DEF 14A of Ready Capital Corp, Jun 14, 2024

DEF 14A of Ready Capital Corp

Filed Jun 14, 2024 · FY20230001558370-24-009200

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our current board of directors is comprised of twelve members. Our bylaws (“Bylaws”) provide that a majority of the entire board of directors may at any time increase or decrease the number of directors. However, the number of directors may never be less than the minimum number required by the Maryland General Corporation Law (“MGCL”) nor more than 15, unless our Bylaws are amended. The board of directors has approved a resolution to reduce its size to seven members immediately following the annual meeting, therefore our board of directors has nominated seven nominees for election at the Annual Meeting. Our board of directors has determined that five of the seven director nominees are independent pursuant to the listing standards for independence of the NYSE. In accordance with our charter and our Bylaws, directors are elected annually, and each director holds office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal. Our board of directors is responsible for overseeing our affairs. Our board of directors may conduct its business through meetings and actions taken by written consent in lieu of meetings. Our board of directors has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our board of directors carries out its responsibilities (the “Guidelines”) and the Guidelines encourage and promote the attendance by each director at all scheduled meetings of our board of directors and all meetings of our stockholders.

  2. Our Board of Directors

    | 97% Board Attendance | 6 Years Nominees Median Tenure | 29% Nominees Diverse by Race or Gender | | 14 Total Board Meetings | KEY STATISTICS ON BOARD OF DIRECTORS | 86% Nominees With REIT/Real Estate Experience | | 9 Director Sessions | 71% Independent Nominees | 59 Nominees Average Age |

  3. Our Board of Directors

    The Nominating and Corporate Governance Committee of our board of directors (the “Nominating and Corporate Governance Committee”) and the board of directors evaluates a number of criteria, qualifications and attributes when selecting a candidate to serve as a director. These include a candidate’s relevant experience, skill, diversity (including diversity in gender, race, ethnicity, and age, as well as fields of expertise, industry experience, and geographic location), integrity and independence. We seek to have a board of directors representing diverse backgrounds and varied work and life experiences that provide a range of insights into the financial, governance or legal matters that are

  4. Our Board of Directors

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  5. Our Board of Directors

    relevant to our business and to our status as a publicly owned company. We believe that, as a group, the nominees bring a diverse range of perspectives that contribute to the effectiveness of our board of directors as a whole and the oversight that our board of directors provides to our management team. The procedures and considerations of the Nominating and Corporate Governance Committee in recommending qualified director candidates are described below under “Corporate Governance—Identification of Director Candidates” in this Proxy Statement. The Nominating and Corporate Governance Committee and our board of directors concluded that each of the seven director nominees below should be nominated for election based on the qualifications and experience described in the biographical information below under “Information Regarding the Nominees for Election as Directors.”

  6. Our Board of Directors

    | | DIVERSITY, SKILLS, AND EXPERIENCES | | | | | | | DIVERSE BY RACE/GENDER | CORPORATE GOVERNANCE | REIT/REAL ESTATE | FINANCIAL/ ACCOUNTING | RISK MANAGEMENT | | THOMAS E. CAPASSE | | | | | | | JACK J. ROSS | | | | | | | MEREDITH MARSHALL | | | | | | | DOMINIQUE MIELLE | | | | | | | GILBERT E. NATHAN | | | | | | | J. MITCHELL REESE | | | | | | | TODD M. SINAI | | | | | |

  7. Our Board of Directors

    A plurality of all the votes cast on the proposal at the Annual Meeting duly called and at which a quorum is present is necessary to elect a director. Proxies solicited by our board of directors will be voted FOR Messrs. Capasse, Ross, Marshall, Nathan, Reese and Sinai and Ms. Mielle as directors, unless otherwise instructed. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. In accordance with our charter and Bylaws, any vacancies occurring on our board of directors, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of our board of directors, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies. There is no familial relationship among any of the director nominees, members of our board of directors or executive officers. See “Corporate Governance—Director Independence.”

  8. Our Board of Directors

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  9. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    Information Regarding THE NOMINEES FOR ELECTION AS Directors

  10. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | THOMAS E. CAPASSE Chairman and CEO Age: 67 Director Since: 2016 Committees: None | EXPERIENCE ● Mr. Capasse has served as the Chairman of our board of directors and our Chief Executive Officer since October 2016. ● Mr. Capasse has also served as our Chief Investment Officer since November 2022, and is a Manager and co-founder of Waterfall Asset Management, LLC (our “Manager”). Prior to founding Waterfall, Mr. Capasse managed the principal finance groups at Greenwich Capital from 1995 until 1997, Nomura Securities from 1997 until 2001, and Macquarie Securities from 2001 until 2004. ● Mr. Capasse has significant and long-standing experience in the securitization market as a founding member of Merrill Lynch’s ABS Group (1983–1994) with a focus on mortgage-backed securities (“MBS”) transactions (including the initial Subprime Mortgage and Manufactured Housing ABS) and experience in many other ABS sectors. ● Mr. Capasse began his career as a fixed income analyst at Dean Witter and Bank of Boston. EDUCATION ● Mr. Capasse received a Bachelor of Arts degree in Economics from Bowdoin College. QUALIFICATIONS Mr. Capasse is well qualified to serve as a director due to his institutional knowledge with respect to our Company and as a co-founder of our Manager. |

  11. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | JACK J. ROSS President Age: 67 Director Since: 2016 Committees: None | EXPERIENCE ● Mr. Ross has served as our President and as a member of our board of directors since October 2016. Mr. Ross is a Manager and co-founder of our Manager. ● Mr. Ross also serves as Vice Chairman of the board of directors of Feinstein Institutes for Medical Research, a not-for-profit organization. ● Prior to founding our Manager in January 2005, Mr. Ross was the founder of Licent Capital, a specialty broker/dealer for intellectual property securitization. ● From 1987 until 1999, Mr. Ross was employed by Merrill Lynch where he managed the real estate finance and ABS groups. ● Mr. Ross began his career at Drexel Burnham Lambert where he worked on several of the early ABS transactions and at Laventhol & Horwath where he served as a senior auditor. EDUCATION ● Mr. Ross received a Master of Business Administration degree in Finance with distinction from the University of Pennsylvania’s Wharton School of Business and a Bachelor of Science degree in Accounting, cum laude, from the State University of New York at Buffalo. QUALIFICATIONS Mr. Ross is well qualified to serve as a director due to his significant experience in the securitization market and as a co-founder of our Manager. |

  12. Information Regarding THE NOMINEES FOR ELECTION AS Directors

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  13. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | MEREDITH MARSHALL Independent Director Age: 58 Director Since: 2022 Committees: None | EXPERIENCE ● Mr. Marshall is one of our independent directors and has served as a member of our board of directors since December 2022. ● Mr. Marshall is the co-founder and Managing Partner of BRP Companies (“BRP”), a vertically integrated owner, operator, developer and manager of transit-oriented, mixed-use, multifamily properties in the New York Tri-State area. Mr. Marshall is responsible for executing BRP’s investment strategy, including deal origination, acquisition, finance and development. ● Prior to co-founding BRP, Mr. Marshall was a Managing Director at Musa Capital Advisors (“Musa Capital”), an emerging markets private equity and financial advisory firm based in New York City that managed a separate account for Kingdom Holding Africa, HRH’s Prince Alwaleed Bin Talal’s investment vehicle for Sub-Saharan Africa. At Musa Capital, Mr. Marshall was instrumental in executing cross-border transactions, including the $37 million development of a mixed-use office complex and mall in Harare, Zimbabwe. ● Mr. Marshall also led successful investments in the telecommunications and financial services sectors. Prior to Musa Capital, Mr. Marshall was a senior associate at Wasserstein Perella & Co. (“Wasserstein”), an investment banking firm based in New York City. While at Wasserstein, Mr. Marshall was an integral member of the firm’s telecommunications and media, mergers and acquisitions practice, where he assisted in transactions exceeding $15 billion. ● Mr. Marshall is a founding member of the Council of Urban Professionals and a member of the Executive Board of the New York State Affordable Housing Association. Mr. Marshall also proudly serves on the Real Estate Board of New York Board of Governors, Enterprise NYC Advisory Board and Citizens Housing and Planning Council Board. EDUCATION ● Mr. Marshall holds a Bachelor of Science degree in Electrical Engineering from Boston University and a Master of Business Administration degree in Finance and International Business from Columbia Business School. QUALIFICATIONS We believe that Mr. Marshall is well qualified to serve as a director due to his extensive experience in real estate finance and affordable housing. |

