DEF: Ladder Capital Corp Seeks Stockholder Approval for Director Elections and Accounting Firm Ratification

Ladder Capital Corp is holding its annual meeting on June 5, 2025, to elect directors and ratify the appointment of Ernst & Young LLP as its independent accounting firm.

Summary

• Ladder Capital Corp is soliciting proxies for its Annual Meeting of Stockholders to be held virtually on June 5, 2025.
• The meeting will address the election of Alan H. Fishman, Pamela McCormack, and David Weiner as directors, each for a three-year term expiring in 2028.
• Stockholders will also vote to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of the accounting firm appointment.
• The record date for determining stockholders eligible to vote is April 9, 2025.
• The company encourages stockholders to access proxy materials online to reduce environmental impact and costs.
• The Board believes that a seven-person board is appropriate for a company with just 54 employees as of December 31, 2024.
• As of December 31, 2024, members of our Board collectively owned 10.9% of Ladders Class A common stock, which would effectively make our Board the Company's largest stockholder.
• Collectively, their personal investments amounted to $67.5 million: Mr. Harris invested $25 million; Mr. Durst (through family investment vehicles) invested $35 million; and Mr. Fishman invested $7.5 million.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting strong performance metrics and strategic positioning, but acknowledges some negative feedback from stockholders regarding executive compensation.

Positives

• The Board is highly invested in the company with significant stock ownership.
• The company is committed to strong corporate governance.
• The company has a robust year-round stockholder engagement process.
• The company has a dedicated internal management team that prioritizes our stockholders interests.
• The company has a formulaic and consistent approach to compensation.
• The company has a performance-based compensation with no minimum payment guarantees.

Negatives

• The 2024 Say-on-Pay vote received only 38.9% support.
• The 2024 Say-on-Frequency vote did not receive majority support for a triennial frequency.

Risks

• The document mentions the evolving dynamics of the commercial real estate market.
• The document mentions the unprecedented disruptions of the COVID-19 pandemic.

Future Outlook

The company is well-positioned for origination growth with robust liquidity and accelerating origination velocity.

Management Comments

• Alan H. Fishman: 'Thank you for your continued support.'
• The Board believes that Mr. Fishman, who owns approximately one percent (1%) of Ladders Class A common stock, is aligned with his fellow stockholders and has the in-depth knowledge of the issues, challenges and opportunities facing Ladder to assure that the Boards time and attention are focused on what it views as the most critical matters.

Industry Context

Ladder Capital Corp is a leading middle market-focused commercial real estate finance REIT.

Comparison to Industry Standards

• Ladder's one and three-year total shareholder return meaningfully exceeded those of its Business Comparables.
• Ladder delivered an after-tax distributable ROAE of 9.9% for the full year, reflecting strong performance among our Closest Business Comparables.
• Ladder outperformed its Closest Business Comparables in book value stability, with a ~2% increase in book value per share over two years, compared to a 16% average decline among those peers.
• Ladder maintained the lowest cost of funds among its Closest Business Comparables.

Related Party Transactions

• McDermott Will & Emery LLP (MWE), a law firm where Mr. Steiner is a partner, provides legal services to the Company.

Stakeholder Impact

• The company's performance and governance decisions impact shareholders, employees, and other stakeholders.
• The company is committed to aligning executive compensation with shareholder interests.

Next Steps

• Stockholders are encouraged to vote on the proposals.
• The company will announce preliminary voting results at the Annual Meeting and publish final results on a Current Report on Form 8-K.

Key Dates

Keywords

proxy statement, annual meeting, directors, election, ratification, Ernst & Young, stockholders, corporate governance, executive compensation, Ladder Capital Corp