Rexford Industrial Realty, Inc. 8-K

What Happened

• Rexford Industrial Realty, Inc. filed an 8-K reporting that its Compensation Committee approved the 2026 executive compensation program and made equity grants on December 19, 2025. The actions reflect the previously announced appointment of Laura Clark (currently COO) as Chief Executive Officer effective April 1, 2026 and the departure of co-CEOs Michael S. Frankel and Howard Schwimmer effective March 31, 2026. Ferguson Partners Consulting L.P. advised the Committee on compensation matters.

Key Details

• Base salaries for 2026 (or pro rata through March 31, 2026 for departing co-CEOs): Michael S. Frankel $250,000 (pro rata of $1,000,000); Howard Schwimmer $250,000 (pro rata of $1,000,000); Laura Clark $850,000; Michael Fitzmaurice (CFO) $600,000; David Lanzer (General Counsel & Secretary) $565,000.
• 2026 annual cash incentive opportunities (expressed as % of base; Threshold/Target/Maximum): Laura Clark 100%/175%/250%; Michael Fitzmaurice 100%/150%/200%; David Lanzer 100%/125%/175%. Payouts will be based on: Core FFO per diluted share (40%), Same Property Portfolio NOI (30%), and Qualitative Measures (30%). Consolidated Portfolio NOI Growth was removed from the plan.
• 2025 time-vesting LTIP grants (grant-date values): Clark $2,465,000; Fitzmaurice $800,000; Lanzer $614,000. Time-vesting units vest one-third per year; vested shares have a one-year post-vesting holding period.
• 2025 performance-vesting LTIP target values: Clark $3,697,500; Fitzmaurice $1,200,000; Lanzer $921,000. Performance period = 3 years. Awards are now 100% relative TSR metrics (50% vs. Nareit Industrial REIT Index; 50% vs. Dow Jones U.S. Equity REIT), with percentile-based hurdles (Threshold = 25th, Target = 55th, Maximum = 90th) and a ±25% absolute TSR modifier. Overall award mix = 40% Time-Vesting / 60% Performance-Vesting (vs. 45/55 in 2024).
• Provisions: Fitzmaurice’s LTIP units will not automatically vest on a change in control (only eligible to accelerate upon a qualifying termination). Frankel and Schwimmer will receive pro rata cash bonuses at target through their separation per their Transition and Separation Agreements.

Why It Matters

• Leadership change: Naming Laura Clark as CEO (effective Apr 1, 2026) is a material governance event that could affect strategy and investor expectations. The filing ties her pay mix to both operating metrics (FFO, NOI) and long-term shareholder returns (TSR).
• Pay alignment and size: The program includes substantial equity grants and an increased emphasis on relative TSR (50/50 peer comparisons) and a meaningful absolute TSR modifier, signaling strong alignment of executive pay with shareholder performance over a three-year horizon.
• Near-term costs and transitions: Pro rata salaries/bonuses and separation arrangements for the departing co-CEOs affect near-term cash outflows; investors should note the mix of time- and performance-based equity and the change in incentive metrics when assessing future dilution and management incentives.