Modiv Industrial (MDV) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 23, 2025, to elect five directors, ratify the auditor, approve executive compensation, and consider a reverse stock split proposal.

• The Board recommends voting for all director nominees, auditor ratification, the say-on-pay proposal, and the reverse stock split.

• The reverse stock split aims to reduce administrative costs, increase liquidity, and may be followed by a forward split if deemed beneficial.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton as auditor, approving executive compensation (say-on-pay), and authorizing a reverse stock split at a ratio between 1-for-500 and 1-for-1,500.

• The Board unanimously recommends voting for all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 31, 2025, and may nominate directors per bylaw procedures.

Board of directors and corporate governance

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

• Three standing committees (audit, compensation, nominating/governance) are composed entirely of independent directors.

• The Board is led by an independent Chairman, and all directors attended at least 75% of meetings in 2024.

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