  14. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | DOMINIQUE MIELLE Independent Director Age: 55 Director Since: 2021 Committees: ● Compensation Committee Member ● Nominating and Corporate Governance Committee Member | EXPERIENCE ● Ms. Mielle is one of our independent directors and has served on our board of directors since March 2021, following the completion of our merger transaction with Anworth Mortgage Asset Corporation (“Anworth”), Ms. Mielle served on the board of directors of Anworth prior to the merger transaction. ● Ms. Mielle was a Partner at Canyon Capital Advisors, LLC (“Canyon”) from August 1998 to December 2017, where she focused on the transportation, technology, retail and consumer products sectors, specialized in corporate and municipal bond securitizations, and was responsible for all aspects of Canyon’s collateralized loan obligations business. ● Prior to joining Canyon, in 1996, Ms. Mielle worked at Libra Investments, Inc. as an associate in the corporate finance department, covering middle market companies. ● Prior to Libra Investments, from 1993 to 1995, Ms. Mielle worked at Lehman Brothers as an analyst in the Financial Institutions group, focusing on mergers and acquisitions. EDUCATION ● Ms. Mielle holds a Master of Business Administration degree in Finance from Stanford University and a Master in Management degree from École des Hautes Études Commerciales in France (HEC Paris). She was named one of the “Top 50 Women in Hedge Funds” by Ernst & Young in 2017. QUALIFICATIONS We believe that Ms. Mielle is well qualified to serve as a director due to her extensive experience investing in fixed income and leading capital structure optimizations and restructurings. |

  15. Information Regarding THE NOMINEES FOR ELECTION AS Directors

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  16. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | GILBERT NATHAN Independent Director Age: 44 Director Since: 2019 Committees: ● Audit Committee Member ● Nominating and Corporate Governance Committee Member | EXPERIENCE ● Mr. Nathan is one of our independent directors and has served on our board of directors since March 2019, following the completion of our merger transaction with Owens Realty Mortgage, Inc. (“ORM”) and served on the board of directors of ORM from August 2018 through the completion of the merger transaction. ● He has served as the Managing Member and a Director of Jackson Square Advisors LLC, a financial advisory and services firm, since September 2015. ● He has served as a Director for Alto Ingredients, Inc (Nasdaq: ALTO) since November 2019 and Magnachip Semiconductor Corporation (NYSE: MX) since May 2023. ● Mr. Nathan is currently the Plan Administrator for Mission Coal Wind Down Co. LLC and the Chief Executive Officer of Cloud Peak Energy. ● From June 2018 to December 2021, Mr. Nathan served as a board member of Hercules Offshore Liquidating Trust for Hercules Offshore, Inc. ● He also served as the liquidating trustee of BPZ Liquidating Trust for BPZ Resources, Inc. from November 2015 to May 2017. ● From November 2015 to July 2017, he served as a Director of Emergent Capital, Inc. (NYSE: EMG), a specialty finance company. ● From July 2013 to August 2015, Mr. Nathan was a senior analyst with Candlewood Investment Group, an investment firm, and prior to that, he was a Principal with Restoration Capital Management from 2002 to 2012. EDUCATION ● Mr. Nathan earned a Bachelor of Science degree in Management from Tulane University. QUALIFICATIONS We believe that Mr. Nathan is well qualified to serve as a director due to his industry technical expertise and knowledge of financial markets. |

  17. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | J. MITCHELL REESE Independent Director Age: 64 Director Since: 2016 Committees: ● Audit Committee Member ● Nominating and Corporate Governance Committee Chair | EXPERIENCE ● Mr. Reese is one of our independent directors and has served as a member of our board of directors since October 2016. ● From November 2013 to October 2016 Mr. Reese served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Mr. Reese became a member of our board of directors. ● He has been the Managing Member of Cintra Capital LLC since June 2001. Prior to founding Cintra, he was a Managing Director of The Carlyle Group, a private equity firm that manages over $220 billion, where he headed the firm’s U.S. venture capital fund. ● Mr. Reese has served as a Director of The Maids International, a privately held franchisor of cleaning services, since July 2021. ● Previously, Mr. Reese was a Managing Director of Morgan Keegan & Company, where he served on the board of directors and was head of the Mergers and Acquisitions Group, co-head of Investment Banking, and President of the firm’s Merchant Banking subsidiary. ● He served as a Director of Oxford Finance Corporation, a privately-held specialty finance company, from 2002 to 2004 and as a Director of Local Vine, LLC, a privately-held retailer, from March 2019 to August 2019. EDUCATION ● Mr. Reese graduated cum laude with a Bachelor of Arts degree from Harvard College and received a Master of Business Administration degree from Harvard Business School. QUALIFICATIONS We believe that Mr. Reese is well qualified to serve as a director due to his extensive experience in the financial services industry, business leadership and knowledge of financial markets. |

  18. Information Regarding THE NOMINEES FOR ELECTION AS Directors

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  19. Information Regarding THE NOMINEES FOR ELECTION AS Directors

    | TODD M. SINAI Independent Director Age: 54 Director Since: 2016 Committees: ● Compensation Committee Chair ● Nominating and Corporate Governance Committee Member | EXPERIENCE ● Dr. Sinai is one of our independent directors and has served as a member of our board of directors since October 2016. ● From November 2013 to October 2016 Dr. Sinai served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Dr. Sinai became a member of our board of directors. ● He is the David B. Ford Professor, Professor of Real Estate and Business Economics and Public Policy at The University of Pennsylvania—The Wharton School, where he has been a member of the faculty since 1997 and the Chairperson of the Real Estate Department since 2019. ● Dr. Sinai has particular expertise in commercial real estate and real estate investment trusts, real estate and public economics, risk and pricing in real estate markets, taxation of real estate and capital gains. EDUCATION ● Dr. Sinai received a Ph.D. in Economics from the Massachusetts Institute of Technology and a Bachelor of Arts degree in Economics and Mathematics from Yale University. QUALIFICATIONS We believe that Dr. Sinai is well qualified to serve as a director due to his industry technical expertise and knowledge of financial markets. |

  20. Information Regarding THE NOMINEES FOR ELECTION AS Directors

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  21. Information Regarding Directors NOT STANDING FOR RE-ELECTION

    Information Regarding Directors NOT STANDING FOR RE-ELECTION

  22. FRANK P. FILIPPS

    FRANK P. FILIPPS Mr. Filipps, age 76, is one of our independent directors and has served as a member of our board of directors since October 2016. From November 2013 to October 2016 Mr. Filipps served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Mr. Filipps became a member of our board of directors. He has served since 1995 as a Director and Chairman of the Audit Committee of Impac Mortgage Holdings, Inc. (NYSE: IMH) and has served since February 2013 as a Director of Orchid Island Capital Corp (NYSE: ORC). From March 2002 to December 2014, Mr. Filipps was a Director of Primus Guaranty Limited (NYSE: PRS) and from 2010 to December 2014 he was a Director, member of the Audit Committee and Chairman of the Compensation Committee of Fortegra Financial (NYSE: FRF). From April 2005 to July 2008, Mr. Filipps was Chairman and Chief Executive Officer of Clayton Holdings, Inc. From 1995 to 2005, Mr. Filipps was Chairman, Chief Executive Officer and a Director of Radian Group Inc. Mr. Filipps began his career at Radian in 1992 as Senior Vice President and Chief Financial Officer. In 1994, he was promoted to Executive Vice President and Chief Operating Officer and in 1995 he was named President, Chief Executive Officer and Director. From 1975 to 1992, Mr. Filipps was at American International Group where he served in a number of executive, financial and investment management positions. Mr. Filipps holds a Master of Business Administration degree in corporate finance and international business from the Stern School of Business at New York University and a Bachelor of Arts degree in Economics from Rutgers University in 1969.

