DEF 14A of Ladder Capital Corp, Apr 22, 2024

DEF 14A of Ladder Capital Corp

Filed Apr 22, 2024 · FY20230001577670-24-000011

Open on EDGAR

  1. How will our directors and officers vote on the proposals?

    How will our directors and officers vote on the proposals? The directors and executive officers of Ladder have informed Ladder that, as of the date of the filing of this Proxy Statement, they intend to vote all shares of Class A common stock owned by them “For” Proposal 1, Proposal 2 and Proposal 3 and for a frequency of every 3 years for Proposal 4. As of the Record Date, the directors and executive officers owned, in the aggregate, 14,828,753 shares of Class A common stock entitled to vote at the Annual Meeting.

  2. Nominees for Election to the Board

    Nominees for Election to the Board Identified below are the two nominees for election as a director. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the two nominees named in this Proxy Statement. Each of the directors listed below has consented to being named as a nominee in this Proxy Statement and serving on the Board, if elected. Each director, if elected at the Annual Meeting, will serve a three-year term until the 2027 annual meeting of stockholders and each respective successor is duly elected and qualified.

  3. Nominees for Election to the Board

    | Name | Age as of the Annual Meeting | Position with the Company | | Douglas Durst | 79 | Director | | Jeffrey Steiner | 70 | Director |

  4. Nominees for Election to the Board

    The Board and its Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of Messrs. Durst and Steiner provide the Company with business acumen and a diverse range of perspectives to help effectively address the Company’s evolving needs and represent the best interests of the Company’s stockholders. The explanations and the table in “—Board Characteristics, Experience and Skills” below describe the skills, qualities, attributes and experience of the nominees that led the Board and the Nominating and Corporate Governance Committee to determine that it is appropriate to nominate these directors for election.

  5. Douglas Durst

    Douglas Durst Nomination. The Board recommends that stockholders vote for the election of Douglas Durst. Mr. Durst’s extensive experience as a real estate developer and environmental advocate, coupled with his strategic acumen with regard to both Ladder’s business and human capital management, position him as an important member of the Board. Mr. Durst (through family investment vehicles) invested $30 million in Ladder at its inception and an additional $5 million in 2011. To our knowledge, he is our sixth largest stockholder. Mr. Durst was initially appointed a director in January 2014 and currently serves as chair of both our Nominating and Corporate Governance Committee and Compensation Committee. As a seasoned real estate developer, Mr. Durst’s insights have played an important role in steering the Company through uncertain times, including the unprecedented challenges of the COVID-19 pandemic and the evolving landscape of the commercial real estate industry. In Mr. Durst’s capacity as chair of the Compensation Committee, he has demonstrated a keen understanding of the significance of attracting and retaining top-tier talent. Together with Mr. Steiner and Mr. Fishman, he has been integral in crafting a compensation strategy that aligns the performance and dedication of our Named Executive Officers and employees with stockholder value. Furthermore, Mr. Durst’s long-standing involvement in environmental advocacy gives him a unique perspective and insight into the issues and opportunities that matter to stakeholders with regard to Ladder’s ESG strategy, as overseen by the Nominating and Corporate Governance Committee. Biography. Mr. Durst is the chairman and a member of the third generation to lead The Durst Organization, one of the oldest family-run commercial and residential real estate companies in New York City. Mr. Durst joined the Durst Organization in 1968, learning the business from his father, Seymour, and two uncles, Roy and David. Under the leadership of Douglas and his cousin Jody, The Durst Organization built the nation’s first sustainable skyscraper, 151 West 42nd Street (formerly 4 Times Square), and the first LEED Platinum high-rise office tower, The Bank of America Tower at One Bryant Park. Today, the company owns, manages and operates a 13-million square foot office portfolio and nearly 3,500 residential rental units, as well as overseeing the development, management and leasing of One World Trade Center. Mr. Durst was formerly the chairman of the Real Estate Board of New York and he serves as a director of The New School and The Roundabout Theater and Primary Stages. Mr. Durst also serves as a board member of the Earth Day Initiative and trustee emeritus of The Trust for Public Land. Mr. Durst has been an environmental activist for many years and founded The Model Organic Farm Foundation, a nonprofit organization that operates one of the largest organic farms in New York State. Along with other family members, he is a trustee of The Old York Foundation, established by his father, which is committed to helping people through education to understand the history and issues facing New York City. Mr. Durst received a B.A. from the University of California Berkeley and a Doctor of Humane Letters (honoris causa) from each of the City University of New York and Allegheny College.

  6. Jeffrey Steiner

    Jeffrey Steiner Nomination. The Board recommends that stockholders vote for the election of Jeffrey Steiner. Mr. Steiner's distinguished career as an attorney, specializing in structuring complex commercial real estate transactions and serving as a partner at global law firms with both managerial and practice leadership roles, equips him with invaluable insights into the Company’s investments, business operations, and employee compensation and retention strategies and positions him as an important member of the Board. Mr. Steiner was initially appointed a director in July 2018 and currently serves on our Compensation Committee. Mr. Steiner’s extensive legal background, representing investment banks, private equity firms, private real estate operating companies, mortgage REITs, and other lenders and investors, provides a comprehensive perspective on real estate and finance transactions. His dual expertise in law and business enhances Ladder's risk management, strategy development, and legal and regulatory compliance. During the challenging times of the COVID-19 pandemic, Mr. Steiner's financing acumen played a pivotal role in helping the Company navigate the reduced liquidity and increased volatility in the markets. His ongoing involvement in structuring transactions in the commercial real estate sector positions him as a valuable resource for understanding market trends. As a partner with a history of leadership at global law firms, Mr. Steiner demonstrates adeptness in overseeing people, processes, and systems, including developing and retaining talented teams of professionals. This background qualifies him for his role on our Compensation Committee. Collaborating with Mr. Durst and Mr. Fishman, Mr. Steiner has been instrumental in crafting a compensation strategy that aligns with the strong performance and dedication of our management team and employees, as described above. Biography. Mr. Steiner is a Partner at McDermott Will & Emery LLP, an international law firm, and has more than 35 years of experience in real estate, real estate finance and real estate capital markets transactions in all areas of real estate finance, joint ventures, acquisitions and dispositions and leasing for the full spectrum of public, private, institutional and non-institutional clients. In particular, Mr. Steiner’s practice focuses on structuring, restructuring and managing complex real estate debt and equity investments and investment vehicles in the US and worldwide. Mr. Steiner formerly served as the Global Head of the Real Estate Finance Group of McDermott Will & Emery, co-managing partner of the firm’s New York office, and a member of the firm’s Management Committee. Mr. Steiner has represented Wall Street investment banks, private equity firms, mortgage REITs, and other lenders and investors in all aspects of real estate and finance transactions, including construction, conduit, floating and fixed-rate financings, forward loan commitments, mezzanine loans, loan participations, complex office leasing and mortgage-backed securities transactions. Prior to joining McDermott Will & Emery LLP in March 2018, Mr. Steiner was a Partner at DLA Piper LLP (US) from September 2008 to March 2018, where he was the Global Co-Chairperson of the Finance Department and a member of the firm’s Executive Committee. Mr. Steiner holds a J.D. from Fordham University School of Law and a B.A. from McGill University.

  7. Directors

    Directors The following sets forth information regarding our current Board. Biographical information pertaining to Messrs. Durst and Steiner, who are our current nominees for reelection to the Board at the Annual Meeting, can be found in the section above entitled “Nominees for Election to the Board.”

  8. Directors

    | Name | Age as of the Annual Meeting | Position with the Company | | Alan H. Fishman | 78 | Non-Executive Chairperson of the Board | | Brian Harris | 63 | Chief Executive Officer and Director | | Mark Alexander | 62 | Director | | Douglas Durst | 79 | Director | | Pamela McCormack | 53 | President and Director | | Jeffrey Steiner | 70 | Director | | David Weiner | 63 | Director |

