David Lanzer
About David Lanzer
David Lanzer (age 52) has served as Rexford Industrial Realty’s General Counsel and Secretary since March 2016, bringing 27 years of real estate and legal experience, with prior roles at Prologis and Lauth Group and a JD from Indiana University and BA from Purdue University . Under the NEO team’s leadership in 2024, Rexford delivered net income of $285.9M (+15% YoY), consolidated NOI of $711.8M (+17% YoY), and Core FFO per diluted share growth of 6.8%; five-year CAGRs: net income 37.0%, Core FFO/share 15.4%, NOI 29.9% . TSR since IPO (2013–2024) has outpaced key REIT indices, supporting a pay-for-performance program that ties annual incentives to Core FFO/share and consolidated NOI growth and long-term incentives to relative TSR and Core FFO/share growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prologis, Inc. (NYSE: PLD) | First Vice President and Senior Counsel | 2010–2016 | Legal leadership at the world’s largest industrial REIT |
| Lauth Group, Inc. | Vice President & Deputy GC; Market Officer | 2002–2009 | Legal and market operations across national development portfolio |
| Wooden & McLaughlin LLP | Attorney | Not disclosed | Foundational legal practice; commercial real estate exposure |
External Roles
No external directorships or board roles disclosed in the 2025 proxy for Lanzer .
Fixed Compensation
Multi-year compensation summary for David Lanzer:
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 475,000 | 525,000 | 565,000 |
| Stock Awards (grant-date fair value) | 1,692,412 | 1,842,437 | 1,713,509 |
| Non-Equity Incentive (Annual Cash Incentive) | 950,000 | 1,050,000 | 1,130,000 |
| All Other Compensation | 19,351 | 20,323 | 17,548 |
| Total | 3,136,763 | 3,437,760 | 3,426,057 |
2024 bonus opportunity design and realized payout:
| Item | Value |
|---|---|
| Base Salary | $565,000 |
| Annual Cash Incentive Threshold/Target/Max (% of salary) | 100% / 125% / 200% |
| Actual 2024 Annual Cash Incentive Payout | 200% of salary = $1,130,000; delivered in cash |
Notes:
- 2024 base salary increased 8% YoY (from $525,000 to $565,000); no 2025 base salary increase .
- Co-CEOs elected to receive 100% of their bonuses in LTIP Units; Lanzer’s bonus was paid in cash .
Performance Compensation
2024 Short-Term Incentive (STI) design and outcomes for Lanzer:
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Core FFO per diluted share | 35% | $2.30 | $2.34 (FY 2024) | Contributed to max STI | Cash; paid early 2025 |
| Consolidated Portfolio NOI Growth | 35% | 10% growth | +17% YoY | Contributed to max STI | Cash; paid early 2025 |
| ESG Goals (solar, LEED, Green Lease, volunteer hours, training, inclusion training) | 10% | Achieve published 2024 ESG goals | Achieved goals (highlights listed) | Contributed to max STI | Cash; paid early 2025 |
| Qualitative (strategy, capital, liquidity, operations, talent) | 20% | Favorable positioning/strategic execution | Achievements across investments, leasing, margins, capital raised | Contributed to max STI | Cash; paid early 2025 |
2024 Long-Term Incentive (LTI) awards for Lanzer:
| LTI Type | Metric | Unit Allocation | Payout Curve | Modifier | Vesting |
|---|---|---|---|---|---|
| Performance-Vesting LTIP Units | Relative TSR vs Dow Jones U.S. Equity REIT Index | 22,628 base units | 50% threshold / 100% target / 225% max | Absolute TSR: -25 pts (≤0%), 0 (10%), +25 (20%), +50 (≥30%) | Cliff at end of 3-year period (Dec 2027) |
| Performance-Vesting LTIP Units | Core FFO per share growth (3-year) | 22,629 base units | 50% threshold / 100% target / 225% max; max requires ≥16% growth | Same absolute TSR modifier as above | Cliff at end of 3-year period (Dec 2027) |
| Performance-Vesting LTIP Units | Distribution Equivalent Units | 8,575 units (cap) | Earned with vesting of performance units | N/A | Vest post-performance period |
| Service-Vesting LTIP Units | Time-vesting retention | 16,424 units | N/A | N/A | 1/3 each on Nov 16, 2025/26/27 |
Grant-date fair value for Lanzer’s 2024 LTI awards:
- Service-vesting LTIP Units: $641,671
- Performance-vesting LTIP Units (threshold/target/max units in plan tables): Grant-date value $1,071,838 (probable outcome basis)
Equity Ownership & Alignment
Ownership, vesting status, and upcoming schedules (as of 12/31/2024 unless noted):
| Category | Units/Shares | Market/Payout Value Reference |
|---|---|---|
| Beneficial ownership (shares and units) | 64,926; <1% of outstanding | <1% per principal holders table |
| Vested Service-Vesting LTIP Units | 21,679 | Counts from ownership notes |
| Vested Performance-Vesting LTIP Units | 43,247 | Counts from ownership notes |