  23. DANIEL J. HIRSCH

    DANIEL J. HIRSCH Mr. Hirsch, age 50, is one of our independent directors and has served on our board of directors since May 2023 following the completion of our merger transaction with Broadmark Realty Capital Inc. (“Broadmark”) and served on the board of directors of Broadmark from November 2019 until the merger transaction. Mr. Hirsch has served on the board of Nuburu, Inc. (NASDAQAMERICAN: BURU) since February 2023. Mr. Hirsch was the Chief Financial Officer and Corporate Secretary and a member of the board of directors of Anzu Special Acquisition Corp I (NASDAQ: ANZU) from October 2022 through September 2023 and has been a consultant to Executive in Residence with Anzu Partners LLC since August 2022. Mr. Hirsch has served on the board of The Macerich Company (NYSE: MAC), a real estate investment trust, since 2018 and is currently a member of the Compensation Committee and Chair of the Nominating and Governance Committee. Mr. Hirsch was a Principal of Cascade Acquisition Holdings, LLC, the sponsor of a special purpose acquisition company, Cascade Acquisition Corp. (NYSE: CAS), formed in November 2020, and served as its Chief Operating Officer and Chief Financial Officer through May 2022. Mr. Hirsch served as a consultant to Trinity Real Estate Investments, LLC (“Trinity”) from January 2019 through November 2019 in connection with Trinity’s sponsorship of a special purpose acquisition company, Trinity Merger Corp, which completed its initial business combination in November 2019 with Broadmark. Mr. Hirsch served as a consultant to Farallon Capital Management, L.L.C. (“Farallon”), an investment firm that manages capital on behalf of institutions and individuals, for which he served as a board designee with respect to Farallon’s investment in Playa Hotels & Resorts N.V. (NASDAQ: PLYA), from January 2017 to March 31, 2020. During his tenure as a Director at Playa Hotels & Resorts N.V., Mr. Hirsch served as the Chair of the Compensation Committee, and a member of the Nominating and Governance Committee and Capital Allocation Committee. Previously, from November 2003 to December 2016, Mr. Hirsch held several senior positions at Farallon, including Managing Member of the Real Estate Group from 2009 to December 2016, Managing Director from 2007 to 2008 and Legal Counsel from 2003 to 2006. Prior to joining Farallon, Mr. Hirsch worked as an associate in the San Francisco office of the law firm Covington & Burling LLP, from 2001 to 2003. Mr.

  24. DANIEL J. HIRSCH

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  25. DANIEL J. HIRSCH

    Hirsch graduated from Yale Law School with a J.D. and earned a Bachelor of Arts degree, summa cum laude, in Law, Jurisprudence and Social Thought from Amherst College.

  26. KEVIN M. LUEBBERS

    KEVIN M. LUEBBERS Mr. Luebbers, age 57, is one of our independent directors and has served on our board of directors since May 2023 following the completion of our merger transaction with Broadmark and served on the board of directors of Broadmark from November 2019 until the merger transaction. Mr. Luebbers served as the Interim President of Broadmark from November 2022 until the merger transaction. Mr. Luebbers served as a consultant to Trinity from October 2019 through November 2019. Mr. Luebbers served as a board member and Audit Committee Chairman of Ambassadors International, Inc., previously a publicly traded cruise, marina and travel and event company, from 2005 to 2008. Mr. Luebbers co-founded and has served as Managing Partner of VIC Partners, LLC, an investment partnership focused on acquiring and repositioning hotel properties, since 2004. Prior to that, he was Executive Vice President and Chief Financial Officer at RFS Hotel Investors, Inc., previously a publicly traded real estate investment trust from 2000 to 2003, where he was responsible for the company’s capital markets and treasury functions. Prior to that, Mr. Luebbers served as Senior Vice President of planning and investment analysis at Hilton Hotels Corporation from 1996 to 2000. Mr. Luebbers received a Bachelor of Science degree from Cornell University and a Master of Business Administration degree from the University of California at Berkeley.

  27. PINKIE D. MAYFIELD

    PINKIE D. MAYFIELD Ms. Mayfield, age 56, is one of our independent directors and has served on our board of directors since May 2023 following the completion of our merger transaction with Broadmark and served on the board of directors of Broadmark from November 2019 until the merger transaction. Ms. Mayfield is the Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company (formerly The Washington Post Company) where she is a key member of the executive team responsible for investor relations, corporate affairs, public relations, communications, strategic initiatives and advising the chairman on matters of special interest. A seasoned finance executive rooted in investment management, Ms. Mayfield previously served as the Vice President of Corporate Solutions, responsible for leadership and management of the largest procurement contracts across the enterprise. Ms. Mayfield joined the Post in 1998 as the Corporate Cash Manager to launch the Company's first public debt offering, and subsequently crafted the short- and long-term debt infrastructure. She became the Assistant Treasurer in 1999, managing the cash and investment elements of Treasury. Prior to joining Graham Holdings, Ms. Mayfield was an Assistant Vice President and Trust Officer at NationsBank (now Bank of America) in the Investment Services Division where she was an advisor to corporations, unions, pension funds, foundations and endowments. She began her career at Prudential-Bache Securities. Ms. Mayfield is a board member of DXC Technologies (NYSE: DXC) and Chair of the Audit Committee at Founders Bank. She has also previously served as a Director of several private companies. Ms. Mayfield graduated magna cum laude with a Bachelor of Arts degree in business administration from Trinity Washington University and earned a Master of Business Administration degree from the University of Maryland University College.

  28. ANDREA PETRO

    ANDREA PETRO Ms. Petro, age 71, is one of our independent directors and has served as a member of our board of directors since July 2020. From March 2020 through February 2023, Ms. Petro was engaged by our Manager as a consultant providing advice in the commercial finance and consumer finance sectors, as well as support for Ready Capital marketing initiatives and Small Business Administration (“SBA”) business development. She served as Managing Director and Group Head of the Specialty Commercial Finance Group of our Manager from June 2018 until February

  29. ANDREA PETRO

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  30. ANDREA PETRO

    2020. Ms. Petro previously worked at Wells Fargo Capital Finance from 2000 to 2017 as the Executive Vice President and Group Head of the Lender Finance Division and the Supply Chain Finance Division. From 1992 to 2000, Ms. Petro was at Transamerica Business Credit where she served as the Senior Vice President and National Marketing Manager. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs School of Business at The University of Texas. Previously she served as a member of the board of the Secured Finance Network (formerly known as the Commercial Finance Association (“CFA”)) from 2003 to 2022 and as President of the CFA from 2016 through 2017. She was also a member of the board of the Secured Finance Network Education Foundation from 2016 through 2020. Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of Texas and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University.

  31. Compensation of Independent Directors

    Compensation of Independent Directors We pay compensation for service as a director only to those directors who are independent under the NYSE listing standards. During the year ended December 31, 2023, each independent director received an annual cash director's fee of $95,000 and an annual equity award of $115,000 in value of restricted Common Stock, prorated for time served as an independent director. In addition, the chair of the Audit Committee received an annual cash retainer of $25,000 and Audit Committee members serving in a non-chairman role received an additional cash retainer of $12,500. The chair of the Compensation Committee received an additional cash retainer of $20,000 and Compensation Committee members serving in a non-chairman role received an additional cash retainer of $10,000. The chair of the Nominating and Corporate Governance Committee received an additional cash retainer of $15,000 and Nominating and Corporate Governance Committee members serving in a non-chairman role received an additional cash retainer of $7,500. We reimbursed all members of our board of directors for their travel expenses incurred in connection with their attendance at full meetings of our board of directors and its committees. Our independent directors are also generally eligible to receive restricted stock units (“RSUs”), restricted Common Stock, and other equity-based equity awards under the Equity Incentive Plans.

  32. 2023 Director Compensation

    2023 Director Compensation The following table summarizes the 2023 annual compensation received by our independent directors.

  33. 2023 Director Compensation

    | | Fees Earned or | | | | | | Paid in | | | | | Name | Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | | Frank P. Filipps | 130,000 | 115,000 | | 245,000 | | Daniel J. Hirsch(3) | 55,417 | 67,086 | | 122,503 | | Kevin M. Luebbers(3) | 55,417 | 67,086 | | 122,503 | | Meredith Marshall | 95,000 | 115,000 | | 210,000 | | Pinkie D. Mayfield(3) | 55,417 | 67,086 | | 122,503 | | Dominique Mielle | 112,500 | 115,000 | | 227,500 | | Gilbert E. Nathan | 115,000 | 115,000 | | 230,000 | | Andrea Petro(4) | 23,750 | 28,753 | | 52,503 | | J. Mitchell Reese | 122,500 | 115,000 | | 237,500 | | Todd M. Sinai | 122,500 | 115,000 | | 237,500 |

  34. 2023 Director Compensation

    | (1) Annual board fees, chair and committee service fees paid to independent directors in 2023. |

  35. 2023 Director Compensation

    | (2) The aggregate grant date fair value of awards granted in 2023 based on the stock price on the grant date and calculated under FASB ASC Topic 718 based on the value of the underlying shares on the grant date. The shares of restricted Common Stock vest in equal quarterly installments over a one-year period. Dividends are to be paid on unvested shares of restricted Common Stock at the same rate and at the same time as dividends on the Company’s Common Stock. |

  36. 2023 Director Compensation

    | (3) Messrs. Hirsch and Luebbers and Ms. Mayfield were appointed to our board of directors effective May 31, 2023. |

  37. 2023 Director Compensation

    | (4) Ms. Petro was deemed an independent director under the NYSE listing standards effective October 1, 2023. |

  38. 2023 Director Compensation

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  39. 2023 Director Compensation

    Ready Capital is a multi-strategy real estate finance company that originates, acquires, finances and services lower-to-middle-market investor and owner occupied commercial real estate loans. The company lends up to $100 million on multifamily and commercial real estate, delivering value-add bridge loans and fixed rate financings for stabilized assets. Ready Capital is an approved Freddie Mac Small Balance Loan (“SBL”) lender as well a top 5 Small Business Administration Preferred Lender. Formed in 2011, Ready Capital is a publicly traded mortgage REIT (NYSE: RC), and is externally managed by Waterfall Asset Management, LLC., a NY-based SEC registered investment advisor with $12.6 billion in assets under management as of December 31, 2023.