  9. Directors

    Alan H. Fishman. Mr. Fishman is Non-Executive Chairperson of the Board of Directors of Ladder. Mr. Fishman was appointed as Non-Executive Chairperson of Ladder at its formation in May 2013 and previously was the Non-Executive Chairperson of our operating partnership, Ladder Capital Finance Holdings LLLP (“LCFH”), since its formation in October 2008. Mr. Fishman made a $7.5 million personal investment in Ladder at its inception and owns approximately one percent (1.0%) of the outstanding Class A common stock of Ladder. Mr. Fishman has had an extensive career in the financial services industry, having served in top executive positions at Washington Mutual Inc., Independence Community Bank, Sovereign Bancorp. and ContiFinancial Corp., and as the chairperson of Meridian Capital Group. Mr. Fishman has been a private equity investor focusing on financial services at Neuberger and Berman, Adler & Shaykin and at his own firm, Columbia Financial Partners LP, and has held a variety of senior executive positions at Chemical Bank and American International Group. In addition, Mr. Fishman is a member of the board of directors of Santander Holdings USA, Inc. and is the lead independent director, chairperson of the Audit Committee and a member of the Executive and Risk Committees of its subsidiary, Santander Bank, N.A., as well as chairperson of Santander Investment Securities Inc. Mr. Fishman is also Chairperson Emeritus of both the Board of Trustees of the Brooklyn Academy of Music and the Brooklyn Community Foundation. Mr. Fishman is on the audit committee at Continental Grain Company, on the board of MDSolarSciences, as well as the boards of several other not-for-profit and civic organizations. Mr. Fishman, during his tenure as chairman of the Brooklyn Navy Yard Development Corporation, played a significant role in the redevelopment and revitalization of the Brooklyn Navy Yard. Mr. Fishman received a B.S. from Brown University and a Masters in Economics from Columbia University. Brian Harris. Mr. Harris is a co-founder of Ladder and has served as Chief Executive Officer (“CEO”) of Ladder since its formation in October 2008. Mr. Harris made a $25 million personal investment in Ladder at its inception and owns over five percent (5%) of the outstanding Class A common stock of Ladder. Mr. Harris is Ladder’s top individual stockholder and third largest stockholder overall, which we believe demonstrates his strong alignment with the interests of his fellow Ladder stockholders. Mr. Harris has been a director of Ladder Capital Corp since its formation in May 2013 and a director of LCFH since October 2008. Mr. Harris has nearly 40 years of experience in the real estate and financial markets. Prior to forming Ladder, Mr. Harris served as a Senior Partner, Managing Director and Head of Global Commercial Real Estate at Dillon Read Capital Management (“DRCM”), a wholly-owned subsidiary of UBS AG, from June 2006 to May 2007, managing over $500 million of equity capital from UBS AG for DRCM’s commercial real estate activities globally. Prior to joining UBS, Mr. Harris served as Head of Commercial Mortgage Trading at Credit Suisse, where he was responsible for managing all proprietary commercial real estate investment and trading activities. Mr. Harris also previously worked in the real estate groups at Lehman Brothers, Salomon Brothers, Smith Barney and Daiwa Securities. Mr. Harris earned a B.S. in Biology and an M.B.A. from The State University of New York at Albany. Mark Alexander. Mr. Alexander was appointed a director of Ladder in June 2015. Mr. Alexander is Head of Technology and Operations at Rockefeller Capital Management, a privately-owned financial services firm offering global family office, asset management and strategic advisory services to ultra-high-net-worth individuals, families and institutions. Prior to joining Rockefeller, Mr. Alexander was the Chief Executive Officer and board member of iCreditWorks, a FinTech start-up that leverages mobile and emerging technologies to transform point-of-care lending between healthcare consumers and professionals. Mr. Alexander has spent his career focusing on financial services, technology and operations, previously serving as an Executive Advisor to McKinsey & Company, Aquiline Capital Partners, and Broadridge Financial Solutions, as well as serving in other advisory roles through his company, Latigo Financial Services (“Latigo”). Prior to forming Latigo, Mr. Alexander spent 24 years at Merrill Lynch and its successor Bank of America Merrill Lynch, becoming the Chief Information Officer and Head of Technology and Operations for Global Markets and Global Wealth and Investment Management. Mr. Alexander has played an active role in numerous securities industry associations in the U.S. and Europe and has served on the boards of Depository Trust and Clearing Corporation, where he was Lead Director in 2012/2013, Euroclear, LCH.Clearnet, the European Securities Clearing Corporation, the Government Securities Clearing Corporation, and the Participants’ Trust Company, where he was Chairman in 1996/1997. Mr. Alexander is a Certified Public Accountant (inactive) and received a B.B.A. from Hofstra University and an M.B.A. from New York University’s Stern School of Business. Pamela McCormack. Ms. McCormack was appointed a director of Ladder in June 2019. Ms. McCormack is a co-founder and the President of Ladder and a licensed attorney. Before forming Ladder in October 2008, Ms. McCormack served as Head/Co-Head of Transaction Management - Global Commercial Real Estate at both DRCM and UBS Investment Bank, managing teams responsible for the structuring, negotiating and closing of all real estate investments globally. Prior to her tenure at UBS, Ms. McCormack held the role of Vice President and Counsel at Credit Suisse, and Associate at leading global law firms. Ms. McCormack received a B.A. from the State University of New York at Stony Brook and a J.D. from St. John’s University School of Law, and served on the Advisory Board of St. John’s Mattone Family Institute for Real Estate Law. Ms. McCormack has 27 years of experience in commercial real estate finance. David Weiner. Mr. Weiner was appointed a director of Ladder in June 2019. Mr. Weiner has over 30 years of investment industry experience and has been a Senior Vice President/Investments at Stifel since 2014. Prior to Stifel, Mr. Weiner created and managed Chrome Capital Management, LLC (“Chrome”), a registered investment advisor. Prior to founding Chrome, Mr. Weiner was a Managing Director at RBC Capital Markets, where he led the equity swap desk and marketed equity derivatives to RBC’s corporate clients. Mr. Weiner joined RBC from Lazard Freres where, in addition to other responsibilities, he served as the U.S. Head of Derivatives at CALFP, a joint venture between Credit Agricole Bank and Lazard. Prior to CALFP, Mr. Weiner held various equity and fixed income derivative and capital market positions at UBS, Deutsche Bank, and Lehman Brothers. Mr. Weiner began his career in the actuarial field. He holds a B.S. in Economics from the State University of New York at Albany. The compensation program for our non-employee directors is described below under “Executive Compensation—Director Compensation.”

  10. Compensation Discussion and Analysis

    | Performance Year | Base Salary ($) | Cash Bonus ($) | Total Cash ($) | Stock Awards ($)(1) | Total Compensation ($) | Ladder Distributable Earnings ($ in millions) | | 2023 | 1,000,000 | 8,201,000 | 9,201,000 | 5,780,033 | 14,981,033 | 167.7 | | 2022 | 1,000,000 | 6,785,000 | 7,785,000 | 4,735,444 | 12,520,444 | 148.4 | | 2021 | 1,000,000 | — | 1,000,000 | 9,916,855 | 10,916,855 | 61.3 | | 2020 | 1,000,000 | — | 1,000,000 | 9,022,636 | 10,022,636 | 51.3 | | 2019 | 1,000,000 | 7,400,000 | 8,400,000 | 8,299,999 | 16,699,999 | 190.6 |

  11. Compensation Discussion and Analysis

    (1) Stock awards granted to Mr. Harris have been treated as having been granted in the year in which the grant date fair value for such award was reported in the Summary Compensation Table, which is the year for which the Board and Compensation Committee intended to compensate him. Incentive compensation, including both cash and equity, is generally paid and granted, respectively, after the respective fiscal year for which it is earned. The alignment of Mr. Harris’ compensation with Company performance exists because the Board and Compensation Committee thoughtfully reviewed, and intended to align his aggregate compensation with, the Company’s performance for those years. Role of our CEO. In making compensation recommendations for 2023 for our Named Executive Officers, the Compensation Committee relied in part on Mr. Harris, our CEO, who makes specific compensation recommendations to the Compensation Committee based on the objectives and approach set by the Compensation Committee. Mr. Harris, like the Compensation Committee, considered a number of factors in recommending incentive compensation for the Named Executive Officers, among them current compensation arrangements (including arrangements negotiated in connection with employment agreements); the executive’s position, performance, responsibilities and experience; the present equity ownership levels of the executive; internal pay equity; and the level of the executive’s total annual compensation package compared to similar positions at other peer companies (with data from the Compensation Committee’s compensation consultant as further described below). Specifically, for each Named Executive Officer, Mr. Harris makes recommendations regarding annual cash incentive awards and long-term equity incentive awards, subject to the applicable terms included in the Harris Employment Agreement, for review and discussion with, and consideration by, the Compensation Committee. Mr. Harris may attend meetings of the Compensation Committee at the request of the Compensation Committee chair, but does not attend executive sessions. The Compensation Committee recommends executive compensation to the full Board for approval. Role of the Compensation Consultant and Use of Peer Group Data. The Compensation Committee retains FTI Consulting, Inc. (“FTI”) as its independent compensation consultant to advise it on matters related to the compensation of our Named Executive Officers and our executive compensation program design. FTI provided the Compensation Committee with comparative market data on compensation practices and programs based on an analysis of peer companies and provided guidance on best practices. The reference group set forth below (collectively, the “Comparable Companies”) is composed of the companies that the Compensation Committee considers Ladder’s closest peers in light of the limited publicly available compensation data for our Business Comparables, as defined below. Each of the Comparable Companies is an internally-managed, primarily real estate finance-focused company or commercial real estate investment company with median equity market capitalization of approximately $1.5 billion, as of December 31, 2023. •Arbor Realty Trust, Inc. •BrightSpire Capital, Inc. •Granite Point Mortgage Trust Inc. •Hannon Armstrong Sustainable Infrastructure Capital, Inc. •Kennedy-Wilson Holdings, Inc. •MFA Financial, Inc. •New York Mortgage Trust, Inc. •PennyMac Financial Services, Inc. •Redwood Trust, Inc. •Safehold Inc. •Walker & Dunlop Inc. The data from the Comparable Companies was primarily used by the Compensation Committee to understand the reasonableness of the Company’s pay level and structure as compared to the market. It was not used for the purpose of setting “benchmark” compensation levels for the Company’s executive officers. The Compensation Committee considered the relative size of Ladder’s management team and employee base versus peers, the alignment between pay and performance as well as the relationship between the percentage of total assets, total revenues, market capitalization, and total equity being paid out in total compensation. FTI annually reviews the composition of the Comparable Company group for the Compensation Committee to help ensure that the companies included are appropriately comparable to us in terms of size, structure, investment focus and scope of operations. The Compensation Committee may change the composition of the group from time to time as appropriate. Safehold Inc. replaced iStar Inc. as a Comparable Company in 2023 as a result of the merger of those two companies. In addition to the above group of Comparable Companies, the Compensation Committee also evaluated our performance compared to the companies listed below (collectively, the “Business Comparables”), which consist of internally- and externally-managed commercial finance REITs whose performance is more directly comparable to Ladder, namely: •Apollo Commercial Real Estate Finance, Inc. •Arbor Realty Trust Inc. •Ares Commercial Real Estate Corp. •Blackstone Mortgage Trust, Inc. •BrightSpire Capital, Inc. •Claros Mortgage Trust, Inc. •Franklin BSP Realty Trust, Inc. •Granite Point Mortgage Trust Inc. •KKR Real Estate Finance Trust Inc. •Redwood Trust, Inc. •Safehold Inc. •Starwood Property Trust, Inc. •TPG RE Finance Trust Inc. Safehold Inc. replaced iStar Inc. as a Business Comparable in 2023 as a result of the merger of the two companies. In 2023, Ladder’s total return* meaningfully exceeded that of its Business Comparables. Our differentiated liability structure, with Ladder having among the highest credit ratings and lowest cost of funds in the space, contributed to this performance. Unlike some of our Business Comparables, we achieved this high level of total return with internal management (no fees from affiliated entities or other business lines) and investments in the more senior part of the capital stack, with a focus on senior secured first mortgage loans, net leased equity assets and investment grade securities. *Total return represents change in stock price plus dividends paid. FTI also provided directional recommendations regarding the elements of compensation for each of the Named Executive Officers based on the Comparable Companies, the Company’s relative performance compared to commercial real estate finance REITs and Ladder’s compensation philosophy. Results of Say-on-Pay Vote. Following the 2021 “Say-on-Pay” non-binding stockholder advisory vote on executive compensation, which received 34.2% support, the Compensation Committee and full Board took time to consider the feedback received. The Company took the outcome of this vote seriously and was highly focused on gathering and responding to our stockholders’ feedback regarding our executive compensation program. As more fully described in “Directors, Executive Officers and Corporate Governance—Stockholder Engagement and Response to Stockholder Feedback,” we contacted our largest institutional stockholders and engaged directly with all such stockholders who responded affirmatively by videoconference or teleconference. In evaluating potential changes to our executive compensation program’s structure and disclosure, we closely examined common themes from stockholder feedback over multiple meetings. As summarized in the table below, we implemented a number of enhancements to our compensation program and disclosure in response to feedback from stockholders and proxy advisory firms.

