Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
OnDecember 24, 2021 , the Board of Directors (the "Board") ofRexford Industrial Realty, Inc. (the "Company"), upon the recommendation of itsNominating and Corporate Governance Committee , increased the size of the Board to nine members and appointedAngela L. Kleiman as a director, effectiveDecember 31, 2021 . The Board has determined thatMs. Kleiman qualifies as an independent director underNew York Stock Exchange (the "NYSE") rules and the Company's corporate governance guidelines. Additionally, the Board has determined thatMs. Kleiman qualifies as an audit committee financial expert pursuant to the definition adopted by theSecurities and Exchange Commission and the listing standards of the NYSE. The Board also appointedMs. Kleiman to serve on the Audit Committee, effectiveJanuary 1, 2021 . There are no arrangements or understandings betweenMs. Kleiman and any other person pursuant to which she was elected as a director. There are no transactions in whichMs. Kleiman has an interest requiring disclosure herein under Item 404(a) of Regulation S-K. Ms. Kleiman will be compensated in accordance with the Company's non-employee director compensation program. The Company will enter into its standard indemnification agreement withMs. Kleiman .Ms. Kleiman currently serves as Senior Executive Vice President and Chief Operating Officer of Essex Property Trust (NYSE: ESS) ("Essex"), a fully integrated real estate investment trust (REIT) and an S&P 500 company. Essex acquires, develops, redevelops and manages multifamily residential properties in selectWest Coast markets.Ms. Kleiman leads operations, which includes asset and property management, technology and data analytics, research and redevelopment.Ms. Kleiman previously served as the Essex Executive Vice President and Chief Financial Officer from 2015 to 2020 and managed the Essex Private Equity platform from 2009 to 2015. Prior to joining Essex,Ms. Kleiman held roles in institutional investment management and investment banking including Senior Equity Analyst and Vice President of Investor Relations atSecurity Capital and Vice President within J.P. Morgan'sReal Estate & Lodging Investment Banking Group .Ms. Kleiman began her career in real estate development management in 1991. She holds a Bachelor of Science degree fromNorthwestern University and a Master of Business Administration degree from theKellogg School of Management of Northwestern University . She is a member of theNational Association of Real Estate Investment Trusts (NAREIT) and theNational Multifamily Housing Council . Departure of a Director In connection with the Company's ongoing pursuit of enhanced Board diversity and refreshment, onDecember 24, 2021 ,Peter E. Schwab provided notice to the Company of his decision not to stand for re-election to the Board and to retire at the end of his current term, which will conclude at the Company's annual meeting of stockholders occurring in 2022.Mr. Schwab's decision was not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. Following his retirement from the Board, the size of the Board will be reduced back to eight members.
Grant of LTIP Units and Performance Units
OnDecember 23, 2021 , the Compensation Committee of the Company's Board approved the grant under theSecond Amended and Restated Rexford Industrial Realty, Inc. andRexford Industrial Realty, L.P. , 2013 Incentive Award Plan to Messrs. Schwimmer, Frankel and Lanzer andMs. Clark (collectively, the "executives") of LTIP Units of theOperating Partnership ("LTIP Units") and Performance Units of theOperating Partnership ("Performance Units") (collectively, the "awards"). The following is a brief description of the material terms and conditions of the awards. The table below sets forth the number of time-based LTIP Units awarded to each of the executives. This current award of LTIP Units will vest with respect to one-third of the LTIP Units on each of the first, second and third anniversaries ofDecember 23, 2021 , subject to the executive's continued employment through the applicable vesting date.Name Total LTIP UnitsHoward Schwimmer 37,741Michael Frankel 37,741Laura Clark 10,645David Lanzer 6,903
-------------------------------------------------------------------------------- The table below sets forth the total number of Performance Units awarded to each of the executives that will vest, as well as the number of Performance Units that constitute absolute TSR base units, relative TSR base units and Core FFO Per-Share base units that will vest, upon attainment of the "target" level described below. Core FFO Per-Share Base Name Total Performance Units Absolute TSR Base Units Relative TSR Base Units Units Howard Schwimmer 46,129 15,376 15,376 15,377 Michael Frankel 46,129 15,376 15,376 15,377 Laura Clark 13,097 4,366 4,366 4,365 David Lanzer 8,516 2,839 2,839 2,838 Pursuant to their respective OPP Performance Unit Agreements, each executive has been awarded a number of Performance Units equal to the number of Performance Units that would vest upon attainment of the "maximum" level described below; however, Performance Units will vest only in a number of units that corresponds to the attainment of the performance outcomes set forth in the table below. With respect to the absolute TSR base units, the relative TSR base units and Core FFO Per-Share base units, in the event that the Company's total shareholder return ("TSR") percentage or Core FFO per share growth over the three-year performance period is achieved at the applicable "threshold," "target," "high" or "maximum" level as set forth below, the award will become vested with respect to the percentage of absolute TSR base units, relative TSR base units or Core FFO Per-Share base units, as applicable, set forth below:
Threshold Target High Maximum Performance Unit Metric (50% Earned) (100% Earned) (200% Earned) (300% Earned) Absolute TSR 18% 24% 30% 40% Relative TSR 35th percentile 55th percentile 75th percentile 90th percentile Core FFO Per-Share Growth 10% 14% 18% 24% Except as described herein, the terms and conditions of these awards are materially consistent with the terms and conditions of the LTIP Units and Performance Units granted to the executives onDecember 22, 2020 , as described in the Company's Current Report on Form 8-K filed onDecember 30, 2020 . The description of these awards is subject to and qualified in their entirety by the terms of the forms of Time-Based LTIP Unit Agreement and OPP Performance Unit Agreement, filed as Exhibit 10.18 and Exhibit 10.19, respectively, with the Company's Annual Report on Form 10-K for the year endedDecember 31, 2020 .
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
OnDecember 24, 2021 , the Company's Board approved amendments to the Company's Code of Business Conduct and Ethics (the "Code of Conduct"). The amendments expand the Company's policy against retaliation to expressly allow employees to give honest statements, to appear before an administrative agency investigating an alleged violation of discrimination laws, to give statements as required or permitted by law or federal and state agencies, and to discuss or disclose information about factual unlawful acts in the workplace. The amended Code of Conduct does not result in any waiver to any officer, director or employee of the Company, explicit or implicit, from any provision of the Code of Conduct as in effect prior to the Board's action to amend the Code of Conduct. The amended Code of Conduct is applicable to all directors, officers and employees of the Company and its subsidiaries. The foregoing description of the amended Code of Conduct is a summary and is qualified in its entirety by the full text thereof, which is attached as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company's amended Code of Conduct will also be posted on the "Company Information-Corporate Governance" page of the "Investor Relations" section of the Company's website at www.rexfordindustrial.com. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 14.1Rexford Industrial Realty, Inc. Code of Business
Conduct and Ethics
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source