  40. 2023 Director Compensation

    | RC NYSE Ticker | | | | | | | | | $351.2M Net Income from continuing operations | | 17.2% ROE from continuing operations | $2.2B Investment Portfolio Originations | | | | | 2023 COMPANY PERFORMANCE | | | | 350+ Employees | 7 Offices | | | | | | | | $14.10 BVPS | | 0.8X Recourse Leverage Ratio | 13.5% Dividend Yield | | $2.6BN Capitalization | 5,400+ Loan Count | | | | |

  41. Executive Compensation Strategy

    determine the amount of awards that will actually be earned by the executive officer. Our long-term equity compensation program includes the following features: Allocation of Awards: Year-end equity-based awards are allocated 50% to time-based equity awards that vest based on continued employment or service over a three-year vesting period and 50% to performance-based equity awards that remain at risk and are subject to forfeiture subject to the achievement of pre-established metrics over a three-year performance period. Performance-Based Vesting Criteria: Metrics for performance-based equity awards are tied solely to Company performance, which metrics have historically included distributable ROE capital and TSR relative to an executive compensation peer group, each measured over a cumulative three-year period. Payout Opportunities: The performance-based equity awards incorporate three levels of opportunity –threshold, target and maximum – which determine the amount of the performance-based equity awards that will be earned. Long-term Equity Awards Peer Group. The executive compensation peer group (the “peer group”) used to evaluate and determine total compensation for Messrs. Ahlborn, Taylor and Zausmer is set forth below. Each component company is an internally managed company with an emphasis on mortgage financing and fits within the size parameters approved by the Compensation Committee (market capitalization and total enterprise value of 0.3x to 5.2x of the Company’s market capitalization and total enterprise value).

  42. ANNUAL Cash Incentive Program

    ANNUAL Cash Incentive Program Consistent with the Compensation Committee’s focus on incentive compensation that aligns executive compensation with our overall performance, the Compensation Committee recommended and our board of directors and our Manager approved the framework for the annual cash incentive bonus plan for 2023, which provides for a formulaic approach to aligning executive compensation with objective performance criteria, both for the individual executive officers and for the Company as a whole. The annual cash incentive bonus plan for 2023 includes the following performance criteria for evaluation of the Company’s performance and the performance of Messrs. Ahlborn, Taylor and Zausmer, whose salaries we reimburse to our Manager under the Management Agreement:

  43. ANNUAL Cash Incentive Program

    | | 2023 Annual Cash Bonus Metric Weightings | | | | | | | | | | | | | | Segment Distributable | | | | Distributable | | Platform | Portfolio | Enterprise | Net Income | | | Name | ROE(1) | Relative TSR(2) | Growth(3) | Losses(4) | Growth(5) | Contribution(6) | Individual(7) | | Andrew Ahlborn | 40% | 10% | — | — | 20% | — | 30% | | Gary Taylor | 40% | 10% | 5% | — | — | 15% | 30% | | Adam Zausmer | 40% | 10% | 10% | 10% | — | — | 30% |

  44. ANNUAL Cash Incentive Program

    | (1) Distributable ROE is calculated as the amount of 2023 distributable earnings returned as a percentage of average stockholders’ equity. For purposes of the annual cash bonus plan, the Company defines distributable earnings as net income adjusted for unrealized gains and losses related to certain MBS not retained by the Company as part of its loan origination business, realized gains and losses on sales of certain MBS, unrealized gains and losses related to residential mortgage servicing rights (“MSRs") from discontinued operations, unrealized changes in the current expected credit loss reserve and valuation allowances, unrealized gains and losses on de-designated cash flow hedges, unrealized gains and losses on foreign exchange hedges, unrealized gains and losses on certain unconsolidated joint ventures, non-cash compensation expense related to stock-based incentive plans, and one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain purchase gains, or merger related expenses. We selected Distributable ROE because we believe it is the most relevant metric for determining ongoing profitability period over period. |

  45. ANNUAL Cash Incentive Program

    | (2) Ready Capital’s TSR relative to the TSR of the following companies: Acres Commercial Realty Corp., Apollo Commercial Real Estate Finance, Inc., Arbor Realty Trust, Inc., Ares Commercial Real Estate Corporation, Blackstone Mortgage Trust, Inc., BrightSpire Capital, Inc., Cherry Hill Mortgage Investment Corporation, Chimera Investment Corporation, Granite Point Mortgage Trust Inc., Invesco Mortgage Capital Inc., KKR Real Estate Finance Trust Inc., Ladder Capital Corp., MFA Financial, Inc., New York Mortgage Trust, Inc., PennyMac Mortgage Investment Trust, Redwood Trust, Inc., Starwood Property Trust, Inc., TPG Real Estate Finance Trust, Inc. and Two Harbors Investment Corp. We selected relative TSR because we believe it is the most comparative measure of stockholder return across the peer group. |

  46. ANNUAL Cash Incentive Program

    | (3) Includes both lower-to-middle market commercial real estate (“LMM”) origination and acquisition volumes and SBA origination volumes. We selected platform growth as a metric for Messrs. Taylor and Zausmer because we believe it measures the ongoing growth of the Company’s operations and measures activity levels across operating segments. |

  47. ANNUAL Cash Incentive Program

    | (4) Calculated as the percentage of principal losses over the average unpaid principal balance of the loan portfolio. We selected portfolio performance as a metric for Mr. Zausmer because we believe it is a measurement of the credit underwriting in the portfolio. |

  48. ANNUAL Cash Incentive Program

    | 28 | Ready Capital 2024 Proxy |

  49. ANNUAL Cash Incentive Program

    | (5) Calculated as the percentage increase in stockholders’ equity and corporate debt. We selected enterprise growth as a metric for Mr. Ahlborn because we believe it measures the Company’s growth which we deem critical to the ongoing success of the Company. |

  50. ANNUAL Cash Incentive Program

    | (6) Calculated as the distributable earnings attributable to the Small Business Lending segment. We selected segment distributable net income contribution as a metric for Mr. Taylor because we believe it is the most relevant metric for determining the success of this operating segment. |

  51. ANNUAL Cash Incentive Program

    | (7) The individual component of the annual cash bonus allows for an evaluation of the individual contributions of each of Messrs. Ahlborn, Taylor and Zausmer. Mr. Ahlborn’s individual goals were corporate and finance-focused, such as optimization of corporate debt and warehouse lines and liquidity management. Mr. Taylor’s individual goals were operations-focused, such as human resources management and operations infrastructure enhancement. Mr. Zausmer’s individual goals were CRE-focused, such as implementation of a dedicated sales leadership model and identification of new sourcing channels. |

  52. ANNUAL Cash Incentive Program

    | | 2023 Annual Cash Bonus Performance Targets | | | | | | | | Name | Distributable ROE | Relative TSR Percentile | Platform Growth – CRE* | Portfolio Growth – SBA* | Portfolio Losses (bps) | Enterprise Growth | Segment Distributable Net Income Contribution* | | Threshold | 6.0% | 25th | 2,000,000 | 337,500 | 60 | 10.0% | 15,000 | | Target | 8.0% | 55th | 3,000,000 | 450,000 | 45 | 20.0% | 20,000 | | Maximum | 10.0% | 75th | 4,000,000 | 562,500 | 30 | 30.0% | 25,000 | | Actual | 8.3% | 26.3rd | 3,134,352 | 503,477 | <10 | 50.4% | 26,787 |

  53. ANNUAL Cash Incentive Program

    | * Dollars in thousands |

  54. ANNUAL Cash Incentive Program

    Under the annual cash incentive bonus plan for 2023, each of Messrs. Ahlborn, Taylor and Zausmer had the opportunity to earn threshold (100% of base salary), target (200% of base salary) or maximum (333% of base salary) incentive cash bonus amounts based on the levels of achievement of the criteria described above. Whether any of the threshold, target or maximum bonus levels were attained was determined by the Compensation Committee based on achievement of the criteria described above, including the discretionary component, and the weighting of each criterion. Actual bonuses paid for 2023 are described below.