  12. Compensation Discussion and Analysis

    | Investors Asked That We Explain . . . | . . . How We Responded | | The alignment of Named Executive Officer pay and Company performance . . . | •Detailed our transparent and formulaic approach to each element of incentive compensation based on performance metrics in “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation;” •Illustrated the pay-for-performance alignment of our CEO compensation in “Executive Compensation—Compensation Discussion and Analysis—Setting Executive Compensation—Historical CEO Compensation;” and •Outlined how our Executive Compensation Framework, comprised of ◦Internal management; ◦Stockholder alignment; ◦No minimum payment guarantees; ◦Time- and performance-based vesting; ◦Limited retirement eligibility vesting; ◦Employees’ historical participation in Management’s contractual incentive compensation.; ◦Executive stock ownership guidelines; and ◦Clawback policy provides a foundation for our executive compensation program in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework.” | | Why co-founders should continue to receive fully vested stock as part of their annual incentive compensation . . . | •Explained why certain co-founder equity awards are fully vested upon grant and committed to not providing these legacy vesting provisions to new officers, as more fully described in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Retirement Eligibility Vesting;” •Described our co-founders’ status among our largest stockholders in our enhanced disclosure of the Board’s alignment with stockholders, including the substantial personal investment of $25 million made by Mr. Harris, which has helped position him as the Company’s largest individual stockholder and third largest overall. See “Directors, Executive Officers and Corporate Governance—Corporate Governance—Board Alignment of Interests;” and •Conveyed the Board’s decision-making process, in light of stockholder feedback, in refraining from breaching the co-founder vesting provisions to retain the core of the management team, as more fully described in “Executive Compensation—Compensation Discussion and Analysis—Setting Executive Compensation—Current Compensation Arrangements.” | | Our adoption of policies to mitigate compensation-related risk . . . | •Adopted stock ownership guidelines for our Named Executive Officers, as more fully described in “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Executive Stock Ownership Guidelines,” although our co-founders’ historical and actual stock holdings meaningfully exceed the guidelines; and •Adopted a clawback policy in line with NYSE requirements as more fully described in “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Clawback Policy.” |

  13. Compensation Discussion and Analysis

    | Investors Asked That We Explain . . . | . . . How We Responded | | Why we believe that annual vesting and a catch-up feature for performance shares are appropriate . . . | •Expanded disclosure of the mechanics of our annual performance vesting and the Catch-Up Provision and the Board’s rationale for continuing to include such provisions in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” | | The elimination of our “evergreen” annual share reserve . . . | •Provided stockholders with more opportunities for input on the Company’s ability to make equity-based grants by not including an “evergreen” annual share reserve increase provision in the Ladder Capital Corp 2023 Omnibus Incentive Plan. | | The use of Compensation Committee discretion during the COVID-19 pandemic to waive the Performance Target of the shares vesting as a result of 2020 and 2021 Company performance . . . | •The Board and Compensation Committee, as detailed in the 2021 and 2022 Proxy Statements, acknowledged the COVID-19 pandemic’s two-year impact. They recognized our team’s efforts to enhance liquidity in 2020, which safeguarded our client base, employees, investors, and the franchise overall and positioned us for business opportunities in 2021. Despite strong performance in 2021, the proactive measures taken in 2020 to preserve principal—such as refinancing debt with costlier non-mark-to-market funding and managing the loan portfolio to significant repayments—reduced distributable earnings that year. In response to these challenges, the Board and Compensation Committee exercised discretion to grant equity-only incentives to the Named Executive Officers and waive performance share vesting targets across the Company. This decision aimed to retain a highly skilled team, further align them with stockholders’ interests, and promote focus on maintaining a strong balance sheet amid market fluctuations. |

  14. Compensation Discussion and Analysis

    Base salary accounted for just 10% of the combined total compensation for our Named Executive Officers in 2023, maintaining an average of 12% of the aggregate total compensation for our Named Executive Officers from 2019 to 2023, in line with our executive compensation’s robust emphasis on pay-for-performance principles. Furthermore, based on data from last year’s proxy statements, the aggregate base salaries of our Named Executive Officers fell within the 32nd percentile when compared to our Comparable Companies, which underscores our commitment to a pay-for-performance approach and the motivation fostered by our absence of minimum payment guarantees, as described in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—No Minimum Payment Guarantees.” Annual Cash Incentive Compensation. The guidelines to determine annual cash incentive compensation for our Named Executive Officers are set forth in the Harris Employment Agreement. Pursuant to the Harris Employment Agreement, with respect to any calendar year, the aggregate cash incentive compensation payable to our Named Executive Officers is equal to 9% of the Company’s distributable earnings (if any). Mr. Harris’ portion of such amount is equal to not less than 4.05% of the Company’s distributable earnings for such year. As a percentage of distributable earnings, as distributable earnings increase or decrease, cash incentive compensation for our Named Executive Officers increases or decreases. We believe that a bonus that is proportional to earnings with no minimum payment guarantee motivates employees to increase overall earnings, which ultimately benefits our stockholders. For further detail regarding the genesis of the formulas described herein, see “Executive Compensation—Employment Agreements—Brian Harris.” Annual cash bonuses to our Named Executive Officers are generally made at the discretion of our Compensation Committee and our Board pursuant to the framework set forth in the Harris Employment Agreement. Our Board, with recommendations from the Compensation Committee, considers a number of factors in determining the individual annual cash bonuses payable to the applicable Named Executive Officers for the respective year, among them current compensation arrangements (including arrangements negotiated in connection with employment agreements); the executive’s position, performance, responsibilities and experience; the present equity ownership levels of the executive; internal pay equity; and the level of the executive’s total annual compensation package compared to similar positions at other peer companies. As discussed further below under “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Employees’ Historical Participation in Management’s Contractual Incentive Compensation,” a portion of the Named Executive Officer contractual cash and equity incentive compensation has historically been allocated to non-executive employees. For 2022 and 2023, the Named Executive Officers collectively received less than the cash incentive compensation designated in the Harris Employment Agreement, despite the Named Executive Officers not receiving any cash incentive compensation for 2020 or 2021. The annual cash incentive compensation earned for 2023 by each officer is listed in the table below, totaling $14.2 million:

