Rexford Industrial (NYSE: REXR) slashes executive pay and names new COO
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Rexford Industrial Realty is promoting John Nahas to Chief Operating Officer effective April 1, 2026, aligning with Laura Clark’s move to Chief Executive Officer. Nahas currently leads operations and asset management and brings more than 22 years of real estate experience.
The company adopted an Executive Severance Plan effective February 24, 2026, providing cash severance of one to three times salary plus average bonus, prorated bonuses, accelerated vesting of time-based equity, and company-paid healthcare continuation for qualifying terminations, including in connection with a change in control. Several senior executives, including the incoming CEO and CFO, moved from individual employment agreements into this unified plan, while current Co-CEOs remain under separate transition agreements.
In its press release, Rexford reaffirmed 2026 general and administrative expense guidance of approximately $60 million and stated that total aggregate executive compensation has been reduced by approximately 50% compared to prior levels.
Positive
- Total aggregate executive compensation has been reduced by approximately 50% compared to prior levels, while the company reaffirms about $60 million in 2026 general and administrative expense guidance, signaling a material cut in leadership costs alongside maintained expense targets.
Negative
- None.
Insights
Rexford unifies executive severance and cuts aggregate pay about 50%.
Rexford Industrial adopted an Executive Severance Plan that standardizes protections across executive officers and key employees. It specifies cash severance as one to three times salary plus average bonus, prorated bonuses, equity vesting and healthcare continuation upon qualifying terminations, including around a change in control.
The plan replaces prior employment agreement severance for senior leaders such as the incoming CEO and CFO, indicating a shift toward consistent, board-controlled arrangements. Current Co-CEOs remain under separate transition and separation agreements, so their terms are unchanged by this plan.
The press release highlights that total aggregate executive compensation has been reduced by approximately
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2026
(Exact name of registrant as specified in its charter)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of John Nahas as Chief Operating Officer
On February 24, 2026, the Board of Directors (the “Board”) of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), appointed John Nahas, age 43, to serve as the Chief Operating Officer of the Company and Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”) effective as of April 1, 2026, in conjunction with Laura Clark’s previously announced appointment to Chief Executive Officer of the Company and the Operating Partnership.
Mr. Nahas joined the Company in January 2023 as Vice President, Strategic Planning and has served as Managing Director of Operations and Asset Management since July 2023. Prior to joining the Company, Mr. Nahas served as President of CenterCal Properties LLC, a commercial real estate company, from November 2020 to December 2022 where he led business operations across one of the company’s core regions. Previously, he served as Vice President of Investments where he directed regional investments across Southern California at Regency Centers, a publicly traded retail REIT and S&P 500 Index member. Earlier in his tenure at Regency Centers, Mr. Nahas held roles of increasing responsibility across transactions, asset management and development. Mr. Nahas earned a Master of Real Estate Development degree from the University of Southern California and a Bachelor of Arts from the University of Texas at Austin. He is a licensed commercial broker and an active member of the National Association for Industrial and Office Parks and the Industrial Asset Management Council.
There are no arrangements or understandings between Mr. Nahas and any other persons pursuant to which he was appointed as Chief Operating Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Nahas, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
There were no changes to Mr. Nahas’ compensation arrangements in connection with his appointment.
Mr. Nahas is eligible to participate in customary health, welfare, and fringe benefit plans, and, subject to certain restrictions, healthcare benefits will be provided to him and his eligible dependents at the Company’s sole expense. In addition, Mr. Nahas has been designated an executive officer for purposes of the Executive Severance Plan, as described below, effective immediately.
Executive Severance Plan
On February 23, 2026, the Compensation Committee approved an Executive Severance Plan (the “Severance Plan”), effective as of February 24, 2026 (the “Effective Date”), which provides for the payment of severance and other benefits to its executive officers and other “key employees” (as defined in the Severance Plan) in the event of certain qualifying terminations of employment in connection with a “change in control” (as defined in the Severance Plan) and, with respect to executive officers only, certain qualifying terminations of employment that occur outside the change in control context.
In the event of a qualifying termination (a termination of employment without “cause” or for “good reason,” each as defined in the Severance Plan) that occurs outside of the change in control window described below, an executive officer will be entitled to receive the following:
•a lump-sum payment in an amount equal to one times (or, solely in the case of the Company’s Chief Executive Officer (the “CEO”), two times) the sum of (i) the executive’s annual base salary then in effect and (ii) the average annual cash bonus earned by the executive for the three prior fiscal years;
•a pro rata portion of the executive’s target annual cash bonus for the partial fiscal year in which the termination date occurs, payable in a lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such year;
•accelerated vesting of all outstanding equity awards held by the executive as of the termination date that vest solely based on the passage of time (“time-based equity awards”); and
•Company-paid continuation healthcare coverage for up to18 calendar months after the termination date.