  55. ANNUAL Cash Incentive Program

    | | 2023 Annual Cash Bonus Opportunities and Payout | | | | | | Threshold ($) | Target ($) | Maximum ($) | Actual* | | Andrew Ahlborn | $450,000 | $900,000 | $1,498,500 | $1,025,000 | | Gary Taylor | $450,000 | $900,000 | $1,498,500 | $900,000 | | Adam Zausmer | $450,000 | $900,000 | $1,498,500 | $1,025,000 |

  56. ANNUAL Cash Incentive Program

    | * Each of Messrs. Ahlborn, Taylor and Zausmer earned 60%, 36% and 72%, respectively, of the discretionary component of the annual cash bonus plan. |

  57. ANNUAL Cash Incentive Program

    Actual Cash Compensation for 2023. During the year ended December 31, 2023, pursuant to the terms of the Management Agreement, we reimbursed our Manager for the cash compensation of Messrs. Ahlborn, Taylor and Zausmer were exclusively dedicated to our affairs. See above for a description of the Merger-Related Cash Bonuses that we paid directly to Messrs. Ahlborn, Taylor and Zausmer.

  58. ANNUAL Cash Incentive Program

    | ● | For the performance year ended December 31, 2023, the total amount of cash compensation (including annual base salary, annual bonus, merger-related bonuses and any related withholding taxes and employee benefits) paid by our Manager that was allocable to and reimbursed by us for Mr. Ahlborn, our Chief Financial |

  59. ANNUAL Cash Incentive Program

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  60. ANNUAL Cash Incentive Program

    | Officer, was $2,058,327, including $450,000 in base salary and an annual cash bonus of $1,025,000, which reflects a slightly less than maximum bonus payable under the bonus program discussed above based on actual performance results as set forth in the table above. The Compensation Committee and our Manager determined that Mr. Ahlborn’s annual base salary will be $450,000 for the year ended December 31, 2024, consistent with his 2023 base salary. |

  61. ANNUAL Cash Incentive Program

    | ● | For the performance year ended December 31, 2023, the total amount of cash compensation (including annual base salary, annual bonus, merger-related bonuses and any related withholding taxes and employee benefits) paid by our Manager that was allocable to and reimbursed by us for Mr. Taylor, our Chief Operating Officer, was $1,527,578, including $450,000 in base salary and a cash bonus of $900,000, which reflects a bonus payable in line with the target metric under the bonus program discussed above based on actual performance results as set forth in the table above. The Compensation Committee and our Manager determined that Mr. Taylor’s annual base salary will be $450,000 for the year ended December 31, 2024, consistent with his 2023 base salary. |

  62. ANNUAL Cash Incentive Program

    | ● | For the performance year ended December 31, 2023, the total amount of cash compensation (including annual base salary, annual bonus, merger-related bonuses and any related withholding taxes and employee benefits) paid by our Manager that was allocable to and reimbursed by us for Mr. Zausmer, our Chief Credit Officer, was $2,058,421, including $450,000 in base salary and a cash bonus of $1,025,000, which reflects a slightly less than maximum bonus payable under the bonus program discussed above based on actual performance results as set forth in the table above. The Compensation Committee and our Manager determined that Mr. Zausmer’s annual base salary will be $450,000 for the year ended December 31, 2024, consistent with his 2023 base salary. |

  63. ANNUAL Cash Incentive Program

    We do not pay or reimburse our Manager for any portion of the cash compensation that is paid by our Manager and its affiliates to Mr. Capasse, our Chief Executive Officer, or Mr. Ross, our President. While these individuals devote such portion of their time to our affairs as is necessary to enable our Company to effectively operate our business, they also provide management and other services to other entities that are managed or advised by our Manager and its affiliates. Messrs. Capasse and Ross, as non-reimbursed Named Executive Officers, receive compensation directly from our Manager and its affiliates in the form of salaries. The compensation paid by our Manager to Messrs. Capasse and Ross is derived in part from the management fee and incentive distribution we pay to the Manager and in part from various other revenue streams generated by our Manager and its affiliates in its ordinary course of operations as an asset manager. Messrs. Capasse and Ross are also equity holders in our Manager and its affiliates and, accordingly, have an interest in the profits and losses of our Manager and its affiliates from these entities' past, present and future investments and businesses. The profits and losses of our Manager and its affiliates vary each year and any allocations of such profits to the equity holders of our Manager and its affiliates, including Messrs. Capasse and Ross are independent of the services they may provide to our Manager in supporting our business. The Management Agreement does not require that any specified amount or percentage of the management fee or incentive distribution we pay to our Manager be allocated to our non-reimbursed Named Executive Officers. However, to put into context the compensation paid by our Manager to these Named Executive Officers in relation to the management fee and incentive distribution, our Manager estimates that the total compensation of Messrs. Capasse and Ross that was reasonably associated with their support of our Manager on behalf of our Company represented approximately 9% of the management fee paid and incentive distribution paid by us to our Manager in 2023. Of this amount, our Manager estimates that, approximately 33% was fixed (i.e., annual base salary).

  64. ANNUAL Cash Incentive Program

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  65. Equity COMPENSATION

    Equity COMPENSATION The Compensation Committee has granted and may, from time to time, grant equity-based awards designed to align the interests of our Manager and the personnel of our Manager and our Manager’s affiliates who support our Manager in providing services to us under the Management Agreement with those of our stockholders, by allowing our Manager and personnel of our Manager and our Manager’s affiliates to share in the creation of value for our stockholders through stock appreciation and dividends. These equity-based awards, when granted, will be generally subject to vesting requirements designed to promote retention and to achieve strong performance for us. These awards further provide flexibility to us to enable our Manager to attract, motivate and retain talented individuals. We have adopted the Equity Incentive Plans, which provides for the issuance of equity-based awards, including stock options, restricted shares of Common Stock, phantom shares, dividend equivalent rights, restricted limited partner profit interests (“LTIP units”) and other restricted limited partnership units issued by Ready Capital Corporation (or our Operating Partnership) and other equity-based awards. Our board of directors has delegated its administrative responsibilities under the Equity Incentive Plans to the Compensation Committee. In its capacity as plan administrator, the Compensation Committee has the authority to make awards to our Manager, our directors and officers and the employees and other personnel of our Manager and our Manager’s affiliates who support our Manager in providing services to us under the Management Agreement, and to determine what form the awards will take and the terms and conditions of the awards. Historically, we have not granted any awards under the Equity Incentive Plans to our Chief Executive Officer and Chief Investment Officer or our President as part of our compensation program. Rather, under the terms of the Management Agreement, we pay 50% of the incentive distribution to our Manager in shares of our Common Stock and such officers, as equity holders of our Manager, have an interest in the shares of Common Stock that we pay to our Manager in respect of the incentive distribution. As part of our equity compensation program, we have made certain grants of awards to other personnel of our Manager who provide services to us, including Messrs. Ahlborn, Taylor and Zausmer, as described below under “Equity Grants.” The Compensation Committee will, on an ongoing basis, continue to examine and assess our executive compensation practices relative to our compensation philosophy and objectives, as well as competitive market practices, and will make or recommend to our board of directors modifications to the compensation programs, as deemed appropriate. The Company engaged Farient as its independent compensation consultant to assist in evaluating our equity compensation program in respect of the performance year ended December 31, 2023, as well as our overall compensation program for 2024. Farient’s services to us have been limited to the compensation-related services described in this Proxy Statement. Farient provided an analysis of guiding principles, competitive market trends, peer group pay practices, compensation strategy and other compensation considerations.