  15. Compensation Discussion and Analysis

    | Name and Principal Position | Annual Cash Incentive Compensation ($) | | Brian Harris, CEO | 8,201,000 | | Pamela McCormack, President | 3,038,500 | | Paul J. Miceli, CFO | 1,062,000 | | Robert Perelman, Head of Asset Management | 1,062,000 | | Kelly Porcella, Chief Administrative Officer and General Counsel | 870,250 |

  16. Compensation Discussion and Analysis

    The below graph shows the consistent and clear alignment of management cash incentive compensation to distributable earnings since our IPO. Long-Term Equity Compensation. The Company maintains the Ladder Capital Corp 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, performance awards, other stock-based awards and other cash-based awards to employees (including our Named Executive Officers), consultants and non-employee directors of the Company and its affiliates. We believe that providing our Named Executive Officers with an equity interest in the Company appropriately aligns their interests with those of their fellow Ladder stockholders and that the best way to maintain our Named Executive Officers’ personal commitment to our long-term goals is to seek to ensure that their financial rewards as stockholders will, over the long term, outweigh the cash compensation they earn as employees. Mr. Harris, in part due to his $25 million initial investment in Ladder, is Ladder’s top individual stockholder and third largest stockholder overall. Among all individual stockholders, Mr. Harris experiences the largest impact from the fluctuations in our stock performance. We believe that Ms. McCormack is among our top 20 stockholders. As of December 31, 2023, our Named Executive Officers collectively held interests in our Company comprising 7.3% of our outstanding Class A common stock. In this regard, we believe the interests of our Named Executive Officers and our other stockholders are strongly aligned. We also prohibit our employees (including officers) and directors from holding our securities in a margin account, pledging our securities as collateral for a loan or hedging the ownership of our equity securities by purchasing, selling or engaging in any other transaction involving any derivative securities related to any equity securities of the Company. A “derivative security” includes any option, warrant, convertible security, stock appreciation right or similar security with an exercise or conversion price or other value related to the value of any equity security of the Company. The prohibition on transactions involving a derivative security does not apply to any exercise of Company stock options pursuant to the Company’s 2023 Omnibus Incentive Plan (or any predecessor or successor plan) or any other benefit plans that may be adopted by the Company from time to time, any sale of Company stock in connection with any cashless exercise (if otherwise permitted), or payment of withholding tax upon the exercise, of any such stock option. Pursuant to the Harris Employment Agreement, the Named Executive Officers’ annual equity incentive awards are granted under the 2023 Omnibus Incentive Plan in the form of Class A common stock (the “Annual Stock Award”), with an aggregate value granted to our Named Executive Officers equal to not less than 1.0%, but up to 1.5% at the Board’s discretion, of the greater of the Company’s shareholders’ equity value and market capitalization for the applicable year calculated in accordance with the Harris Employment Agreement. While there is no minimum payout guarantee, Mr. Harris’ portion of such amount is equal to not less than 0.41% of the greater of the Company’s shareholders’ equity value and market capitalization for the applicable year. For further detail regarding the genesis of the formulas described herein, see “Executive Compensation—Employment Agreements—Brian Harris.” Annual Stock Awards to our Named Executive Officers are generally made at the discretion of our Compensation Committee and our Board pursuant to the framework set forth in the Harris Employment Agreement. Our Board, with recommendations from the Compensation Committee, considers a number of factors in determining the individual equity awards payable to the applicable Named Executive Officers for the respective year, including current compensation arrangements (including arrangements negotiated in connection with employment agreements); the executive’s position, performance, responsibilities and experience; the present equity ownership levels of the executive; internal pay equity; and the level of the executive’s total annual compensation package compared to similar positions at other peer companies. Except for awards to Mr. Harris, each of the Named Executive Officers’ and employees’ Annual Stock Awards are subject, in whole or in part, to vesting, as further described below under “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” At the recommendation of the Named Executive Officers, any amounts from such annual equity pool not granted to the Named Executive Officers are allocated to non-executive employees. For our Named Executive Officers, equity-based incentive awards represent a significant portion of their compensation, with such awards representing approximately 41% of their total 2023 and 2022 incentive compensation and 100% of their 2021 and 2020 incentive compensation. While guiding Ladder through the impact of the COVID-19 pandemic, our Named Executive Officers agreed to waive their annual cash bonuses and to receive additional equity-based incentive compensation, further increasing their alignment with their fellow Ladder stockholders. Because the Named Executive Officers decided to forego cash bonuses in 2020 and 2021 and instead received all incentive compensation in equity, those year’s equity awards should not be considered on a stand-alone basis when evaluating Named Executive Officer compensation for those years as their value reflects in part a grant of a portion of equity in lieu of cash bonus as well. The Company reverted to its contractual compensation practices in 2022. The Annual Stock Awards earned for 2023 by the Named Executive Officers totaled $10 million (based on grant date fair value):

  17. Compensation Discussion and Analysis

    (1) The values provided in this column represent the grant date fair value of stock awards granted on February 18, 2024 for 2023 performance. As discussed further below under “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Employees’ Historical Participation in Management’s Contractual Incentive Compensation,” a portion of the Named Executive Officer contractual cash and equity incentive compensation has historically been allocated to non-executive employees. In 2022 and 2023, 44% and 42% of the Named Executive Officer contractual equity compensation, respectively, was granted to non-executive employees (contingent upon time- and performance-based vesting provisions). Other Supplemental Benefits. Our Named Executive Officers are eligible for the following benefits on a similar basis as other eligible employees: •Health, dental and vision insurance; •Vacation and sick days; •Life insurance; •Short-term and long-term disability insurance; and •401(k) plan. Executive Compensation Framework Internal Management. Ladder has a dedicated internal management team that prioritizes our stockholders’ interests. Unlike over 60% of our Business Comparables, who are externally managed REITs, Ladder’s Named Executive Officers and employees are singularly focused on delivering returns for our Ladder stockholders. Their compensation is strongly aligned with this goal, and they are not potentially distracted by individual incentives related to other investment vehicles or business lines. Stockholder Alignment. As of December 31, 2023, our Board is comprised of representatives of 10.7% of Ladder’s Class A common stock, 3.8% of which is represented by members of the Compensation Committee, which, to our knowledge, would effectively make the collective Compensation Committee the fourth largest Ladder stockholder. The Board believes that such ownership fully aligns the members’ interests with their fellow stockholders and that their representation helps to ensure that stockholders’ views are understood by the Company in setting executive compensation. We believe that Mr. Durst, chair of the Compensation Committee, is our sixth largest stockholder, primarily due to his $35 million investment (through family investment vehicles) in Ladder, and Mr. Fishman, who personally invested $7.5 million in Ladder, is among our top 20 stockholders. While Mr. Harris and Ms. McCormack benefit from these compensation arrangements, their significant stock holdings, which far exceed their annual compensation, reinforce their ongoing commitment to act in the best interests of all of Ladder’s stockholders. Mr. Harris, Ladder’s top individual stockholder and third largest stockholder overall, made a personal $25 million investment in the Company, while Ms. McCormack is believed to be among our top 20 stockholders. Among all individual stockholders, Mr. Harris consequentially experiences the largest impact from the fluctuations in our stock performance. No Minimum Payment Guarantees. No minimum payout is guaranteed with respect to annual incentive or equity awards and our Named Executive Officers’ aggregate base salaries are in the bottom third of our Compensation Comparables. The Company’s compensation philosophy is to seek to align the interests of our employees with those of our stockholders. Therefore, our incentive compensation is based on the performance of the Company, as measured by distributable earnings, shareholders’ equity value and market capitalization. If Ladder’s distributable earnings are zero or negative, contractually there would be no annual cash incentive payouts. A decline in stock price not only impacts the substantial purchased, vested and unvested holdings of our fully aligned management team but, subject to our shareholders’ equity value, may also decrease the amount of new Annual Stock Awards available to our Named Executive Officers and other non-executive employees, as described above. This compensation philosophy seeks to ensure that our employees are motivated to create long-term value for our stockholders. We believe that rewarding our Named Executive Officers and employees for positive results, even when they are modest, is better than imposing a penalty for low profits. A bonus that is contingent on a certain threshold of earnings may discourage our employees from taking prudent risks and pursuing innovative opportunities. A bonus that is proportional to earnings, on the other hand, encourages our employees to strive for continuous improvement and excellence in aiming to increase overall earnings, which ultimately benefits our stockholders. Vesting. The Board and Compensation Committee believe that subjecting granted equity interests to vesting is one component of compensation that may encourage our Named Executive Officers to remain with us over the applicable vesting period. The vesting terms that are applicable to the Annual Stock Awards granted to our Named Executive Officers are set forth in the applicable award agreements. For Mr. Miceli and Ms. Porcella, generally, fifty percent of each Annual Stock Award is subject to time-based vesting criteria. The time-vesting portion of the Annual Stock Award vests in three equal installments on each of the first three anniversaries of the date of grant, subject to Mr. Miceli and Ms. Porcella’s continued employment on the applicable vesting date. Mr. Harris’ Annual Stock Awards are fully vested upon grant and the Annual Stock Awards granted to Ms. McCormack and Mr. Perelman are fifty percent vested upon grant as described below in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Retirement Eligibility Vesting.” Fifty percent of the Annual Stock Awards granted to the Named Executive Officers, other than Mr. Harris, generally vests in three equal installments based on the Company’s achievement of the following performance target for each of the three calendar years ending on December 31 following the respective grant date: a pre-tax distributable return on average equity (“pre-tax distributable ROAE”),* based on distributable earnings divided by the Company’s average shareholders’ equity, equal to or greater than 8% for the year (the “Performance Target”). The achievement of the Performance Target is generally determined by our Compensation Committee and the Board in the January or February following the applicable performance year. The Company’s pre-tax distributable return on average equity was 10.9% for 2023. Based on a review of historical performance, specifically focusing on distributable return on average equity of our most analogous Business Comparables, we maintain our belief that the Performance Target remains a rigorous performance metric.

