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



On December 24, 2021, the Board of Directors (the "Board") of Rexford Industrial
Realty, Inc. (the "Company"), upon the recommendation of its Nominating and
Corporate Governance Committee, increased the size of the Board to nine members
and appointed Angela L. Kleiman as a director, effective December 31, 2021. The
Board has determined that Ms. Kleiman qualifies as an independent director under
New York Stock Exchange (the "NYSE") rules and the Company's corporate
governance guidelines. Additionally, the Board has determined that Ms. Kleiman
qualifies as an audit committee financial expert pursuant to the definition
adopted by the Securities and Exchange Commission and the listing standards of
the NYSE. The Board also appointed Ms. Kleiman to serve on the Audit Committee,
effective January 1, 2021.

There are no arrangements or understandings between Ms. Kleiman and any other
person pursuant to which she was elected as a director. There are no
transactions in which Ms. 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 with Ms. 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
select West 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 at
Security Capital and Vice President within J.P. Morgan's Real Estate & Lodging
Investment Banking Group. Ms. Kleiman began her career in real estate
development management in 1991. She holds a Bachelor of Science degree from
Northwestern University and a Master of Business Administration degree from the
Kellogg School of Management of Northwestern University. She is a member of the
National Association of Real Estate Investment Trusts (NAREIT) and the National
Multifamily Housing Council.

Departure of a Director

In connection with the Company's ongoing pursuit of enhanced Board diversity and
refreshment, on December 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



On December 23, 2021, the Compensation Committee of the Company's Board approved
the grant under the Second Amended and Restated Rexford Industrial Realty, Inc.
and Rexford Industrial Realty, L.P., 2013 Incentive Award Plan to Messrs.
Schwimmer, Frankel and Lanzer and Ms. Clark (collectively, the "executives") of
LTIP Units of the Operating Partnership ("LTIP Units") and Performance Units of
the Operating 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
of December 23, 2021, subject to the executive's continued employment through
the applicable vesting date.

                       Name                 Total LTIP Units
                       Howard Schwimmer         37,741
                       Michael Frankel          37,741
                       Laura Clark              10,645
                       David Lanzer              6,903





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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:

Performance Range


                                                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 on December 22, 2020, as described
in the Company's Current Report on Form 8-K filed on December 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 ended December 31, 2020.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.



On December 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.


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Item 9.01 Financial Statements and Exhibits
(d)  Exhibits.
Exhibit
Number               Description
14.1                   Rexford Industrial Realty, Inc. Code of Business

Conduct and Ethics



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