  66. Equity Grants

    Equity Grants Equity Grants For the 2022 Performance Year (Granted in 2023) In February 2023, the Compensation Committee approved the grant of 480,586 shares of restricted Common Stock and RSUs (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the Prior Plan to certain of our employees and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including Messrs. Ahlborn, Taylor and Zausmer. In February 2023, our board of directors approved recommendations by the Compensation Committee with

  67. Equity Grants

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  68. Equity Grants

    respect to the long-term equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of performance for the year ended December 31, 2022, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the long-term equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2023 Performance Year.” Based upon these considerations, the Compensation Committee approved long-term equity awards as follows in respect of performance for the year ended December 31, 2022, subject to the forward-looking vesting criteria described below:

  69. Equity Grants

    | Names | Award Granted(1) | Grant Date Fair Value of Award | | Andrew Ahlborn | 61,634 | $800,000 | | Gary Taylor | 61,634 | $800,000 | | Adam Zausmer | 61,634 | $800,000 |

  70. Equity Grants

    | (1) Granted on February 12, 2023, 50% of the award is comprised of time-based shares of restricted Common Stock and 50% of the award is comprised of performance-based RSUs that are eligible to vest as described below. The number of performance-based awards included in this amount reflects vesting at a “target” payout percentage. |

  71. Equity Grants

    Key Terms of the Year-End 2022 Performance-Based Equity Awards (Granted in 2023) With respect to the long-term equity awards granted to Messrs. Ahlborn, Taylor, and Zausmer in respect of performance for the year ended December 31, 2022 (which were granted in 2023), 50% of such awards are time-based shares of restricted Common Stock that vest ratably in equal annual installments over three-year period based solely on continued employment or service. Dividends are paid on all time-based awards, vested and non-vested. The remaining 50% of such awards are performance-based RSUs. These performance-based equity awards remain at risk and are subject to forfeiture subject to the achievement of annualized Distributable ROE metrics (50% weighting) and relative TSR (50% weighting) relative to the performance of the peer group designated by the Compensation Committee (disclosed above under “Executive Compensation Strategy”), in each case for the performance period commencing January 1, 2023, and ending December 31, 2025. Dividends payable in connection with performance-based equity awards will only be paid to the extent that the performance-based vesting conditions are satisfied and such awards are earned and vested. Equity Grants For the 2023 Performance Year (Granted in 2024) In February 2024, the Compensation Committee approved the grant of 747,472 shares of restricted Common Stock and RSUs (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the 2023 Plan to certain of our employees and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including Messrs. Ahlborn, Taylor and Zausmer. In February 2024, our board of directors approved recommendations by the Compensation Committee with respect to the long-term equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of performance for the year ended December 31, 2023, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the long-term equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2023 Performance Year.” Based upon these considerations, the Compensation

  72. Equity Grants

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  73. Equity Grants

    Committee approved long-term equity awards as follows in respect of performance for the year ended December 31, 2023, subject to the forward-looking vesting criteria described below:

  74. Equity Grants

    | Names | Award Granted(1) | Grant Date Fair Value of Award | | Andrew Ahlborn | 88,300 | $800,000 | | Gary Taylor | 88,300 | $800,000 | | Adam Zausmer | 88,300 | $800,000 |

  75. Equity Grants

    | (1) Granted on February 22, 2024, 50% of the award is comprised of time-based shares of restricted Common Stock and 50% of the award is comprised of performance-based RSUs that are eligible to vest based on achievement of pre-established performance metrics. The number of performance-based awards included in this amount reflects vesting at a “target” payout percentage as shown in the table. |

  76. Equity Grants

    Key Terms of the Year-End 2023 Performance-Based Equity Awards (Granted in 2024) With respect to the long-term equity awards granted to Messrs. Ahlborn, Taylor, and Zausmer in respect of performance for the year ended December 31, 2023 (which were granted in 2024), 50% of such awards are time-based shares of restricted Common Stock that vest ratably in equal annual installments over three-year period based solely on continued employment or service. Dividends are paid on all time-based awards, vested and non-vested. The remaining 50% of such awards are performance-based RSUs. These performance-based equity awards remain at risk and are subject to forfeiture subject to pre-established metrics. Dividends payable in connection with performance-based equity awards will only be paid to the extent that the performance-based vesting conditions are satisfied and such awards are earned and vested. Merger-Related RSUs (Granted in 2023) In June 2023, the Compensation Committee approved the grant of 248,268 shares of restricted Common Stock and RSUs (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the Prior Plan to certain of our employees and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including RSUs to Messrs. Ahlborn, Taylor and Zausmer. In June 2023, our board of directors approved recommendations by the Compensation Committee with respect to the M&A equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of the acquisition of Broadmark, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2023 Performance Year.” Based upon these considerations, the Compensation Committee

  77. Equity Grants

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  78. Equity Grants

    approved equity awards as follows subject to the forward-looking vesting criteria described under “Merger-Related Compensation”:

  79. Equity Grants

    | Names | Award Granted(1) | Grant Date Fair Value of Award | | Andrew Ahlborn | 98,912 | $1,000,000 | | Gary Taylor | 24,728 | $250,000 | | Adam Zausmer | 98,912 | $1,000,000 |

  80. Equity Grants

    | (1) Granted on June 1, 2023, these awards are performance-based RSUs that are eligible to vest as described above under “Merger-Related Compensation”. The number of performance-based awards included in this amount reflects vesting at a “target” payout percentage as shown in the table. |

  81. Equity Grants

    Achievement and Settlement of 2020 Performance Awards (Granted in 2021) The Compensation Committee previously granted to Messrs. Ahlborn, Taylor and Zausmer performance-based RSUs that were eligible to vest based on achievement of our absolute TSR and TSR relative to the performance of the peer group designated by the Compensation Committee for the performance period commencing January 1, 2021, and ending December 31, 2023 (the “2021 Performance RSUs”). On January 9, 2024, the Compensation Committee reviewed and approved the payout of the 2021 Performance RSUs, as follows:

  82. Equity Grants

    | Metric | Weight | Threshold (50%) | Target (100%) | Maximum (300%) | Result | Payout | | Absolute TSR(1) | 50% | 25% | 35% | 50% | 21.31% | 0.00% | | Relative TSR(2)(3) | 50% | 30% | 55% | 90% | 61.10% | 134.86% |

  83. Equity Grants

    | (1) In the event our absolute TSR percentage falls between 25.0% and 35.0%, our absolute TSR vesting percentage is determined using a straight line linear interpolation between 50.0% and 100.0% and in the event that our absolute TSR percentage falls between 35.0% and 50.0%, absolute TSR vesting percentage is determined using a straight line linear interpolation between 100.0% and 300.0%. |

  84. Equity Grants

    | (2) The peer group for the 2021 Performance RSUs included the following companies: Starwood Property Trust, Inc., Blackstone Mortgage Trust, Inc., Rithm Capital Corp., Chimera Investment Corporation, Creative Media & Community Trust Corporation, Arbor Realty Trust, Inc., MFA Financial, Inc., Two Harbors Investment Corp., Apollo Commercial Real Estate Finance, Inc., Invesco Mortgage Capital Inc., AG Mortgage Investment Trust, Inc., Greystone Housing Impact Investors LP, PennyMac Mortgage Investment Trust, Redwood Trust, Inc., Ladder Capital Corp, New York Mortgage Trust, Inc., Ares Commercial Real Estate Corporation, Cherry Hill Mortgage Investment Corporation, and ACRES Commercial Realty Corp. |

  85. Equity Grants

    | (3) In the event our relative TSR percentile falls between the 30th percentile and the 55th percentile, relative TSR vesting percentage is determined using a straight line linear interpolation between 50.0% and 100.0% and in the event that our relative TSR percentile falls between the 55th percentile and 90th percentile, our relative TSR vesting percentage shall be determined using a straight line linear interpolation between 100.0% and 300.0%. |

  86. Impact of Performance on Compensation

    Impact of Performance on Compensation The following summarizes the realized pay for Messrs. Ahlborn, Taylor and Zausmer for 2023, which shows (i) base salary paid during 2023; (ii) the Merger-Related Cash Bonus; (iii) annual cash bonus earned for 2023; and (iv) the pre-tax value of restricted shares vested during 2023, valued at the time of such vesting. No RSUs vested during 2023.

  87. Impact of Performance on Compensation

    | Names | Base Salary ($) | Bonus ($) | Non-Equity Incentive ($) | Value Realized on Vesting ($) | Total Realized Pay ($) | | Andrew Ahlborn | 450,000 | 550,000 | 1,025,000 | 215,146 | 2,240,146 | | Gary Taylor | 450,000 | 150,000 | 900,000 | 238,014 | 1,738,014 | | Adam Zausmer | 450,000 | 550,000 | 1,025,000 | 190,554 | 2,215,554 |

  88. Summary Compensation TABLE

    Summary Compensation TABLE The following table below sets forth the compensation of our Named Executive Officers (Messrs. Ahlborn, Zausmer and Taylor) reimbursed to our Manager by us or, in the case of the Merger-Related Cash Bonuses, paid by us, for the fiscal years ended December 31, 2023, 2022 and 2021. Other than with respect to Messrs. Ahlborn, Taylor, and Zausmer we did not pay or make any reimbursement for any compensation paid to our Named Executive Officers for the fiscal year ended December 31, 2023.