  18. Compensation Discussion and Analysis

    The number of performance-vesting shares of the Annual Stock Award for each of the Named Executive Officers is determined at grant; our Named Executive Officers do not receive any additional shares as a result of exceeding the Performance Target. If the Company misses the Performance Target during either the first or second performance year but meets the Performance Target for a subsequent performance year during the three-year performance period and our pre-tax return on equity for such subsequent year and any years for which we missed our Performance Target equals or exceeds a compound pre-tax return on average equity of 8% (i.e., aggregate simple return on equity of 8% per year), the previously unearned performance-vesting portion of the Annual Stock Award will vest upon the Compensation Committee’s confirmation of such subsequent year’s pre-tax distributable ROAE, subject to the recipient’s continued employment on the last day of each applicable performance year (the “Catch-Up Provision,” together with the Performance Target, the “Performance Criteria”). The Catch-Up Provision is not available for the missed performance during the third performance year and has the effect of requiring the Company to achieve an average 8% return over the full three year performance plan in order to be effective. Therefore, the use of a three-year vesting period for performance shares remains a long-term period for evaluating performance. The Board and the Compensation Committee believe that, in light of the high proportion of our Named Executive Officers’ total compensation that consists of restricted equity compensation, the annual performance periods and ratable vesting appropriately provide our Named Executive Officers with periodic liquidity and the Catch-Up Provision rewards improvements in long-term performance. The Board and Compensation Committee also believe that our existing compensation elements and measures, including annual pre-tax return on average equity as the performance-based vesting measure, align our executive compensation with long-term stockholder value and facilitate executive recruitment and retention. Earnings generated by a company are a clear indication of management’s performance. A company’s stock price, and therefore measures such as total shareholder return, are influenced by many external factors over which management has no control, including market factors, geopolitical events, politics, tax and regulatory changes. *This financial measure is not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). For additional information concerning this non-GAAP financial measure, including a reconciliation to the most comparable GAAP financial measure, please see Annex A to this Proxy Statement. Retirement Eligibility Vesting. Mr. Harris, Ms. McCormack and Mr. Perelman, as co-founders of Ladder, have specially negotiated equity compensation vesting provisions following their respective retirement eligibility dates. Mr. Harris’ Annual Stock Awards are fully vested upon grant, and the Annual Stock Awards granted to Ms. McCormack and Mr. Perelman are fifty percent vested upon grant, with the remaining fifty percent subject to the Performance Criteria. The applicable portion of the co-founder awards are vested upon grant due to the co-founders’: (i) agreement to take the Company public; and (ii) attainment of their applicable retirement eligibility dates set forth in their respective employment agreements. The Company continues to benefit from our co-founders’ experienced leadership under these compensation arrangements. The shares vest upon grant following each co-founder’s retirement eligibility date to address the liquidity needed by each co-founder to satisfy tax obligations and to deter their premature retirement as a means of avoiding share loss. Once these officers achieve retirement eligibility, their time-based shares no longer face a “substantial risk of forfeiture” for tax purposes, requiring Mr. Harris, Ms. McCormack, and Mr. Perelman to pay taxes on those shares. The issuance of fully vested stock facilitates liquidity for these tax payments. This structure, integrating vesting during their tenure with the Company, also removes any incentive for early retirement to expedite share vesting that would otherwise only occur upon actual retirement. While these co-founders have legacy vesting provisions, Mr. Harris, Ms. McCormack, and Mr. Perelman have consistently held significant and increasing equity in the Company since inception. Mr. Harris, as Ladder’s top individual stockholder and third largest stockholder overall, initially personally invested $25 million, and we believe Ms. McCormack is among our top 20 stockholders. Among all individual stockholders, Mr. Harris experiences the largest impact from the fluctuations in our stock performance. The co-founders currently own a combined $102.6 million as of December 31, 2023. Mr. Miceli and Ms. Porcella, comprising two of our five Named Executive Officers, do not have, and future officers will not have, legacy co-founder vesting provisions. In addition, all of our Named Executive Officers are subject to stock ownership guidelines, as described below. Employees’ Historical Participation in Management’s Contractual Incentive Compensation. The Named Executive Officers, with the support of the Board and Compensation Committee, consistently prioritize fostering Company-wide alignment with stockholders and promoting shared success across all organizational levels. Historically, a portion of the Named Executive Officer contractual cash and equity incentive compensation has been allocated to non-executive employees. For 2022 and 2023, the Named Executive Officers collectively received less than the cash incentive compensation designated in the Harris Employment Agreement, despite the Named Executive Officers not receiving any cash incentive compensation for 2020 and 2021. Moreover, the Named Executive Officers have historically received significantly less than their contractual equity compensation. In 2022 and 2023, 44% and 42% of their contractual equity compensation, respectively, was granted to non-executive employees (contingent upon time- and performance-based vesting provisions). Executive Stock Ownership Guidelines. Pursuant to our stock ownership guidelines for our Named Executive Officers, each Named Executive Officer is required to hold an aggregate number of our qualifying shares (vested shares and unvested shares subject to time-based vesting) equal in value to three times (3x) (or five times (5x) for our CEO) the applicable executive officer’s base salary as of the effective date and as determined in accordance with the provisions of such guidelines. Since inception, when Mr. Harris personally invested $25 million in the Company, Ladder has been internally managed with high insider ownership, providing an unparalleled alignment of interest with stockholders. Management and the Board own 11.2% of Ladder as of December 31, 2023. The stock guidelines continue to be meaningfully eclipsed by our co-founders’ historical and actual stock holdings. Comparing the historic aggregate vested and time-based restricted stock holdings of each of our co-founders to their applicable requirements under the Executive Stock Ownership Guidelines, Mr. Harris, who is Ladder’s top individual stockholder and third largest stockholder overall, has averaged ownership of 81x his base salary since Ladder’s IPO. Ms. McCormack, who we believe is among our top 20 stockholders, averages 11x, and Mr. Perelman averages 7x. These co-founders as individuals own more than the majority of institutions that hold our stock. For the current stock holdings of our Named Executive Officers, see “Security Ownership of Certain Beneficial Owners And Management and Related Stockholder Matters.”

  19. Summary Compensation Table

    Summary Compensation Table Under the rules and regulations of the SEC currently applicable to us, each year the “Summary Compensation Table” generally must disclose the salary paid, the annual cash incentive earned by, the equity-based long-term incentive awards granted to, and certain other compensation of, our Named Executive Officers, generally for the three most recently completed fiscal years (except in the case of a new Named Executive Officer). The following table sets forth a summary of the compensation earned by our Named Executive Officers for 2023, 2022 and 2021.

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian Harris | 2023 | 1,000,000 | 5,780,033 | 8,201,000 | 2,910 | 14,983,943 | | Chief Executive Officer | 2022 | 1,000,000 | 4,735,444 | 6,785,000 | 2,910 | 12,523,354 | | | 2021 | 1,000,000 | 9,916,855 | — | 12,054 | 10,928,909 | | Pamela McCormack | 2023 | 750,000 | 2,141,519 | 3,038,500 | 2,910 | 5,932,929 | | President | 2022 | 750,000 | 1,989,085 | 2,819,500 | 2,910 | 5,561,495 | | | 2021 | 750,000 | 4,293,895 | — | 4,572 | 5,048,467 | | Paul J. Miceli (4) | 2023 | 350,000 | 748,497 | 1,062,000 | 1,974 | 2,162,471 | | Chief Financial Officer | 2022 | 350,000 | 679,433 | 973,500 | 1,662 | 2,004,595 | | | 2021 | 343,750 | 1,175,707 | — | 1,800 | 1,521,257 | | Robert Perelman | 2023 | 300,000 | 748,497 | 1,062,000 | 1,857 | 2,112,354 | | Head of Asset Management | 2022 | 300,000 | 597,076 | 855,500 | 1,506 | 1,754,082 | | | 2021 | 300,000 | 1,329,064 | — | 6,891 | 1,635,955 | | Kelly Porcella | 2023 | 218,750 | 613,345 | 870,250 | 1,481 | 1,703,826 | | Chief Administrative Officer and General Counsel | 2022 | 200,000 | 494,130 | 708,000 | 1,004 | 1,403,134 | | | 2021 | 200,000 | 1,329,064 | — | 1,933 | 1,530,997 |

