Howard Schwimmer
About Howard Schwimmer
Howard Schwimmer is Co‑Chief Executive Officer and a director of Rexford Industrial Realty, Inc., serving on the board since the company’s 2013 IPO. He has 40+ years of operating, leasing, and investment experience in Southern California infill industrial real estate and is a licensed California real estate broker; education includes a Bachelor’s degree from USC with emphasis in real estate finance and development . Age: 64 . Under his leadership, REXR delivered strong multi‑year value creation: 5‑year Core FFO per diluted share CAGR 15.4%, consolidated NOI CAGR 29.9%, net income CAGR 37.0%, and dividend per share CAGR 18.0% through 2024 . Comparative TSR since the 2013 IPO has outpaced the Dow Jones U.S. Real Estate Industrial Index, Dow Jones Equity All REIT Index, and REXR’s compensation peer group; the company reported TSR of 415.3% since IPO through year‑end 2023 vs 298.6% for the industrial index and 96.5% for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rexford predecessor businesses | Co‑Founder; Senior Managing Partner; President of a predecessor management company | 2001–2013 | Built platform exclusively focused on infill Southern California industrial; led acquisitions, repositioning and development of >50M sqft . |
| DAUM Commercial Real Estate | Manager; EVP; Broker of Record | 1983–2001 | Led brokerage operations, sales and leasing across Southern California industrial markets . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USC Lusk Center Real Estate Leadership Council | Member | Not disclosed | Industry engagement and policy advisory participation . |
| USC Hillel | Former Board Chair | Not disclosed | Governance and community leadership . |
| Los Angeles Jewish Federation, Real Estate Principals Organization | Former Chair | Not disclosed | Industry network leadership in real estate community . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 825,000 | 1,000,000 | 1,000,000 |
| Note | 21% YoY increase from 2022 | No increase; Co‑CEOs had no salary increases in 2024 or 2025 |
Performance Compensation
Annual Short‑Term Incentive (STI) – 2024 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| Core FFO per diluted share | 35% | $2.30 | $2.34 (FY 2024 Core FFO/diluted share) | Met maximum projections; contributed to max payout |
| Consolidated Portfolio NOI Growth | 35% | 10% growth | Achieved above maximum threshold (Company stated maximum STI projections met) | Met maximum projections; contributed to max payout |
| Qualitative (capital structure, positioning, execution) | 20% | Discretionary, defined criteria | Completed $2.0B capital raising; $1.5B investments; strong leasing/re‑leasing; organizational upgrades | Paid at maximum |
| ESG | 10% | Published 2024 ESG goals | Achieved stated ESG goals including solar commitments; LEED; training; inclusion | Paid at maximum |
| STI Award (Co‑CEOs) | — | — | — | 275% of base salary; each Co‑CEO $2,750,000, elected 100% settlement in fully‑vested LTIP Units (70,512 LTIP Units each) |
Both Co‑CEOs elected to receive 100% of their 2024 cash bonus in fully‑vested LTIP Units, enhancing long‑term alignment and mitigating short‑term selling pressure .
Long‑Term Incentive (LTI) – 2024 Grants and Structure
| Component | Grant Detail | Vesting | 2024 Grant Size/Value |
|---|---|---|---|
| Service‑Vesting LTIP Units | Time‑based units; distributions paid on unvested units | 1/3 on Nov 16, 2025; 1/3 on Nov 16, 2026; 1/3 on Nov 16, 2027; post‑vest 1‑year holding period on awards granted beginning in 2025 | 89,978 units; grant date value $3,515,364 |
| Performance‑Vesting LTIP Units | 50% 3‑yr relative TSR vs Dow Jones U.S. Equity REIT Index; 50% 3‑yr Core FFO per‑share growth; absolute TSR modifier −25 to +50 points (payout 0–275%) | Cliff vest after 3‑year period ending Dec 2027; continued employment required; distributions: 10% of dividends during performance period plus distribution equivalent units at vest | Base units: Relative TSR 123,719; Core FFO 123,720; Max abs. TSR modifier 54,987; distribution equivalents 46,884; total 349,310 units |
| Performance‑Vesting LTIP Units: payout ranges | Threshold 50% of target; Target 100%; Maximum 225% before modifier; post‑modifier max 275% | — | Threshold units 54,987; Target units 109,973; Maximum units 302,426; grant date value $5,860,193 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares + units) | 1,360,528; includes 76,383 common units; 13,575 common shares and 42,002 common units via Schwimmer Family Irrevocable Trust; 7,275 common units via Schwimmer Living Trust; 593,464 vested Service‑Vesting LTIP Units; 577,616 vested Performance‑Vesting LTIP Units; <1% of shares outstanding |
| Outstanding unvested equity (12/31/2024) | Service‑Vesting LTIP Units: 89,978 unvested; market value $3,478,549; Performance‑Vesting LTIP Units: 123,720 unearned base units; market/payout value at threshold scenario $4,783,015 |
| Stock ownership guidelines | Co‑CEOs must hold ≥6x base salary; all NEOs met or within compliance window as of Apr 14, 2025 |
| Hedging/pledging | Company prohibits hedging and pledging by officers/directors, with limited, controlled exceptions to pledging policy; no options program |
| Insider reporting | One delinquent Form 4 (LTIP grant) reported for Howard Schwimmer in 2024 |
Employment Terms
| Provision | Co‑CEO Terms (Schwimmer) |
|---|---|
| Agreement term/renewal | Automatically renews annually; Company will nominate Co‑CEOs as directors during term |
| Cash severance (qualifying termination or non‑renewal) | Lump sum equal to 3×(current base salary + average annual cash incentive for prior 3 years + average annual equity award value for prior 3 years, excluding certain awards) |
| Bonus treatment | Prior year unpaid STI paid at termination; pro‑rated current year STI at target (timing per policy) |
| Equity acceleration | Time‑based awards accelerate on qualifying termination; performance units remain outstanding and vest based on actual performance; change‑in‑control accelerates time‑based awards (performance awards per program terms) |
| Healthcare continuation | Company‑paid COBRA for 18 months |
| Change‑in‑control policy | For legacy NEOs (including Schwimmer), single‑trigger acceleration on time‑based equity; performance awards earned per modified rules; for future executives: double‑trigger policy adopted in 2021 |
| Restrictive covenants | Non‑solicit: 12 months post‑termination; confidentiality provisions included |
| 280G treatment | “Best‑pay cap” reduction if excise tax would reduce net after‑tax; no excise tax gross‑ups |
Scenario Values (as of 12/31/2024)
| Scenario | Cash Severance ($) | Healthcare ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | 2,750,000 | — | 21,010,512 | 23,760,512 |
| Qualifying Termination (no CoC) | 22,198,750 | 45,828 | 21,010,512 | 43,255,090 |
| Change‑in‑Control (no termination) | — | — | 9,811,386 | 9,811,386 |
| Qualifying Termination in connection with CoC | 22,198,750 | 45,828 | 9,811,386 | 32,055,964 |
Board Governance
- Role: Co‑CEO and director since IPO; not independent under NYSE standards .
