Michael Fitzmaurice
About Michael Fitzmaurice
Michael P. Fitzmaurice is Chief Financial Officer of Rexford Industrial Realty, Inc. (REXR), appointed effective November 18, 2024; age 46; B.S. in finance from the University of Illinois at Chicago . He brings 25 years of REIT finance experience including CFO at RPT Realty and senior roles at Retail Properties of America, General Growth Properties, and Equity Office Properties . Company performance context: 2024 net income was $285.9M (+15% y/y), Core FFO per diluted share grew 6.8%, consolidated NOI was $711.8M (+17% y/y), and Net Debt to Enterprise Value was 26.5% . Long-term value creation: 5-year CAGR of net income 37.0%, Core FFO/share 15.4%, consolidated NOI 29.9%; TSR since IPO outpaced key REIT indices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPT Realty | EVP & Chief Financial Officer | 2018–Jan 2024 | Led finance; instrumental in merger with Kimco Realty |
| Retail Properties of America, Inc. | SVP Finance; VP Capital Markets & IR; VP Finance | 2012–2018 | Capital markets, IR, finance leadership at NYSE-listed REIT |
| General Growth Properties | Finance/Capital Markets/Accounting roles | ~11 years (pre-2018) | Progressive finance and investment roles at S&P 500 REIT |
| Equity Office Properties | Investments/Due Diligence Manager | ~2 years (pre-2012) | Transaction diligence and investments support |
External Roles
No public company directorships or external board roles disclosed for Fitzmaurice in REXR’s proxy/8-K .
Fixed Compensation
| Component | Details | 2024 Amount |
|---|---|---|
| Base Salary | Annual base salary per employment agreement | $600,000 (annual rate) |
| Salary Earned (partial year) | From start date to year-end | $75,000 (reflects partial year) |
| Healthcare benefits | Company-paid for executive and eligible dependents, subject to legal constraints | Provided per agreement (non-quantified in SCT) |
| Relocation reimbursement | Up to $225,000 | $35,523 reimbursed lodging/travel in 2024 (subset of relocation) |
| Other (401k match) | Company match where applicable | Not listed for CFO in 2024 SCT notes (match disclosed for certain NEOs) |
Performance Compensation
| Element | Metric | Weighting | Target/Range | Status/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (STI) | Corporate scorecard: Core FFO/diluted share; Consolidated Portfolio NOI growth; ESG; qualitative | 70% formulaic; 10% ESG; 20% qualitative (2024 structure) | Co-CEOs: 100%/200%/275%; Other NEOs vary; CFO eligible beginning FY2025 at 100%/150%/200% of salary | Not eligible for pro-rated 2024 bonus; eligible starting FY2025 | Paid post-year; Co-CEOs elected equity for 2024, CFO cash eligibility begins 2025 |
| Initial Equity Grant | Restricted common stock | N/A | Grant-date value ~$550,000 | Granted 11/18/2024: 12,880 shares, 3-year annual incremental vesting | Time-based vesting over 3 years; no distribution equivalents |
| Long-Term Incentive Program (LTI) | For NEOs: Service-vesting LTIP Units and Performance-vesting LTIP Units (relative TSR vs Dow Jones U.S. Equity REIT Index; Core FFO/share growth; absolute TSR modifier) | Typical mix: 45% service-vesting; 55% performance-vesting for Co-CEOs | Primary metrics: 50%/50% TSR and Core FFO/share; base payouts: 50% threshold/100% target/225% max; absolute TSR modifier -25 to +50 points | CFO did not receive 2024 LTIP Unit award; only restricted stock at hire | Performance-Vesting LTIPs vest after 3-year period; service LTIPs over 3 years; 2025 adds 1-year post-vest hold for service LTIPs (policy-level) |
2024 STI Targets and outcomes (program reference for context)
- Core FFO per diluted share target set at $2.30; Company achieved maximum-level STI projections amid challenging macro environment .
- Consolidated Portfolio NOI growth target required 10% growth; achieved maximum-level STI outcomes .
