Laura Clark
About Laura Clark
Laura Clark is Chief Operating Officer at Rexford Industrial Realty, appointed November 18, 2024 after serving as Chief Financial Officer since September 2020; she is 45 years old, holds a B.S. in Finance from DePaul University and an MBA from Ball State, and is a CFA charterholder with 23 years of finance, accounting, real estate, and operations experience . Her compensation design ties pay-for-performance to annual STI targets (70% quantitative, 20% qualitative, 10% ESG) and multi‑year LTI awards driven by relative TSR versus the Dow Jones U.S. Equity REIT Index and Core FFO per diluted share growth, with an absolute TSR modifier constraining/enhancing payouts (0–275% of target) . For 2024, her STI paid at the maximum (200% of base) reflecting Company achievements, and her LTI target value rose 20% year-over-year in connection with her promotion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regency Centers (NASDAQ: REG) | SVP, Capital Markets | 2017–2020 | Public REIT experience; capital markets leadership |
| Regency Centers | VP, Financial Services (West Region) | 2012–2017 | Oversaw operational analysis, budgeting, reporting |
| Green Street Advisors | Institutional Sales & Equity Research | Not disclosed | Research and market-facing expertise |
| Iron Tree Capital | Vice President, Capital Markets | Not disclosed | Capital markets experience |
| Inland Capital Markets Group | Vice President | Not disclosed | Capital markets experience |
External Roles
- Proxy executive background does not list any external public company directorships or board committee roles for Ms. Clark .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $650,000 | $700,000 |
| Base Salary YoY Change (%) | — | — | 8% |
| Target Bonus (% of Base) | 150% | 150% | 150% |
| Maximum Bonus (% of Base) | 200% | 200% | 200% |
| Actual Bonus Paid ($) | $1,150,000 | $1,300,000 | $1,400,000 |
| All Other Compensation ($) | $17,351 | $18,323 | $15,548 |
Performance Compensation
Annual Short-Term Incentive (STI)
| Element | 2024 Design | 2024 Target | 2024 Actual | Payout Form | Notes |
|---|---|---|---|---|---|
| Weighting | 70% Quantitative / 20% Qualitative / 10% ESG | — | Paid at maximum | Cash | Co-CEOs elected LTIP units (fully vested), Clark paid cash |
| Opportunity (% of Base) | Threshold 100%; Target 150%; Max 200% | $1,050,000 (150% of $700k) | $1,400,000 (200% of base) | Cash | No increase to 2024/2025 bonus opportunities |
Long-Term Incentive (LTI) – LTIP Units
| Component | Metric | Grant Date / Performance Period | Target Value ($) | Vesting | Payout Range |
|---|---|---|---|---|---|
| Service‑Vesting LTIP Units (2024) | Time‑based | Awarded Nov 2024 ($1,275,000) and Mar 2025 ($255,000) | $1,530,000 | Ratable over 3 years; unvested portions scheduled Nov 16, 2025/2026/2027 | N/A (time-based) |
| Performance‑Vesting LTIP Units (2024) | Relative TSR vs DJ U.S. Equity REIT Index; Core FFO/share growth; absolute TSR modifier | TSR: Nov 16, 2024–Nov 15, 2027; Core FFO: Jan 1, 2025–Dec 31, 2027 | $1,870,000 | Earned at end of period; vest per achievement | 0–225% pre‑modifier; 0–275% post‑modifier |
| Total LTI Target (2024) | Combined | 2024 | $3,400,000 | See above | See above |
| Total LTI Target (2023) | Combined | 2023 | $2,835,000 | — | — |
| YoY Change | — | — | 20% increase tied to promotion | — | — |
Equity Ownership & Alignment
| Item | Value/Policy | Status |
|---|---|---|
| Beneficial Ownership (as of Apr 3, 2025) | 58,467 shares/units; less than 1% of outstanding | Active executive holder |
| Ownership Guidelines | 3x base salary for COO/CFO/GC; 6x for Co‑CEOs | All NEOs satisfied or within 5‑year period as of Apr 14, 2025 |
| Anti‑Hedging Policy | Prohibits puts, calls, derivatives, collars, forwards by insiders and family | In force |
| Anti‑Pledging Policy | Prohibits pledging/margin; exceptions only if above ownership minimum, sufficient liquidity, and not used for hedging | In force |
| Service‑Vest LTIP Hold | One‑year post‑vesting hold added for awards granted in 2025 and beyond | Reduces near‑term selling pressure |
| 2024 Vesting Activity | 32,417 units vested; $1,279,804 value realized | Demonstrates ongoing equity realization |
Employment Terms
| Term | Detail |
|---|---|
| Current Role | Chief Operating Officer since November 2024; previously CFO since September 2020 |