  21. Summary Compensation Table

    (1) Ladder grants equity awards in the year following the performance year that determines their magnitude. For example, the values reported in the compensation tables in this Proxy Statement reflect grants made in 2024 but which relate to 2023 performance. The values provided in this column represent the grant date fair value of stock awards made to the Named Executive Officers with respect to the fiscal years for which they were granted. For a discussion of the assumptions made in the valuation of the stock awards made with respect to fiscal year 2023, see Note 14 to the notes to consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions made in determining grant date fair values in accordance with GAAP. (2) The values provided in this column reflect the annual cash bonuses paid to our Named Executive Officers with respect to the applicable fiscal year. Annual cash bonuses are generally paid no later than February 28 of the calendar year following the calendar year to which such annual cash bonus relates. For the year 2021, our Named Executive Officers did not receive cash bonuses. (3) For 2023, 2022 and 2021, the values provided in this column include group term life insurance coverage and long-term disability coverage that were imputed income to each of our Named Executive Officers, as follows:

  22. Summary Compensation Table

    | Name | Year | Group Term Life Imputed Income ($) | Long Term Disability Imputed Income ($) | | Brian Harris | 2023 | 2,340 | 570 | | | 2022 | 2,340 | 570 | | | 2021 | 11,484 | 570 | | Pamela McCormack | 2023 | 2,340 | 570 | | | 2022 | 2,340 | 570 | | | 2021 | 4,002 | 570 | | Paul J. Miceli | 2023 | 1,404 | 570 | | | 2022 | 1,092 | 570 | | | 2021 | 1,230 | 570 | | Robert Perelman | 2023 | 1,287 | 570 | | | 2022 | 936 | 570 | | | 2021 | 6,321 | 570 | | Kelly Porcella | 2023 | 1,053 | 428 | | | 2022 | 624 | 380 | | | 2021 | 1,410 | 523 |

  23. Summary Compensation Table

    (4) Mr. Miceli became Chief Financial Officer on March 1, 2021.

  24. Grants of Plan-Based Awards During Fiscal Year

    Grants of Plan-Based Awards During Fiscal Year The following table summarizes the plan-based awards that were granted to our Named Executive Officers in the fiscal year ended December 31, 2023 for performance in 2022.

  25. Grants of Plan-Based Awards During Fiscal Year

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target ($)(1)(2) | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(2)(3) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2)(4)(5)(6) | Grant Date Fair Value of Stock and Option Awards ($) (5)(7) | | Brian Harris | — | $6,785,000 | — | — | $— | | | 02/18/2023 | — | — | 408,933 | 4,735,444 | | Pamela McCormack | — | $2,819,500 | — | — | — | | | 02/18/2023 | — | 85,884 | 85,885 | 1,989,085 | | Paul J. Miceli | — | $973,500 | — | — | — | | | 02/18/2023 | — | 58,673 | — | 679,433 | | Robert Perelman | — | $855,500 | — | — | — | | | 02/18/2023 | — | 25,780 | 25,781 | 597,076 | | Kelly Porcella | — | $708,000 | — | — | — | | | 02/18/2023 | — | 42,671 | — | 494,130 |

  26. Grants of Plan-Based Awards During Fiscal Year

    (1) There was no target for non-equity incentive awards for the fiscal year ended December 31, 2023. Annual cash bonuses for Named Executive Officers are discretionary within the 9% contractual requirement in accordance with the guidelines to determine annual cash bonuses (the “Bonus Guidelines”) for our Named Executive Officers as set forth in the Harris Employment Agreement (except that Mr. Harris is contractually entitled to not less than 4.05% of distributable earnings (if any) for each year). (2) There is no threshold or maximum dollar amount for annual cash bonuses and equity incentive plan awards. (3) Amounts reflect the performance-based portion of Annual Stock Awards granted pursuant to the 2014 Omnibus Plan to Named Executive Officers for their performance in 2022, granted in early 2023. For a description of the vesting conditions of performance-based awards, see ““Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” (4) Amounts represent both fully vested and time-based portion of Annual Stock Awards granted in 2023 pursuant to the 2014 Omnibus Plan awarded to our Named Executive Officers for their performance in 2022. (5) No options were granted to the Named Executive Officers in fiscal year 2023. (6) Time-based shares for Mr. Miceli and Ms. Porcella vest ratably on the first, second and third anniversaries of the date of grant, subject to continued employment. (7) Amounts represent the grant date fair value of the award, which is also the fair market value of the shares on the date of grant. No assumptions were used in the calculation of grant date fair value.

  27. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes the total outstanding equity awards as of December 31, 2023, for each Named Executive Officer.

  28. Outstanding Equity Awards at Fiscal Year End

    | Name | Option awards (1) | | | | | Stock awards (1) | | | | | | Number of securities underlying unexercised options (#) exercisable (3) | Number of securities underlying unexercised options (#) unexercisable (2) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) (3) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (4) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Brian Harris | | | | | | | | | | | 2015 Annual Award(5) | 133,736 | — | — | 11.72 | 2/18/26 | — | — | — | — | | 2014 Annual Award(6) | 321,178 | — | — | 16.14 | 2/18/25 | — | — | — | — | | Total | 454,914 | — | — | — | — | — | — | — | — | | Pamela McCormack | | | | | | | | | | | 2022 Annual Award(7) | — | — | — | — | — | 85,884 | 988,525 | — | — | | 2021 Annual Award(8) | — | — | — | — | — | 80,652 | 928,305 | — | — | | 2020 Annual Award(9) | — | — | — | — | — | 40,126 | 461,850 | — | — | | 2015 Annual Award(5) | 11,939 | — | — | 11.87 | 2/18/26 | — | — | — | — | | 2015 Annual Award(5) | 24,186 | — | — | 11.72 | 2/18/26 | — | — | — | — | | 2014 Annual Award(6) | 86,006 | — | — | 16.14 | 2/18/25 | — | — | — | — | | Total | 122,131 | — | — | — | — | 206,662 | 2,378,680 | — | — | | Paul J. Miceli | | | | | | | | | | | 2022 Annual Award(7) | — | — | — | — | — | 58,673 | 675,326 | — | — | | 2021 Annual Award(8) | — | — | — | — | — | 44,164 | 508,328 | — | — | | 2020 Annual Award(9) | — | — | — | — | — | 9,172 | 105,570 | — | — | | Total | — | — | — | — | — | 112,009 | 1,289,224 | — | — | | Robert Perelman | | | | | | | | | | | 2022 Annual Award(7) | — | — | — | — | — | 25,780 | 296,728 | — | — | | 2021 Annual Award(8) | — | — | — | — | — | 24,964 | 287,336 | — | — | | 2020 Annual Award(9) | — | — | — | — | — | 10,891 | 125,355 | — | — | | 2015 Annual Award(5) | 4,681 | — | — | 11.87 | 2/18/26 | — | — | — | — | | 2015 Annual Award(5) | 9,486 | — | — | 11.72 | 2/18/26 | — | — | — | — | | 2014 Annual Award(6) | 32,576 | — | — | 16.14 | 2/18/25 | — | — | — | — | | Total | 46,743 | — | — | — | — | 61,635 | 709,419 | — | — | | Kelly Porcella | | | | | | | | | | | 2022 Annual Award(7) | — | — | — | — | — | 42,671 | 491,143 | — | — | | 2021 Annual Award(8) | — | — | — | — | — | 49,928 | 574,671 | — | — | | 2020 Annual Award(9) | — | — | — | — | — | 22,928 | 263,901 | — | — | | Total | — | — | — | — | — | 115,527 | 1,329,715 | — | — |

