 100 percentage points, far exceeding the 30-point trigger for companies with negative absolute returns, and the 5-year TSR also underperforms the benchmark, so the long-term mitigant does not apply.
Ms. Kleiman joined in December 2021, giving her approximately 4.5 years of tenure and full overlap with the 3-year underperformance period; the nearly 100 percentage point gap between REXR's -34.7% 3-year return and the S&P 500's (^GSPC) +65.1% far exceeds the 30-point trigger threshold, and the 5-year record does not mitigate the finding.
Ms. Morris has served since December 2020, giving her full overlap with the underperformance period; REXR's 3-year stock return of -34.7% versus the S&P 500 (^GSPC) at +65.1% produces a gap of approximately 100 percentage points, well above the 30-point trigger threshold for companies with negative absolute returns, and the 5-year TSR record does not provide the required mitigation.
Mr. Rose has served since February 2015 and chairs the Board, giving him the longest tenure of any nominee and full accountability for the underperformance period; REXR's 3-year stock return of -34.7% versus the S&P 500 (^GSPC) at +65.1% is a gap of approximately 100 percentage points against a 30-point trigger threshold, and the 5-year record (-24.3% for REXR versus strong S&P 500 gains) does not mitigate the finding.
For Analysis
Ms. Clark was appointed to the Board in November 2025, less than 24 months before this meeting, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption; she also brings directly relevant CEO, CFO, and COO experience at Rexford and prior REIT expertise.
Mr. Stockert was appointed to the Board in January 2026, well within the 24-month new-director exemption window, so he is not subject to the TSR underperformance trigger; he brings extensive industrial REIT, CFO, and CEO experience that is directly relevant to Rexford's business.
Five of the seven nominees — Antin, Ingram, Kleiman, Morris, and Rose — receive AGAINST votes because REXR's 3-year stock return of -34.7% trails the S&P 500 (^GSPC) by approximately 100 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record does not provide the required mitigation; all five have tenure that fully overlaps the underperformance period. The two newest directors, Clark (appointed November 2025) and Stockert (appointed January 2026), are exempt from the TSR trigger under the policy's 24-month new-director rule and receive FOR votes.
CEO
Laura Clark
Total Comp
$9,497,183
Prior Support
86%%
Last year's Say-on-Pay vote received 86% support, well above the 70% threshold that would require remedial action, and the company has since made substantial improvements: total CEO target pay was cut by approximately 63% (from $22.8 million combined for two co-CEOs to $8.5 million for the new sole CEO), performance-vesting awards now use 100% relative total shareholder return over three years as the sole long-term metric, and individually negotiated employment agreements have been replaced with a standardized severance plan. While REXR's stock has significantly underperformed the S&P 500 (^GSPC), the new CEO's total reported compensation of approximately $9.5 million reflects her 2025 role as COO for most of the year before her CEO promotion, and the forward-looking compensation structure — with over 60% of long-term pay tied to performance — represents a genuine and material improvement in pay-for-performance alignment that warrants a FOR vote.
Auditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$948,000
Non-Audit Fees
$53,000
KPMG has served as Rexford's auditor since 2024 (approximately 2 years), well below the 25-year tenure threshold, and non-audit fees of $53,000 represent only about 5.6% of audit fees of $948,000, far below the 50% threshold that would raise independence concerns; no material restatements were identified, and KPMG is a Big 4 firm appropriate for a company of Rexford's size.
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| David P. Stockert | 100.0% | 206.1M | 50,328 | ✓ Elected |
| Laura Clark | 99.7% | 205.6M | 569,991 | ✓ Elected |
| Angela L. Kleiman | 99.5% | 205.2M | 979,174 | ✓ Elected |
| Debra L. Morris | 99.4% | 204.6M | 1.3M | ✓ Elected |
| Diana J. Ingram | 99.4% | 204.8M | 1.3M | ✓ Elected |
| Tyler H. Rose | 99.3% | 204.8M | 1.4M | ✓ Elected |
| Robert L. Antin | 97.4% | 200.8M | 5.4M | ✓ Elected |
Say on Pay
For 182.1M · Against 24.1M · Abstain 76,196
Auditor Ratification
For 211.8M · Against 30,831 · Abstain 67,628
Other Proposals
Proposal 4
The approval of the Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan
This ballot contains four proposals: five of seven director nominees receive AGAINST votes due to severe and sustained stock underperformance versus the S&P 500 (^GSPC) — a gap of approximately 100 percentage points over three years — while the two newly appointed directors are exempt from the trigger; the auditor ratification and Say-on-Pay vote both receive FOR votes, the latter reflecting meaningful compensation reforms implemented under new CEO Laura Clark that significantly reduce total executive pay and strengthen performance-based incentive metrics.
1 companies disclosed in 2026 proxy filing
