Modiv Industrial (MDV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 23, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and a reverse stock split amendment.

• Proxy materials and annual report are available online, and shareholders are encouraged to vote via internet, phone, or mail.

• Record date for voting is April 24, 2025, with 10,108,147 shares of common stock outstanding and entitled to vote.

Voting matters and shareholder proposals

• Election of five director nominees to serve until the 2026 annual meeting.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for 2025.

• Advisory (non-binding) vote on executive compensation for 2024 (say-on-pay).

• Approval of a reverse stock split of Class C common stock at a ratio between 1-for-500 and 1-for-1,500, with the exact ratio and timing at the Board's discretion before December 31, 2026.

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent; all are nominated for re-election.

• Three standing committees: audit, compensation, and nominating/corporate governance, all composed entirely of independent directors.

• Chairman is an independent director; CEO leads management.

• Board and committees met regularly in 2024, with high attendance.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and comply with NYSE standards.