If an executive officer incurs a termination of employment by reason of such employee’s death or “disability” (as defined in the Severance Plan), the executive officer (or his or her estate, as applicable) will be entitled to receive the pro rata bonus described above, accelerated vesting of all outstanding time-based equity awards and Company-paid health care continuation for up to18 calendar months.
In the event of a qualifying termination that occurs during the period commencing three months prior to the consummation of a change in control and ending on the second anniversary of the consummation of a change in control, a covered employee will be entitled to receive the following:
•a lump-sum payment in an amount equal to one, two, or three times (in the case of a key employee, executive officer who is not the CEO, or the CEO, respectively) the sum of (i) the covered employee’s annual base salary then in effect and (ii) the average annual cash bonus earned by the covered employee for the three prior fiscal years;
•a pro rata portion of the covered employee’s target annual cash bonus for the partial fiscal year in which the termination date occurs, payable in a lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such year;
•accelerated vesting of all time-based equity awards held by the covered employee as of the termination date; and
•Company-paid continuation healthcare coverage for up to 12 or 18 calendar months (in the case of a key employee or executive officer, respectively).
Except as described above, outstanding equity awards held by a covered employee as of the date of termination of employment will be treated in accordance with the terms and conditions of the applicable Company equity plan and award agreement, provided that in the event of a change in control, to the extent that OPP Units under any OPP Performance Unit Agreement vest, the number of OPP Units that vest will equal the greater of (i) the number of OPP Units that would vest based on actual achievement of the applicable performance conditions through the change in control or (ii) the target number of OPP Performance Units. In addition, prospective time-based equity awards granted to Ms. Clark (CEO-Elect) and David Lanzer (General Counsel & Secretary) will not automatically vest upon a change in control, but instead will only be eligible to vest on an accelerated basis in connection with a qualifying termination of employment (whether or not in connection with a change in control).
The covered employee’s right to receive the severance payments and benefits described above is (other than in the case of a termination of employment due to the death of an executive officer) subject to the execution and non-revocation of an effective general release of claims in favor of the Company. In addition, the receipt of severance benefits is conditioned upon the covered employee’s continued compliance with applicable confidentiality provisions, a non-disparagement provision and a non-solicitation provision that prohibits such employee from soliciting, directly or indirectly, any employee, consultant, or any member of the Company and its subsidiaries and affiliates while employed with the Company and for a period of 12 months following their termination.
In addition, to the extent that any change in control payment or benefit to the applicable employee would be subject to an excise tax imposed in connection with Section 4999 of the Internal Revenue Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the change in control payments and benefits without such reduction.
The Severance Plan replaces in full and supersedes any other severance protections provided to any covered employee, including, without limitation, any employment agreements or other plans. In consideration of the Company designating Michael Fitzmaurice (Chief Financial Officer) and Mr. Lanzer as eligible executive officers under the Severance Plan and Ms. Clark as an eligible executive officer under the Severance Plan in the role of CEO, each of Messrs. Fitzmaurice and Lanzer and Ms. Clark have waived and relinquished any and all rights and interests under their respective employment agreements from and after the Effective Date, with such employment agreements terminating as of the Effective Date.
The Co-CEOs of the Company as of the Effective Date, Michael S. Frankel and Howard Schwimmer, are expressly excluded from the Severance Plan, and the Severance Plan in no way modifies, amends or supplements the terms and conditions of each Co-CEO’s Transition and Separation Agreement with the Company dated effective November 17, 2025.
The foregoing description of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed herewith as Exhibit 10.1, and incorporated herein by reference.
Item 7.01 Regulation FD
On February 26, 2026, the Company issued a press release in connection with the appointment of Mr. Nahas to Chief Operating Officer, effective April 1, 2026, as reported under Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | Rexford Industrial Realty, Inc. Executive Severance Plan, effective as of February 24, 2026 | |||||||
| 99.1 | Press Release, dated February 26, 2026 | |||||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rexford Industrial Realty, Inc. | ||||||||
| Date: February 26, 2026 | By: | /s/ David E. Lanzer | ||||||
| David E. Lanzer General Counsel & Secretary | ||||||||
Exhibit 99.1
Rexford Industrial Announces Promotion of John Nahas to Chief Operating Officer
Los Angeles — February 26, 2026 — Rexford Industrial Realty, Inc. (the “Company” or “Rexford Industrial”) (NYSE: REXR), a real estate investment trust (“REIT”) focused on creating value by investing in and operating industrial properties throughout infill Southern California, today announced the promotion of John Nahas, the Company’s current Managing Director of Operations, to Chief Operating Officer (COO), effective April 1, 2026, in conjunction with Laura Clark’s previously announced appointment to Chief Executive Officer. As COO, Nahas will continue to oversee the Company’s operations and investments functions including asset management, development and construction, leasing and property management.