  29. Outstanding Equity Awards at Fiscal Year End

    (1) All share-based awards granted after the 2023 Annual Meeting were granted pursuant to the 2023 Omnibus Incentive Plan. Prior to the 2023 Annual Meeting, all share-based awards were granted pursuant to the 2014 Omnibus Incentive Plan. (2) As of December 31, 2023, all annual option awards (“Annual Option Awards”) granted to the Named Executive Officers were fully vested. (3) The 2014 Omnibus Incentive Plan provided for the equitable adjustment of outstanding awards upon the occurrence of certain events, including an extraordinary dividend, in order to preserve the intrinsic value of such awards. The Compensation Committee, which holds the authority to administer and interpret the plan, determined it was necessary and appropriate, and in the best interests of the Company and its stockholders, to equitably adjust the outstanding stock option and restricted stock awards in respect of an extraordinary dividend paid in the fourth quarter of 2015 and to increase the number of shares available under the plan to reflect the equitable adjustment of the stock options and restricted stock. The exercise price of the stock options was correspondingly equitably adjusted to reflect the additional shares. Such equitable adjustment is reflected in the table above. Also reflected in the table is an equitable adjustment made to outstanding options in the first quarter of 2019 in connection with the Company’s stock dividend paid on January 24, 2019. (4) This value represents the product of the closing market price of the Company’s Class A common stock on December 29, 2023 of $11.51 per share and the number of unvested restricted Stock Awards held by each Named Executive Officer, assuming the vesting of shares subject to both time-based vesting and the Performance Criteria described above under “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” (5) In connection with 2015 performance, certain Named Executive Officers were granted Annual Option Awards on February 18, 2016, which vested in three equal installments on February 18 of each of 2017, 2018 and 2019. These amounts reflect adjustments made to prevent dilution of the value of the Option Award upon the distribution of special stock dividends. (6) These are Annual Option Awards granted in 2015 based on 2014 performance. The description of the provisions for the 2015 Annual Option Awards in Footnote (5) apply to the 2014 Annual Option Awards as well, with the vesting of the 2014 Annual Option Awards having occurred in 2016, 2017 and 2018. (7) These are Annual Stock Awards granted in 2023 based on 2022 performance. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting” for a description of the vesting conditions of these awards. Mr. Harris’ award fully vested upon grant and the time-based portions of Ms. McCormack and Mr. Perelman’s respective Awards fully vested upon grant in accordance with the terms of their respective Employment Agreements. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Retirement Eligibility Vesting.” Accordingly such awards are not shown above as they were not outstanding on December 31, 2023. (8) These are Annual Stock Awards granted in 2022 based on 2021 performance. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting” for a description of the vesting conditions of these awards. Mr. Harris’ award fully vested upon grant and the time-based portions of Ms. McCormack and Mr. Perelman’s respective Awards fully vested upon grant in accordance with the terms of their respective Employment Agreements. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Retirement Eligibility Vesting.” Accordingly such awards are not shown above as they were not outstanding on December 31, 2023. (9) These are Annual Stock Awards granted on December 17, 2020 (for Mr. Miceli, on January 1, 2021), based on 2020 performance. Mr. Harris’ award fully vested upon grant in accordance with the terms of his Employment Agreement. As a result of the Compensation Committee’s use of discretion and the Retirement Eligibility of Ms. McCormack and Mr. Perelman, approximately 2/3 of the awards to these officers were fully vested at grant. The other 1/3 of incentive equity granted to Ms. McCormack and Mr. Perelman is restricted stock subject to the Performance Criteria described above under “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” Approximately 1/3 of the respective awards to Ms. Porcella and Mr. Miceli were fully vested, with another 1/3 of the awards subject to time-based vesting criteria, and the remaining 1/3 subject to the Performance Criteria.

  30. Options Exercised and Stock Vested in Fiscal Year

    Options Exercised and Stock Vested in Fiscal Year The following table summarizes the options exercised and stock vested in the fiscal year ended December 31, 2023, for each Named Executive Officer.

  31. Options Exercised and Stock Vested in Fiscal Year

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Brian Harris | N/A | N/A | 408,933 | 4,735,444 | | Pamela McCormack | N/A | N/A | 185,927 | 2,103,014 | | Paul J. Miceli | N/A | N/A | 33,928 | 384,404 | | Robert Perelman | N/A | N/A | 54,274 | 614,246 | | Kelly Porcella | N/A | N/A | 57,065 | 646,547 |

  32. Options Exercised and Stock Vested in Fiscal Year

    (1) In accordance with the Harris Employment Agreement, Mr. Harris’ Annual Stock Award was fully vested at grant. As a result of Ms. McCormack’s and Mr. Perelman’s Retirement Eligibility, one-half of their respective awards was fully vested at grant. For a description of the vesting conditions of the Annual Stock Awards to the Named Executive Officers other than Mr. Harris, see “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” (2) Represents the fair market value on the vesting date (closing price of shares on the vesting date multiplied by the number of shares that vested on that date).

  33. Pension Benefits

    Pension Benefits We do not provide pension benefits to our Named Executive Officers.

  34. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not provide a defined contribution plan for the deferral of compensation by our Named Executive Officers on a basis that is not tax-qualified during the fiscal year ended December 31, 2023.

  35. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Cash Severance Pursuant to Employment Agreements Brian Harris. Pursuant to the Harris Employment Agreement, upon a termination by LCF without cause or by Mr. Harris for good reason (in each case as defined in the agreement), subject to Mr. Harris’ execution of a release of claims in favor of LCF and its affiliates, he will be entitled to receive (i) cash severance equal to the greater of $10,000,000 or two times the sum of Mr. Harris’ annual base salary in effect at the time of termination and the average of the annual cash bonuses paid to him with respect to the two calendar years immediately preceding his termination (the “Harris Cash Severance”), 50% of which will be payable in a lump sum and 50% of which will be payable in twelve equal monthly installments, (ii) a prorated portion of Mr. Harris’ minimum annual cash bonus for the year in which such termination occurs, payable at the same time that performance bonuses for such calendar year are paid to our other senior executives, (iii) a prorated portion of Mr. Harris’ minimum annual equity incentive award for the year in which such termination occurs, payable at the same time as comparable equity incentives for such calendar year are granted to our other senior executives (with such prorated portion being fully vested as of the date of grant), and (iv) subject to Mr. Harris’ timely election and continued eligibility, reimbursements for continued health care for up to two years immediately following Mr. Harris’ termination (as allowed by law). If Mr. Harris’ termination occurs within one year of a change in control (as defined in the 2014 Omnibus Incentive Plan) or if, as of the date of Mr. Harris’ termination, the Company has previously entered into a definitive binding agreement with a buyer that would result in a change in control and such definitive binding agreement remains in effect, then all of the Harris Cash Severance will be payable in a lump sum, as permitted by law. Pamela McCormack. Pursuant to the Amended McCormack Employment Agreement, upon a termination without cause by us or a termination for good reason by her (in each case as defined in the agreement), subject to Ms. McCormack’s execution of a release of claims in favor of LCF and its affiliates, Ms. McCormack would be entitled to receive (i) cash severance equal to one and a half times the sum of her annual base salary in effect at the time of termination and the average of her annual cash bonuses with respect to the two calendar years immediately preceding her termination (the “McCormack Cash Severance”), 50% of which will be payable in a lump sum and 50% of which will be payable in twelve equal monthly installments, (ii) a prorated portion of Ms. McCormack’s target annual cash bonus for the year in which such termination occurs (the “Prorated Bonus”), as reasonably determined by Mr. Harris in his capacity as our CEO, based on our performance as of Ms. McCormack’s termination date, or if Mr. Harris is no longer our CEO at the time of Ms. McCormack’s termination, then a prorated portion of the greater of 1.2% or the amount (expressed as a percentage) equal to the average of the percentage of distributable earnings represented by Ms. McCormack’s annual cash bonus for each of the most recent two calendar years for which Ms. McCormack has been paid a year-end bonus prior to Mr. Harris’ transition from his position as CEO, payable at the same time performance bonuses for such calendar year are paid to our other senior executives , (iii) a prorated portion of the amount of Ms. McCormack’s target annual equity incentive grant for the year in which such termination occurs, as reasonably determined by Mr. Harris in his capacity as our CEO, based on our performance as of Ms. McCormack’s termination date relative to the hurdles set, or if Mr. Harris is no longer our CEO at the time of Ms. McCormack’s termination, then a prorated portion of a value equal to not less than the greater of $1,700,000 or the average of the value (at the time of grant) of the Annual Equity Incentive Grant granted to Ms. McCormack for each of the two most recent calendar years for which Ms. McCormack was granted an annual equity incentive grant prior to Mr. Harris’ transition from his position as CEO, payable at the same time performance bonuses for such calendar year are paid to our other senior executives (with such prorated portion being fully vested as of the date of grant), and (iv) subject to Ms. McCormack’s timely election and continued eligibility, reimbursements for continued health care for up to eighteen months immediately following Ms. McCormack’s termination. If Ms. McCormack’s termination occurs within one year of a change in control (as defined in the 2014 Omnibus Incentive Plan) or if, as of the date of Ms. McCormack’s termination, the Company has previously entered into a definitive binding agreement with a buyer that would result in a change in control and such definitive binding agreement remains in effect, then all of the McCormack Cash Severance will be payable in a lump sum, as permitted by law. Paul J. Miceli. The provisions governing potential payments upon termination or change in control (as defined in the 2023 Omnibus Incentive Plan) for Mr. Miceli are the same as those contained in the Perelman Agreement (discussed below). Robert Perelman. Pursuant to the Perelman Employment Agreement, upon a termination by LCF without cause or by Mr. Perelman for good reason (in each case as defined in the agreement), subject to Mr. Perelman’s execution of a release of claims in favor of LCF and its affiliates, Mr. Perelman will be entitled to receive (i) cash severance equal to the lesser of $1,000,000 and the sum of Mr. Perelman’s annual base salary in effect at the time of termination and the average of Mr. Perelman’s annual cash bonuses with respect to the two calendar years immediately preceding his termination (the “Perelman Cash Severance”), 50% of which will be payable in a lump sum and 50% of which will be payable in twelve equal monthly installments, (ii) a prorated portion of Mr. Perelman’s target annual cash bonus for the year in which such termination occurs (the “Prorated Bonus”), based on our performance as of Mr. Perelman’s termination date as determined by our Compensation Committee, in consultation with our CEO, payable at the same time performance bonuses for such calendar year are paid to our other senior executives (provided that such Prorated Bonus, together with the Perelman Cash Severance, cannot exceed $1,000,000), and (iii) reimbursements for continued health care for up to three months (or six months, if LCF elects to extend the post-termination non-competition period applicable to Mr. Perelman) immediately following Mr. Perelman’s termination. If Mr. Perelman’s termination occurs within one year of a change in control (as defined in the 2014 Omnibus Incentive Plan) or if, as of the date of Mr. Perelman’s termination, the Company has previously entered into a definitive binding agreement with a buyer that would result in a change in control and such definitive binding agreement remains in effect, then all of the Perelman Cash Severance will be payable in a lump sum, as permitted by law. Kelly Porcella. The provisions governing potential payments upon termination or change in control (as defined in the 2023 Omnibus Incentive Plan) for Ms. Porcella are the same as those contained in the Perelman Agreement. Cash Severance in Light of No Cash Bonus in 2022. As the Named Executive Officers forewent cash bonuses in 2022, earned for 2021, the Board approved the use of the amount of such Officers’ 2022 Annual Stock Awards in the Named Executive Officer severance calculations in lieu of their $0 cash bonuses. Equity Acceleration

