Diana Ingram
About Diana J. Ingram
Independent director of Rexford Industrial Realty since April 2018; age 67. Ingram is a senior IT and go‑to‑market leader with deep cybersecurity credentials (CISSP), with prior roles at Oracle Consulting (2015–2022), IBM (2004–2012), IBT/Realtime, Kinko’s, and her own consultancy; she holds a BA from Stanford and an MBA from Northwestern (Kellogg) . She serves as Chair of the Nominating & Corporate Governance Committee and is a member of the Audit Committee, bringing technology, cybersecurity oversight, and financial literacy to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Consulting | Consulting Director | 2015–2022 | Led client cloud transitions and IT security posture enhancements |
| Ingram & Associates | Principal (Independent consultancy) | 2013–2015 | Go‑to‑market and operations advisory |
| IBT/Realtime (networking software) | EVP & Head of Operations (U.S. start‑up) | 2012–2013 | U.S. launch operations |
| IBM | Multiple roles: Director, Security & Privacy Services (U.S.); VP Global Sales, Wireless e‑Business; VP, Telecom–Media, LatAm; Director, ECM Software Sales, Americas | 2004–2012 | Built and led security and enterprise software businesses across geographies |
| Kinko’s (now FedEx) | SVP & GM, Operations (West Region) | 2002–2003 | Regional P&L leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodwill of Southern California | Director | Current | Chair, Diversity, Equity & Inclusion Committee |
| ECMC Group, Inc. | Director | Current | Board member (private) |
| UCLA Foundation | Director | Current | Board member |
| Prior nonprofit boards | Director | Prior | International Women’s Forum (SoCal), Big Brothers Big Sisters LA, LA Urban League, Coalition for Clean Air |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; Member, Audit .
- Independence: Classified independent under NYSE standards; one of five independent directors on a seven‑member board post‑2025 meeting .
- Attendance and engagement: Company reported 97.5% aggregate director attendance in 2024; each incumbent director attended 100% of regular Board meetings and all committee meetings on which they served in 2024. Audit Committee met 4 times; Nominating & Corporate Governance met 2 times (100% attendance) .
- Cybersecurity oversight: Board oversight is “enhanced” through the independent director with information security experience who chairs Nominating & Corporate Governance and sits on Audit—i.e., Ingram receives quarterly information security reports and provides director‑level oversight; full Board gets annual updates .
- Executive sessions: Independent directors hold executive sessions at every regular Board and committee meeting; sessions are presided over by the Lead Independent Director (moving to an independent Chairman post‑meeting) .
Fixed Compensation
| Year | Element | Amount/Detail |
|---|---|---|
| 2024 | Cash fees (Board + committee + chair retainers) | $140,000 |
| 2024 | Equity grant (restricted common stock) | $149,991 grant‑date fair value; 3,357 shares granted on June 11, 2024; vests in full on earlier of 2025 annual meeting or first anniversary (subject to service) |
| Policy | Director stock ownership guideline | 5x annual cash retainer; as of April 14, 2025, all non‑employee directors either met the guideline or were within the five‑year compliance window |
Notes: Non‑employee director program consists of annual cash retainers and annual restricted stock; no options or meeting fees are disclosed .
Performance Compensation
| Component | Metrics | Plan Terms |
|---|---|---|
| None for non‑employee directors | N/A | Director equity is time‑based restricted stock that vests by the next annual meeting or first anniversary; no performance‑vesting, options, or performance metrics are used for directors . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | None disclosed |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks; comp committee members were independent . |
Expertise & Qualifications
- Technology and cybersecurity: Former Oracle Consulting director focused on cloud and security; prior IBM security leadership; CISSP credential, providing critical oversight for cyber risk .
- Financial literacy: Audit Committee member; Board determined Audit members are financially literate (Ingram “financially literate”; other Audit members Kleiman and Morris, and chair Rose, qualify as “audit committee financial experts”) .
- Governance leadership: Chair, Nominating & Corporate Governance; leads board refreshment, evaluation, ESG and human capital oversight .
- Education: BA, Stanford; MBA, Northwestern Kellogg .
- International and go‑to‑market experience across U.S., Latin America, global markets .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares and units) | 17,822 |
| Unvested restricted shares held at 12/31/2024 | 3,357 (from June 11, 2024 director grant) |
| Ownership as % of shares outstanding | ~0.0075% (17,822 / 236,170,792) |
| Shares pledged | None disclosed; company policy prohibits pledging and hedging by officers and directors, with narrow pre‑cleared exceptions |
| Compliance with director ownership guideline | Company reported all non‑employee directors satisfied the guideline or had time remaining to comply as of April 14, 2025 |
Governance Assessment
-
Strengths:
- Independent director with rare CISSP‑level cybersecurity expertise, positioned to oversee cyber and technology risk; chairs Nominating & Corporate Governance and serves on Audit, with 100% committee attendance in 2024 .
- No other public company directorships → lower overboarding risk and potential conflicts; broad nonprofit governance network (DEI committee chair at Goodwill SoCal) .
- Alignment mechanisms: annual director equity grant; 5x retainer ownership guideline; anti‑hedging and anti‑pledging policies .
- No related‑party transactions disclosed involving Ingram in 2024; Section 16(a) delinquencies reported only for the Co‑CEOs, not for Ingram .
-
Watch items / potential red flags:
- RED FLAG: 2024 Say‑on‑Pay support fell to ~62% (below prior three‑year ~86% average), signaling investor scrutiny of pay; the Board responded with structural changes (reduced LTI max, absolute TSR modifier, added post‑vest holding for service‑vesting LTIP, more formulaic STI) that should be monitored for effectiveness in 2025 engagement cycles .
- Board transitioning to an independent Chairman (from Lead Independent Director) post‑2025 meeting—positive for independence, but execution should be monitored during leadership changeover .
-
Shareholder engagement:
- Outreach to holders of 94% of shares outstanding; meetings with 67% in 2024, including compensation discussions, with Board/committee oversight on governance and ESG .
Director Compensation Mix (2024)
| Component | Amount | Mix |
|---|---|---|
| Cash fees | $140,000 | 48.3% |
| Restricted stock (time‑based) | $149,991; 3,357 shares (grant 6/11/2024; vests by next annual meeting/1st anniversary) | 51.7% |
| Total | $289,991 | 100% |
Related-Party Exposure
- No related‑party transactions disclosed for Ingram. 2024 related‑party items involved management affiliates (e.g., property management revenues tied to holdings of a Co‑CEO), reviewed under the company’s related‑party policy overseen by the Audit Committee .
Board/Committee Attendance (2024)
| Body | Meetings | Attendance |
|---|---|---|
| Board of Directors | 5 | Each incumbent director attended 100% of regular Board meetings in 2024 |
| Audit Committee | 4 | 100% committee attendance; members: Rose (Chair), Ingram, Morris, Kleiman |
| Nominating & Corporate Governance | 2 | 100% committee attendance; members: Ingram (Chair), Morris, Rose |
Other Notes
- Annual Meeting attendance: Seven of eight directors attended the 2024 Annual Meeting .
- Legal proceedings: Company reported no material legal proceedings involving directors .
Overall view: Ingram strengthens board effectiveness via cybersecurity and governance leadership, high attendance, and independence. Absence of conflicts and adherence to ownership and anti‑hedging/pledging policies support investor alignment, while the 2024 Say‑on‑Pay outcome remains a governance signal to monitor as the Board’s compensation changes are implemented in 2025 .