  89. Summary Compensation TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(4) | Total ($)(3) | | Andrew Ahlborn | 2023 | $450,000 | $550,000(5) | $1,800,000 | $1,025,000 | $33,327 | $3,858,327 | | Chief Financial Officer | 2022 | $431,250 | $45,348 | $750,000 | $1,194,652 | $29,576 | $2,450,826 | | | 2021 | $375,000 | $1,050,000(6) | $317,398 | $- | $21,516 | $1,763,914 | | Gary Taylor | 2023 | $450,000 | $150,000(5) | $1,050,000 | $900,000 | $27,578 | $2,577,578 | | Chief Operating Officer | 2022 | $431,250 | $- | $650,000 | $1,060,000 | $24,601 | $2,165,851 | | | 2021 | $375,000 | $941,250(6) | $423,188 | $- | $21,438 | $1,760,876 | | Adam Zausmer | 2023 | $450,000 | $550,000(5) | $1,800,000 | $1,025,000 | $33,421 | $3,858,421 | | Chief Credit Officer | 2022 | $431,250 | $- | $750,000 | $1,240,000 | $29,576 | $2,450,826 | | | 2021 | $315,625 | $1,106,875(6) | $- | $- | $21,584 | $1,444,084 |

  90. Summary Compensation TABLE

    | (1) The Named Executive Officers are employees of our Manager or its affiliates and, with the exception of the Merger-Related Bonuses, are not paid cash compensation by us. |

  91. Summary Compensation TABLE

    | (2) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of awards of shares of restricted Common Stock and RSUs calculated under FASB ASC Topic 718, based on the value of the underlying shares on the grant date and, with respect to the performance-based awards, the probable outcome of performance-based vesting conditions on the grant date (at target performance levels). Assuming, instead, the highest level of performance achievement as of the grant date for the performance-based awards granted in 2023, the aggregate grant date fair value of the awards would have been as follows: Mr. Ahlborn, $800,000 (performance-based RSUs) and $2,000,000 (Merger-Related RSUs); Mr. Taylor, $800,000 (performance-based RSUs) and $500,000 (Merger-Related RSUs); and Mr. Zausmer, $800,000 (performance-based RSUs) and $2,000,000 (Merger-Related RSUs). |

  92. Summary Compensation TABLE

    | (3) The amounts reported in the “Stock Awards” column previously reflected the grant date fair value of stock awards earned with respect to the applicable year and have been updated to reflect the grant date fair value of the stock awards granted in the applicable year. |

  93. Summary Compensation TABLE

    | (4) The amounts reported for 2023 represents (i) employer 401(k) matching contributions of $6,600 for each of Messrs. Ahlborn, Taylor and Zausmer; (ii) employer cash balance plan contributions of $6,600 for each of Messrs. Ahlborn, Taylor and Zausmer; and (iii) medical and dental benefits reimbursed by Ready Capital to our Manager of $20,127 for Mr. Ahlborn, $14,378 for Mr. Taylor, and $20,221 for Mr. Zausmer. |

  94. Summary Compensation TABLE

    | (5) The amounts reported for 2023 reflect the Merger-Related Cash Bonuses. |

  95. Summary Compensation TABLE

    | (6) Amounts reported in the “Bonus” column for 2021 were earned based on the level of achievement against performance metrics for the year, as previously discussed in the Compensation Discussion and Analysis included in the respective proxy statements. |

  96. Summary Compensation TABLE

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  97. Summary Compensation TABLE

    2023 Grants of Plan-Based Awards. The following table summarizes certain information regarding all plan-based awards granted during the 2023 fiscal year to our Named Executive Officers. All stock awards were granted under the Prior Plan.

  98. Summary Compensation TABLE

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(#)(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(#)(2) | | | All Other | Grant Date Fair | | | Name | Grant Date | Threshold | Target | | Maximum | Threshold | Target | Maximum | Stock Awards: Number of Shares of Stock or Units(#)(4) | Value of Stock and Option Awards ($)(5) | | | Andrew Ahlborn | | $450,000 | | 900,000 | $1,498,500 | | | | | | | | | 02-12-23 | | | | | 15,409(2) | 30,817(2) | 61,634(2) | | | 400,000 | | | 02-12-23 | | | | | | | | 30,817 | | 400,000 | | | 06-01-23 | | | | | 49,456(3) | 98,912(3) | 197,824(3) | | | 1,000,000 | | Gary Taylor | | $450,000 | | 900,000 | $1,498,500 | | | | | | | | | 02-12-23 | | | | | 15,409(2) | 30,817(2) | 61,634(2) | | | 400,000 | | | 02-12-23 | | | | | | | | 30,817 | | 400,000 | | | 06-01-23 | | | | | 12,364(3) | 24,728(3) | 49,546(3) | | | 250,000 | | Adam Zausmer | | $450,000 | | 900,000 | $1,498,500 | | | | | | | | | 02-12-23 | | | | | 15,409(2) | 30,817(2) | 61,634(2) | | | 400,000 | | | 02-12-23 | | | | | | | | 30,817 | | 400,000 | | | 06-01-23 | | | | | 49,456(3) | 98,912(3) | 197,824(3) | | | 1,000,000 |

  99. Summary Compensation TABLE

    | (1) Amounts in this column represent the annual cash bonus opportunities. |

  100. Summary Compensation TABLE

    | (2) Amounts represent RSUs, which vest based on achievement of TSR and Distributable ROE metrics. |

  101. Summary Compensation TABLE

    | (3) Amounts represent the Merger-Related RSUs, which vest based on achievement of certain merger-related metrics as described in the Compensation Discussion & Analysis. |

  102. Summary Compensation TABLE

    | (4) Amounts in this column represent shares of restricted Common Stock, which vest in equal installments of one-third on February 12, 2024, February 12, 2025 and February 12, 2026. |

  103. Summary Compensation TABLE

    | (5) The amounts in this column represent the grant date fair value of the shares of restricted Common Stock and RSU awards. |

  104. Summary Compensation TABLE

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  105. Summary Compensation TABLE

    Outstanding Equity Awards as of the 2023 Fiscal Year-End. The following table sets forth certain information with respect to all outstanding equity-based awards held at the end of the 2023 fiscal year by each Named Executive Officer.

  106. Summary Compensation TABLE

    | | | | Stock Awards | | | | | | | | | | | | | | | | | | | Equity Incentive | | | | | | | | | | Equity Incentive | | Plan Awards: | | | | | | | | | | Plan Awards: | | Market or | | | | | | | | | | Number of | | Payout Value of | | | | | | | | | | Unearned | | Unearned | | | | | Number of Shares | | Market Value of Shares | | | Shares, Units or | | Shares, Units or | | | | | or Units of Stock | | or Units of Stock | | | Other Rights | | Other Rights | | | | | That Have | | That Have | | | That Have Not | | That Have Not | | Names | Grant Date | | Not Vested (#) | | Not Vested ($)(1) | | | Vested (#) | | Vested ($)(1) | | Andrew Ahlborn | 02/12/21 | | 12,473(2)(3) | | | $127,848 | | - | | $- | | | 02/12/22 | | 17,618(4) | | | $180,585 | | 26,427(6) | | $270,877 | | | 02/12/23 | | 30,817(5) | | | $315,874 | | 30,817(7) | | $315,874 | | | | 06/01/23 | | - | | | $- | | 98,912(8) | $1,013,848 | | Gary Taylor | 02/12/21 | | 16,630(2)(3) | | | $170,458 | | - | | $- | | | 02/12/22 | | 15,268(4) | | | $156,497 | | 22,903(6) | | $234,756 | | | 02/12/23 | | 30,817(5) | | | $315,874 | | 30,817(7) | | $315,874 | | | | 06/01/23 | | - | | | $- | | 24,728(8) | $253,462 | | Adam Zausmer | 02/12/21 | | 8,316(2)(3) | | | $85,239 | | - | | $- | | | 02/12/22 | | 17,618(4) | | | $180,585 | | 26,427(6) | | $270,877 | | | 02/12/23 | | 30,817(5) | | | $315,874 | | 30,817(7) | | $315,874 | | | 06/01/23 | | - | | | $- | | 98,912(8) | | $1,013,848 |

  107. Summary Compensation TABLE

    | (1) Based on the closing price of our Common Stock on the last business day of the fiscal year ended December 29, 2023 ($10.25). |

  108. Summary Compensation TABLE

    | (2) Includes 4,126 shares, 5,501 shares, and 2,751 shares of restricted Common Stock for Messrs. Ahlborn, Taylor and Zausmer, respectively, granted pursuant to the Prior Plan, which vested on February 12, 2024. |

  109. Summary Compensation TABLE

    | (3) Includes 8,347 2021 Performance RSUs, 11,129 2021 Performance RSUs, and 5,565 2021 Performance RSUs for Messrs. Ahlborn, Taylor and Zausmer, respectively, granted pursuant to the Prior Plan and earned on January 9, 2024 as described in greater detail in the Compensation Discussion and Analysis. |