- ESG goals achieved/planned (solar MW commitments, LEED certifications, training, inclusion training) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,880 shares as of April 3, 2025; less than 1% of shares outstanding |
| Vested vs. Unvested | 12,880 restricted shares unvested at 12/31/2024; three-year annual incremental vesting beginning post-grant |
| Options | None disclosed (no options in outstanding awards) |
| Pledging/Hedging | Prohibited for officers and directors |
| Ownership guidelines | CFO required to hold equity = 3x base salary; five years to achieve; all NEOs satisfied or are within period as of 4/14/2025 |
Employment Terms
| Term | Provision | Specifics |
|---|---|---|
| Start date; term | Employment Agreement effective | Nov 18, 2024; initial term 3 years; auto-renews annually unless notice ≥120 days before expiry |
| Reporting line | To Co-CEOs | CFO reports to Co-CEOs or designee |
| Bonus target | STI eligibility | Threshold 100% / Target 150% / Max 200% of base salary starting FY2025; no 2024 bonus eligibility |
| Initial equity | Restricted stock | ~$550,000 value; 12,880 shares; three-year annual incremental vesting |
| Severance (qualifying termination, no CIC) | Cash; health; equity; bonus | 1.0x (salary + average bonus), pro-rata bonus, 18 months healthcare, acceleration of time-based awards; Illustrative at 12/31/24: $600,000 cash, $45,828 health, $497,941 equity; total $1,143,769 |
| Severance (qualifying termination in connection with CIC) | Enhanced multiple | 1.5x (salary + average bonus) in place of 1.0x; time-based equity acceleration upon termination; healthcare continuation |
| Change-in-control (no termination) | Vesting trigger | Double-trigger policy applies to CFO: time-based award vesting does not accelerate unless termination occurs (Proxy supersedes initial 8-K summary); Proxy shows no equity acceleration with CIC absent termination |
| Tax gross-ups | Excise tax treatment | No tax gross-ups; “best pay cap” reduction to optimize net after-tax payments vs 280G/4999 excise tax |
| Clawback | Policy | SEC/NYSE-compliant clawback policy for officers |
| Non-solicit | Duration | 18 months post-termination; confidentiality provisions customary |
Compensation Structure Notes
- 2024 say‑on‑pay support was ~62% vs ~86% average prior 3 years; REXR engaged shareholders and made program changes: reduced LTIP max to 275%, streamlined metrics to relative TSR and Core FFO/share, added absolute TSR modifier, introduced one-year post-vest hold for service LTIPs beginning 2025, increased formulaic STI components to 80% .
- Compensation Committee uses an updated Executive Compensation Peer Group and independent consultants (FPC; formerly Farient); no guaranteed or uncapped payouts; no excise tax gross-ups; hedging/pledging prohibited .
Risk Indicators & Red Flags
- Legal proceedings: none material involving directors or officers noted in proxy .
- Hedging/pledging: prohibited, reducing misalignment risk .
- Say-on-Pay: lower approval in 2024 (62%) prompted program adjustments; monitor future votes for shareholder sentiment .
- Double-trigger vesting for CFO reduces CIC windfall risk without termination .
Investment Implications
- Alignment: CFO’s ownership is currently modest (12,880 RS), but subject to three-year vesting and 3x salary ownership guideline within five years; combined with clawback and hedging/pledging prohibitions, this supports alignment with long-term shareholders .
- Selling pressure: Time-based restricted stock will vest in annual tranches over 2025–2027; absent an explicit post-vest hold on his hire RS grant, watch around vest dates for potential liquidity events (policy-level one-year hold applies to service-vesting LTIP units granted from 2025, not to 2024 hire RS unless otherwise specified) .
- Retention economics: Qualifying termination severance at 1.0x (or 1.5x upon CIC) plus pro‑rata bonus and healthcare, with double-trigger vesting, provides standard protection without aggressive golden parachutes (no tax gross‑ups); risk of opportunistic departure around CIC is mitigated by double-trigger .
- Performance-driven pay: Starting 2025, the CFO participates in formulaic STI tied to Core FFO/share and NOI growth, and in redesigned LTI metrics used across NEOs, strengthening pay-for-performance; monitor Core FFO/share guidance and relative TSR vs REIT index for forward compensation outcomes .
Appendices
Summary Compensation (CFO – 2024 Partial Year)
| Metric | 2024 |
|---|---|
| Salary ($) | $75,000 |
| Stock Awards ($) | $549,976 (12,880 restricted shares) |
| Non‑Equity Incentive ($) | $0 (not eligible for 2024) |
| All Other Compensation ($) | $36,819 (includes $35,523 lodging/travel reimbursement) |
| Total ($) | $661,795 |
Beneficial Ownership (as of April 3, 2025)
| Holder | Shares/Units Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Michael Fitzmaurice | 12,880 | <1% (asterisk per proxy) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Number/Status | Market/Grant Detail |
|---|---|---|
| Restricted Common Stock | 12,880 unvested; 3-year annual incremental vesting | $497,941 market value at $38.66/share on 12/31/24 |
Severance Illustrative (as of Dec 31, 2024)
| Scenario | Cash Severance | Health Benefits | Equity Acceleration | Total |
|---|---|---|---|---|
| Qualifying termination (no CIC) | $600,000 | $45,828 | $497,941 | $1,143,769 |
| Change in control (no termination) | $0 | $0 | $0 | $0 (double-trigger) |
| Qualifying termination in connection with CIC | $900,000 | $45,828 | $497,941 | $1,443,769 |
Notes: CFO’s annual cash incentive eligibility begins FY2025 at 100%/150%/200% of base salary; initial RS grant at hire only in 2024; double-trigger vesting policy applies to CFO for time-based awards on CIC .
Company Performance Context (FY2024)
| Metric | Value |
|---|---|
| Net Income | $285.9M (+15% y/y) |
| Core FFO per diluted share growth | 6.8% |
| Consolidated NOI | $711.8M (+17% y/y) |
| Net Debt / Enterprise Value | 26.5% as of 12/31/24 |