- Committee membership: Audit, Compensation, and Nominating & Corporate Governance Committees are entirely independent; Schwimmer does not serve on committees as an executive director .
- Board leadership: Independent Chairman expected post‑2025 annual meeting (Tyler Rose); current structure separates Chairman and Co‑CEOs; strong Lead Independent Director role and executive sessions (every regular meeting) .
- Meeting cadence and attendance: 2024 Board meetings 5; committee meetings 13; director attendance 97.5%; incumbents attended 100% of their regular Board and committee meetings .
- Director compensation: Co‑CEOs receive no compensation for director service (director program applies only to non‑employee directors) .
Compensation Structure Analysis
- High at‑risk mix maintained: ~91% of Co‑CEO target compensation is variable/at‑risk in 2024; no increases to target compensation for Co‑CEOs in 2024 or 2025 .
- STI rigor increased: For 2025, formulaic components of STI increased to 80%; ESG component converted to objective measure .
- LTI risk moderation and rigor: Maximum payout leverage reduced from 300% to 275%; core metrics streamlined to relative TSR and Core FFO growth; added absolute TSR modifier limiting payouts when absolute TSR is negative .
- Alignment enhancers: Beginning with 2025, one‑year post‑vest holding period on service‑vested LTIP units; both Co‑CEOs elected to receive 100% of 2024 bonus in LTIP units .
- Peer group recalibration: Removed largest peers and smallest net‑lease peers; current peer calibration ranges tightened; relative TSR hurdles set at 35th/55th/90th percentile for threshold/target/maximum—above typical peers .
Related Party Transactions
- Schwimmer owns interests in 19 properties (~1.0M RSF) outside REXR’s consolidated portfolio; properties are managed by a wholly‑owned services subsidiary under property management agreements that generated $599,000 revenue in 2024; board notes potential conflicts and uses Audit Committee oversight for related party transactions .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~62% vs ~86% average over prior three years; led to extensive outreach and program changes (peer group recalibration, LTI leverage reduction, TSR modifier, post‑vest holding period, increased formulaic STI) .
Expertise & Qualifications
- Deep operational and investment experience in Southern California industrial sector; executive management and capital allocation expertise; licensed broker and recognized industry participant .
Equity Plan and Options
- No stock options; equity program uses LTIP Units and performance LTIP Units; clawback policy updated Oct 2, 2023 to comply with SEC/NYSE rules, covering erroneously awarded incentive compensation over three‑year lookback .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($000s) | 80,895 | 136,246 | 177,157 | 249,591 | 285,926 |
| Core FFO/diluted share ($) | 1.32 | 1.64 | 1.96 | 2.19 | 2.34 |
| Consolidated NOI ($000s) | 249,661 | 344,012 | 480,075 | 606,904 | 711,836 |
Investment Implications
- Alignment strengths: High at‑risk pay, rigorous multi‑year TSR/FFO hurdles, absolute TSR modifier, and post‑vest holding on service units support long‑term value creation and reduce short‑term selling pressure; Co‑CEO election to receive STI in equity is a positive alignment signal .
- Retention economics: Co‑CEO severance at 3× salary+cash incentive+equity averages is sizeable; single‑trigger acceleration on time‑based awards persists for legacy executives—note potential change‑of‑control overhang, partly mitigated by performance‑award treatment and best‑pay cap; monitor governance evolution as independent Chairman is implemented .
- Ownership/pledging risk: Strong ownership guidelines (6× salary) and anti‑hedging/anti‑pledging policy reduce pledging/hedging risk; beneficial ownership is substantial with significant unvested equity, implying ongoing vest‑related supply over 2025–2027 but with hold period and performance gating .
- Program responsiveness: 2024 say‑on‑pay softness (62%) catalyzed constructive changes (peer/practice adjustments), lowering payout leverage and adding TSR guardrails—positive for pay‑for‑performance optics .
- Related party oversight: External property interests managed by a subsidiary create modest related‑party exposure ($599k revenue); Audit Committee policy/process in place—monitor renewals and terms .