| Unvested Service-Vesting LTIP Units (2022 grant) | 3,955; vests remaining 1/3 on Nov 8, 2025 | Market value calc at $38.66/share |
| Unvested Service-Vesting LTIP Units (2023 grant) | 8,274; vests 1/3 on Dec 21, 2025 and 1/3 on Dec 21, 2026 | Market value calc at $38.66/share |
| Unvested Service-Vesting LTIP Units (2024 grant) | 16,424; vests 1/3 on Nov 16, 2025/26/27 | Market value calc at $38.66/share |
| Performance-vesting LTIP Units (unearned base units outstanding) | 19,281 (2022), 20,269 (2023), 22,629 (2024) | Market/payout values referenced at $38.66/share |
| Ownership guidelines | 3x base salary for General Counsel; 5-year compliance window | Policy and compliance status as of Apr 14, 2025 |
| Hedging/Pledging | Prohibited; limited exceptions for pledging with liquidity and guideline coverage | Insider Trading Policy |
Vesting schedules with specific dates:
- Service LTIP (2022): Final installment on Nov 8, 2025 (one-third)
- Service LTIP (2023): Installments on Dec 21, 2025 and Dec 21, 2026 (one-third each)
- Service LTIP (2024): Installments on Nov 16, 2025, Nov 16, 2026, Nov 16, 2027 (one-third each)
- Performance LTIP (2024): Cliff vest at end of performance period in Dec 2027 (subject to achievement and employment)
Stock ownership guidelines and policies:
- Executive Officer Stock Ownership Policy: 3x base salary multiple for General Counsel; all NEOs either meet guidelines or are within the time window as of Apr 14, 2025 .
- Anti-hedging and anti-pledging policies prohibit derivatives and pledging, with narrow exceptions requiring guideline coverage and liquidity .
Employment Terms
| Term | Details |
|---|---|
| Role start date | General Counsel and Secretary since March 2016 |
| Employment agreement | Expires Nov 8, 2025; auto-renews annually unless notice ≥120 days prior |
| Non-solicitation | 18 months post-termination for Lanzer (customary confidentiality also applies) |
| Severance (no CIC) | 1× (base salary + average annual cash incentive of prior 3 years) + pro rata current-year bonus; 18 months health coverage; accelerate time-vested equity |
| Severance (within 18 months post-CIC) | 1.5× (base salary + average annual cash incentive of prior 3 years); same bonus/health/equity acceleration terms above |
| Change-in-control treatment | Accelerated vesting of time-vested equity upon CIC for Lanzer; performance awards follow CIC formulas and may vest based on TSR/FFO criteria and modifiers |
| Clawback | Mandatory recovery policy (effective Oct 2, 2023) for erroneously awarded incentive compensation under SEC/NYSE rules |
| Tax gross-ups | None; “best pay cap” applies for potential 280G excise tax optimization |
Potential payments table (company-disclosed scenarios, as of 12/31/2024):
| Scenario | Total Estimated Payment ($) |
|---|---|
| Death/Disability | 4,986,467 |
| Qualifying Termination (no CIC) | 6,466,050 |
| Change in Control (no Termination) | 1,782,207 |
| Qualifying Termination in Connection with a CIC | 5,177,410 |
Investment Implications
- Pay-for-performance alignment: Lanzer’s STI metrics (Core FFO/share and consolidated NOI growth) were set above peer norms and achieved at maximum in 2024; LTI adds three-year relative TSR and Core FFO/share growth with an absolute TSR modifier, balancing growth and shareholder return focus .
- Retention risk and selling pressure: Significant scheduled service-vesting LTIP installments in 2025–2027 and performance LTIP cliff in 2027 could create taxable events; note that post-vest one-year hold applies to service-vesting units beginning with awards granted in 2025 (not retroactive to 2024 grants) . Anti-hedging/pledging policies reduce misalignment risks .
- Severance/CIC economics: For Lanzer, 1× (or 1.5× within 18 months post-CIC) cash severance, health coverage, and acceleration of time-vested equity; performance units have defined CIC vesting rules—manageable compared to standard REIT practices, with no excise tax gross-ups .
- Governance signals: 2024 say-on-pay support fell to ~62%; the Compensation Committee responded by tightening LTI leverage (max 275%), adding an absolute TSR limiter, increasing formulaic STI components, and enhancing disclosure—mitigating future vote risk .
- Ownership alignment: 3× salary stock ownership guideline, current compliance status, and prohibitions on hedging/pledging support long-term alignment .
- Company performance backdrop: Strong 2024 financials and multi-year CAGRs (net income, NOI, Core FFO/share) underpin incentive achievement, suggesting durable fundamentals in Lanzer’s operating environment .