The Company is reaffirming its previously disclosed 2026 general and administrative expense guidance of approximately $60 million. Further, the Company significantly reduced total aggregate executive compensation by approximately 50% compared to prior levels.
“John’s promotion to COO acknowledges his exceptional leadership across Rexford’s operations and investments and completes the strategic realignment of our executive team,” said Laura Clark, current COO and incoming Chief Executive Officer. “John is a proven operator with deep market expertise, and since joining Rexford, he has been instrumental in strengthening our operational execution and efficiency. His promotion to COO underscores our commitment to operational rigor, disciplined capital allocation and driving long-term shareholder value.”
“I’m honored to step into the role of COO to advance our strategic goals in collaboration with our outstanding Rexford team,” said John Nahas. “Rexford has built a highly differentiated platform, and I am excited about the opportunities ahead as we continue driving operational excellence, executing with discipline and supporting the Company’s reformed capital allocation framework.”
About John Nahas
Nahas brings more than 22 years of real estate operations and investments experience across various product types. He joined Rexford Industrial in January 2023 and has served as Managing Director of Operations and Asset Management since July 2023. Prior to joining Rexford Industrial, Nahas served as President of CenterCal Properties, where he led business operations across one of the company’s core regions. Previously, he served as Vice President of Investments where he directed regional investments across Southern California at Regency Centers, a publicly traded retail REIT and S&P 500 Index member. Earlier in his tenure at Regency Centers, Nahas held roles of increasing responsibility across transactions, asset management and development. Nahas earned a Master of Real Estate Development degree from the University of Southern California and a Bachelor of Arts from the University of Texas at Austin. He is a licensed commercial broker and an active member of NAIOP and IAMC.
About Rexford Industrial
Rexford Industrial creates value by investing in, operating and repositioning industrial properties throughout infill Southern California, the world's fourth largest industrial market and consistently the highest-demand with lowest-supply major market in the nation over the long term. The Company's highly differentiated strategy enables internal and external growth opportunities through its proprietary value creation and asset management capabilities. As of December 31, 2025, Rexford Industrial's high-quality, irreplaceable portfolio comprised 419 properties with approximately 51.2 million rentable square feet occupied by a stable and diverse tenant base. Structured as a real estate investment trust
(REIT) listed on the New York Stock Exchange under the ticker “REXR,” Rexford Industrial is an S&P MidCap 400 Index member. For more information, please visit rexfordindustrial.com.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the Securities and Exchange Commission. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
Contacts
Mikayla Lynch
Director, Investor Relations and Capital Markets
(424) 276-3454
mlynch@rexfordindustrial.com
FAQ
What leadership changes did Rexford Industrial (REXR) announce in this 8-K?
Rexford Industrial announced the promotion of John Nahas to Chief Operating Officer effective April 1, 2026. His new role coincides with Laura Clark’s previously announced transition to Chief Executive Officer, completing a broader strategic realignment of the company’s senior leadership team and operating structure.
Who is John Nahas, the new COO of Rexford Industrial (REXR)?
John Nahas is Rexford Industrial’s current Managing Director of Operations and Asset Management, joining the company in January 2023. He has more than 22 years of real estate operations and investment experience, including prior senior roles at CenterCal Properties and Regency Centers, a publicly traded retail REIT.
What is included in Rexford Industrial’s new Executive Severance Plan?
The Executive Severance Plan provides cash severance of one to three times salary plus average bonus, prorated annual bonus, accelerated vesting of time-based equity awards, and company-paid healthcare continuation. Benefits apply for qualifying terminations, including certain cases tied to a change in control, subject to a release and restrictive covenants.
How does the change in control protection work in Rexford Industrial’s severance plan?
During a window from three months before to two years after a change in control, qualifying terminations trigger higher cash severance multiples. Key employees, executive officers, and the CEO receive one, two, or three times salary plus average bonus, respectively, plus prorated bonus, equity vesting, and extended healthcare benefits.
How did Rexford Industrial (REXR) change its executive compensation levels?
Rexford Industrial stated that it significantly reduced total aggregate executive compensation by approximately 50% compared to prior levels. This reduction comes alongside implementing the new Executive Severance Plan and leadership changes, and is framed as part of a broader effort to align costs and capital allocation discipline.
What 2026 expense guidance did Rexford Industrial (REXR) reaffirm?
The company reaffirmed its previously disclosed 2026 general and administrative expense guidance of approximately $60 million. This figure represents the expected corporate overhead and related costs for the year and is reiterated alongside executive leadership changes and adjustments to aggregate executive compensation levels.
Which executives are covered or excluded under Rexford Industrial’s new severance plan?
Executive officers and certain key employees are eligible under the new plan, including the incoming CEO, CFO, and General Counsel. In exchange, they waived severance rights in prior employment agreements. The two Co-CEOs as of the effective date are explicitly excluded and remain under separate transition and separation agreements.
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Rexford Indl Rlty Inc