| Agreement Term & Renewal | Clark’s agreement expires November 8, 2025; auto‑renews for successive one‑year periods unless 120‑day notice of non‑renewal |
| Severance Triggers | Without cause or for good reason; death/disability provisions; time‑based equity acceleration on CoC |
| Non‑Solicit | 18 months post‑termination; confidentiality provisions customary |
| Clawback | SEC/NYSE‑compliant clawback policy adopted under Rule 10D‑1 |
| Tax Gross‑Up | No excise tax gross‑ups; best‑pay‑cap reduction considered under 280G/4999 |
Potential Payments Upon Termination or Change in Control (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Continued Health ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | $1,400,000 | $45,828 | $7,412,127 | $8,857,955 |
| Qualifying Termination (no CoC) | $3,208,333 | $45,828 | $7,412,127 | $10,666,288 |
| Change in Control (no Termination) | — | — | $3,399,992 | $3,399,992 |
| Qualifying Termination in Connection with CoC | $4,112,500 | $45,828 | $3,399,992 | $7,558,320 |
Performance‑vesting LTIP values in CoC scenarios are determined using actual TSR through Dec 31, 2024 and target Core FFO base units, valued at the Dec 31, 2024 share price ($38.66) methodology described in the proxy .
Compensation Structure Analysis
- Variable pay emphasis: Other NEOs (including Clark) have ~84% target pay variable; LTI metrics streamlined to relative TSR and Core FFO/share, with an absolute TSR modifier and reduced maximum payout from 300% to 275% .
- Governance enhancements: Added one‑year post‑vesting hold for service‑vesting LTIP units beginning 2025; increased formulaic STI components to 80%; removed largest peers from compensation peer group .
- Base pay restraint: No increases to 2025 base salaries; 2024 base increased 8% for Clark based on performance and peer competitiveness .
- Risk controls: Anti‑hedging/anti‑pledging policies; SEC/NYSE‑compliant clawback; broad compensation risk assessment concluded programs do not pose material risk .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Shares/Units Beneficially Owned | 58,467; less than 1% of shares outstanding |
| Ownership Compliance | NEOs met guidelines (or within 5‑year window); COO guideline 3x salary; unearned performance LTIP units excluded from guideline calculation |
| Pledging/Hedging | Prohibited; exceptions require exceeding guideline and liquidity safeguards; margin accounts barred |
Employment Contracts, Severance, and Change‑of‑Control Economics
- Agreement term and renewal cadence disclosed; severance available for without‑cause or good‑reason terminations, with healthcare continuation and time‑based equity acceleration; performance awards remain outstanding subject to actual performance attainment .
- Single‑trigger CoC acceleration applies to time‑based LTIP units for Clark and Lanzer; performance LTIP treated per award terms and actual performance measurement at CoC .
- No excise tax gross‑ups; best‑pay‑cap reductions considered to optimize after‑tax outcomes .
Performance & Track Record
- 2024 STI paid at maximum for Clark (200% of base), reflecting quantitative, qualitative, and ESG achievements determined by the Compensation Committee .
- Company highlighted Clark’s “substantial contributions as CFO” and promotion to COO to drive operational and growth value creation .
Investment Implications
- Alignment: Strong equity alignment via 3x salary ownership guideline, anti‑hedging/pledging policies, and added one‑year hold on service‑vesting LTIPs from 2025, reducing near‑term selling pressure and aligning with long‑term TSR/FFO outcomes .
- Retention and CoC risk: Clark’s substantial potential payouts and single‑trigger acceleration of time‑based awards at CoC may modestly elevate CoC event sensitivity; however, performance LTIPs rely on actual performance measurement, preserving pay‑for‑performance integrity .
- Pay‑for‑performance: Max STI payout in 2024 and promotion‑linked 20% LTI target increase signal high execution expectations; streamlined LTI metrics and absolute TSR modifier should constrain windfalls if absolute returns are weak .
- Governance quality: No tax gross‑ups, robust clawback, and risk assessment suggest shareholder‑friendly design; removal of largest peers may temper pay inflation risk and better calibrate benchmarking .