Modiv Industrial (MDV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 11, 2024, to elect five directors, ratify the auditor, approve executive compensation, and adopt a new incentive plan.

• Proxy materials distributed electronically and by mail; 9,418,626 shares eligible to vote as of September 17, 2024.

• Board recommends voting FOR all proposals, including director nominees, auditor ratification, say-on-pay, and the 2024 Omnibus Incentive Plan.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Grant Thornton as auditor, advisory vote on executive compensation, and approval of the 2024 Omnibus Incentive Plan.

• Board unanimously recommends FOR all proposals.

• Shareholders may submit proposals for the 2025 meeting by May 26, 2025, and must comply with advance notice and universal proxy rules.

Board of directors and corporate governance

• Board consists of five directors: one executive and four independent members.

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

• Board leadership includes an independent Chairman; CEO leads management.

• Board and committees met regularly in 2023, with all directors attending at least 75% of meetings.

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