  110. Summary Compensation TABLE

    | (4) Represents shares of restricted Common Stock granted pursuant to the Prior Plan, one-half of which vested on February 12, 2024, and the remaining one-half will vest on February 12, 2025. |

  111. Summary Compensation TABLE

    | (5) Represents shares of restricted Common Stock granted pursuant to the Prior Plan, one-third of which vested on February 12, 2024, and the remaining two-thirds will vest in equal instalments on each of February 12, 2025 and February 12, 2026. |

  112. Summary Compensation TABLE

    | (6) Represents RSUs (at target level) granted pursuant to the Prior Plan, which vest based on annualized Distributable ROE for the three-year forward-looking period ending December 31, 2024, and 50% to awards that vest based on our TSR for such three-year forward-looking performance period relative to the performance of the peer group. |

  113. Summary Compensation TABLE

    | (7) Represents RSUs (at target level) granted pursuant to the Prior Plan, which vest based on annualized Distributable ROE for the three-year forward-looking period ending December 31, 2025, and 50% to awards that vest based on our TSR for such three-year forward-looking performance period relative to the performance of the peer group. |

  114. Summary Compensation TABLE

    | (8) Represents the Merger-Related RSUs (at target level) granted pursuant to the Prior Plan, which are allocated 30% to awards that vest based on cost savings in 2024 as a percentage of the pre-merger Broadmark expense run rate, 15% to awards that vest based on the volume of |

  115. Summary Compensation TABLE

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  116. Summary Compensation TABLE

    | Broadmark product originated from the time of the merger through the end of 2024, 30% to awards that vest based on the generation of incremental liquidity from asset level financing, portfolio run-off, sales or corporate re-levering through the end of 2024, and 25% to awards that vest based on distributable ROE for 2024. |

  117. Summary Compensation TABLE

    Stock Awards Vested During 2023 Fiscal Year. The following table sets forth certain information with respect to the vesting of stock awards for each Named Executive Officer.

  118. Summary Compensation TABLE

    | Names | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Andrew Ahlborn | 16,501 | 215,146 | | Gary Taylor | 18,231 | 238,014 | | Adam Zausmer | 14,617 | 190,554 |

  119. Summary Compensation TABLE

    | (1) Represents the vesting of shares of restricted Common Stock. |

  120. Summary Compensation TABLE

    | (2) The value realized on vesting of the shares of restricted Common Stock is based on the closing price of our Common Stock on the vesting date. |

  121. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Named Executive Officers are employees of our Manager or our Manager’s affiliates and therefore we have no obligation to pay them any form of compensation upon their termination of employment. The Equity Incentive Plans provide that, in the event of a “change in control” (as such term is defined in the Equity Incentive Plans), the Compensation Committee shall take any such action as in its discretion it shall consider necessary to maintain each grantee’s rights under the Equity Incentive Plans (including under each such grantee’s applicable award agreement) so that such grantee’s rights are substantially proportionate to the rights existing prior to such event, including, without limitation, adjustments in the number of shares, options or other awards granted, the number and kind of shares or other property to be distributed in respect of any options or rights previously granted under the Equity Incentive Plans, and the exercise price, purchase price, and performance-based criteria established in connection with any grants.

  122. Pay Ratio Disclosure

    Pay Ratio Disclosure In August 2015, the SEC implemented the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires U.S. publicly traded companies to disclose the ratio of their Chief Executive Officer’s compensation to that of their median employee. As previously noted, we do not pay or reimburse our Manager for any portion of the compensation that is paid by our Manager and its affiliates to our Chief Executive Officer, Thomas E. Capasse. Because of this, the Company is not able to calculate and provide the ratio of Mr. Capasse’s compensation.

  123. Pay Ratio Disclosure

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  124. Pay versus Performance

    Pay versus Performance The following table below sets forth the “compensation actually paid” or “CAP” of our Named Executive Officers (Messrs. Ahlborn, Zausmer and Taylor), calculated in accordance with Item 402(v) of Regulation S-K for the fiscal years ended December 31, 2023, 2022, 2021, and 2020, along with the company performance measures utilized to determine and compare against CAP.

  125. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company-Selected Measure: | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income ($ in thousands) | Distributable Return on Equity (4) | | 2023 | - | - | $3,431,442 | $3,318,403 | $173.0 | $204.0 | $348,411 | 8.6% | | 2022 | - | - | $2,355,834 | $1,870,843 | $165.3 | $165.4 | $203,163 | 12.8% | | 2021 | - | - | $1,656,291 | $1,879,624 | $206.5 | $203.5 | $159,974 | 15.4% | | 2020 | - | - | $1,260,209 | $1,217,810 | $147.0 | $160.7 | $46,069 | 12.3% |

  126. Pay versus Performance

    | (1) Mr. Capasse is the principal executive officer for fiscal years 2020 through 2023. The Company does not pay or reimburse our Manager for any portion of the cash compensation that is paid by our Manager and its affiliates to Mr. Capasse. |

  127. Pay versus Performance

    | (2) Our Named Executive Officers for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 include Andrew Ahlborn, Chief Financial Officer, Gary Taylor, Chief Operating Officer and Adam Zausmer, Chief Credit Officer. Our Named Executive Officers for the year ended December 31, 2020 include Andrew Ahlborn, Chief Financial Officer and Gary Taylor, Chief Operating Officer. |

  128. Pay versus Performance

    | (3) The peer group that we used for purposes of this disclosure is the Competitor Composite Average, the same peer group used for our performance graph disclosed in our Annual Report to Stockholders for the year ended December 31, 2023. The Competitor Composite Average is a measure of the total return performance of mortgage REIT competitors based on actual share prices of the following companies: Blackstone Mortgage Trust Inc. (BXMT), Starwood Property Trust, Inc. (STWD), Ares Commercial Real Estate Corporation (ACRE), Apollo Commercial Real Estate Finance Inc. (ARI), Arbor Realty Trust, Inc. (ABR), and Ladder Capital Corporation (LADR). |

  129. Pay versus Performance

    | (4) Distributable ROE is based on Distributable Earnings, which is calculated as GAAP Net Income excluding the following (i) any unrealized gains or losses on certain MBS not retained by us as part of our loan origination businesses (ii) any realized gains or losses on sales of certain MBS (iii) any unrealized gains or losses on residential MSRs from discontinued operations (iv) any unrealized change in current expected credit loss reserve and valuation allowances (v) any unrealized gains or losses on de-designated cash flow hedges (vi) any unrealized gains or losses on foreign exchange hedges (vii) any unrealized gains or losses on certain unconsolidated joint ventures (viii) any non-cash compensation expense related to stock-based incentive plans (ix) one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain purchase gains, or merger related expenses. |

  130. Pay versus Performance

    To calculate average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation. Note that the dollar amounts do not reflect the actual amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year.

  131. Pay versus Performance

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  132. Pay versus Performance

    | | | Subtracted: | Added: | | | | | | | Year | Average Summary Compensation Table Total Compensation (1) | Average Grant Date Fair Value of Awards Granted in the Year (2) | Average Year End Fair Value of Unvested Equity Awards Granted in the Year (3) | Average Year End Fair Value of Unvested Equity Awards with Performance Conditions Granted in the Year (3) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards (3) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (3) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Compensation Actually Paid (CAP) | | 2023 | $3,431,442 | $(1,550,000) | $315,871 | $910,562 | $104,181 | $31,322 | $75,026 | $3,318,403 | | 2022 | $2,355,834 | $(716,667) | $281,313 | $192,233 | $(286,015) | $(11,691) | $55,835 | $1,870,843 | | 2021 | $1,656,291 | $(246,862) | $150,485 | $271,991 | $20,010 | $4,433 | $23,276 | $1,879,624 | | 2020 | $1,260,209 | $(212,500) | $161,725 | $- | $(6,411) | $(1,019) | $15,806 | $1,217,810 |

  133. Pay versus Performance

    | (1) There are no pension benefits for the Non-PEO NEOs. |

  134. Pay versus Performance

    | (2) Represents the grant date fair value of equity-based awards granted each year. |

  135. Pay versus Performance

    | (3) The fair value of the restricted Common Stock was determined based on the stock price on the applicable valuation dates. The fair value of the RSUs was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the restricted Common Stock and RSUs did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year. The fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments in our financial statements. |

  136. Pay versus Performance

    | Company Performance Measures to Determine 2023 Compensation Actually Paid (CAP) | | Distributable Return on Equity (ROE) | | Absolute Total Shareholder Return (TSR) | | Relative Total Shareholder Return (TSR) |