  36. Potential Payments upon Termination or Change in Control

    Annual Incentive Equity Awards. With respect to the Annual Stock Awards granted to our Named Executive Officers, with the exception of Mr. Harris, upon a termination of employment or service due to death, disability, termination by us without cause or termination by the Named Executive Officer for good reason (each, as defined in their employment agreements), the unvested performance-vesting portion of the Annual Stock Awards will remain outstanding for the performance period and will vest to the extent we meet the Performance Criteria. In accordance with the terms of the Harris Employment Agreement, all Annual Stock Awards granted to Mr. Harris are fully vested at grant. Upon a change in control (as defined in the 2014 and 2023 Omnibus Incentive Plans), any unvested portion of the Annual Stock Awards granted to each of our Named Executive Officers will become fully vested, so long as the Named Executive Officer has not incurred a termination prior to such change in control. Our Compensation Committee retains the right, in its sole discretion, to provide for the accelerated vesting (in whole or in part) of the Annual Stock Awards. Historical Incentive Equity Awards. Pursuant to Ms. Porcella’s Annual Stock Award agreements executed prior to her employment agreement, upon a termination without cause by the Company, the time-based shares that would have vested in the annual vesting cycle immediately following her termination would accelerate and vest on her termination date. Any outstanding performance-based shares that are eligible to vest with respect to the performance year immediately prior to the February 18 following such termination shall remain eligible to vest (and be forfeited) in accordance with the Performance Criteria described in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” All other unvested shares would be forfeited. Upon a termination due to death or disability, all of Ms. Porcella’s unvested stock would accelerate and fully vest. For Ms. Porcella, if a termination without cause occurs within six months of a change in control, upon such termination, Ms. Porcella’s unvested time-based stock subject to her pre-employment agreement Annual Stock Award agreements would accelerate and vest in full, and the unvested performance-vesting portion of the Annual Stock Awards will remain outstanding and eligible to vest in accordance with the Performance Criteria described in “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Vesting.” Our Compensation Committee retains the right, in its sole discretion, to provide for the accelerated vesting (in whole or in part) of these historical Annual Stock Awards.

  37. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2023: •The median of the annual total compensation of all employees of the Company (other than our CEO), was $366,596; and the annual total compensation of Mr. Harris, our CEO, was $14,983,943. •Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 41 to 1. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: •As of December 31, 2023, our employee population consisted of 59 employees. •To find the median of the annual total compensation of our employees (other than our CEO), we used each employee’s annualized year end base salary, cash bonus earned for 2023, overtime payments, sign-on bonuses and the grant date fair value of equity compensation granted in 2024 for 2023 performance. In making this determination, we annualized base salaries for full-time permanent employees who were employed on December 31, 2023, but did not work for us for the entire year. •We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. •After identifying the median employee, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $366,596, which includes group term life insurance coverage and long-term disability coverage imputed as income to all employees, to be consistent with the CEO annual total compensation described in the next sentence. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table in this Proxy Statement, which is also in accordance with the requirements of Item 402(c)(2)(x). The Company’s CEO pay ratio disclosure may not provide a useful comparison of the Company to its peers because of the flexibility that each company is permitted in determining its ratio.

  38. Pay vs. Performance

    Pay vs. Performance In accordance with the requirements of Item 402(v) of Regulation S-K, the following tables and graphs and accompanying footnotes and discussion provide information required by the SEC regarding executive compensation and measures of Company performance in the last three fiscal years. Except if expressly stated, the information presented below was not considered in structuring our executive compensation program for the years presented; the Compensation Discussion and Analysis set forth above describes the considerations utilized in the compensation program for our Named Executive Officers. The amount of compensation “actually paid” set forth in the initial table is calculated in the manner set forth in the regulation and in certain cases may not reflect amounts realized with respect to the covered compensation. For the purposes of calculating the amount of compensation “actually paid” in the pay versus performance table and accompanying disclosures, equity awards granted to the Named Executive Officers have been treated as having been granted in the year in which the grant date fair value for such award was reported in the Summary Compensation Table. For the purpose of all calculations, performance-based stock awards are considered unvested at December 31 of their relevant year due to pending Compensation Committee certification of the applicable year’s ROE. These shares vest upon and subject to such confirmation. Tabular Disclosure

  39. Pay vs. Performance

    | Year | Summary Compensation Table Total for CEO | Compensation “Actually Paid” to CEO (1) | Average Summary Compensation Table Total for Other NEOs | Average Compensation “Actually Paid” to Other NEOs(2) | Value of Initial Fixed $100 Investment on December 31, 2019 Based On: | | Net Income | Distributable Earnings(4) “Company-Selected Measure” | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($ in ‘000) | ($ in ‘000) | | 2023 | 14,983,943 | 14,983,943 | 2,977,895 | 4,628,808 | 83.4 | 77.7 | 100,501 | 167,727 | | 2022 | 12,523,354 | 12,523,354 | 2,680,827 | 2,509,977 | 70.2 | 71.2 | 165,305 | 148,399 | | 2021 | 10,928,909 | 10,928,909 | 1,980,281 | 2,237,640 | 76.1 | 88.7 | 56,893 | 61,340 | | 2020 | 10,034,690 | 10,034,690 | 2,062,914 | 1,587,399 | 59.4 | 76.6 | (9,458) | 51,318 |

  40. Pay vs. Performance

    (1) See “—Compensation “Actually Paid” to the CEO” for amounts deducted and added to the total compensation of the CEO to determine the amount of compensation “actually paid.” (2) See “—Average Compensation “Actually Paid” to Other NEOs” for amounts deducted and added to the average compensation of the Named Executive Officers other than the CEO, to determine the average amount of compensation “actually paid.” (3) Cumulative annual total returns for the Bloomberg REIT Mortgage Index. The Total Shareholder Return (“TSR”) for 2020 represents the one-year TSR, the TSR for 2021 represents the two-year TSR, the TSR for 2022 represents the three-year TSR, and the TSR for 2023 represents the cumulative TSR for the entire four years covered in the table. Assumes reinvestment of dividends. (4) This financial measure is not calculated in accordance with GAAP. For additional information concerning this non-GAAP financial measure, including a reconciliation to the most comparable GAAP financial measure, please see Annex A to this Proxy Statement. Compensation “Actually Paid” to the CEO The table below details the adjustments made to the totals in the Summary Compensation Table to calculate compensation “actually paid” to the CEO:

  41. Pay vs. Performance

    | Year | Reported Summary Compensation Table Total ($) | Reduced by Reported Value of Equity Awards ($)(a) | Increased by Equity Award Adjustments ($)(b)(c) | Compensation “Actually Paid” to CEO ($)(d) | | 2023 | 14,983,943 | 5,780,033 | 5,780,033 | 14,983,943 | | 2022 | 12,523,354 | 4,735,444 | 4,735,444 | 12,523,354 | | 2021 | 10,928,909 | 9,916,855 | 9,916,855 | 10,928,909 | | 2020 | 10,034,690 | 9,022,363 | 9,022,363 | 10,034,690 |

  42. Pay vs. Performance

    (a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the grant date fair value of equity awards in respect to the applicable performance year as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year; (ii) the amount of change in fair value of any equity awards granted in the applicable year (from the grant date) that are outstanding and unvested as of the end of the applicable year; (iii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards reported as granted in prior years that are outstanding and unvested as of the applicable year; (iv) for awards reported as granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards reported as granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year that are not otherwise reflected in the fair value of such award of such award or included in any other component of total compensation for the applicable year. (c) No amounts were deducted or added in calculating the equity award adjustments for our CEO as these awards were vested at grant. (d) The Company does not provide pension benefits, so no adjustments were made in respect of pensions. Average Compensation “Actually Paid” to Other NEOs The table below details the adjustments made to the averages in the Summary Compensation Table to calculate average compensation “actually paid” to the other NEOs:

  43. Pay vs. Performance

    | Year (a) | Reported Summary Compensation Table Average ($) | Reduced by Reported Average Value of Equity Awards ($)(b) | Increased by Average Equity Award Adjustments ($)(c) | Average Compensation “Actually Paid” to Other NEOs ($)(d) | | 2023 | 2,977,895 | 1,062,965 | 1,310,455 | 4,628,808 | | 2022 | 2,680,827 | 939,931 | 769,082 | 2,509,977 | | 2021 | 1,980,281 | 1,625,546 | 1,882,905 | 2,237,640 | | 2020 | 2,062,914 | 1,631,211 | 1,155,695 | 1,587,399 |

  44. Pay vs. Performance

    (a) The Named Executive Officers for 2023 and 2022 are Messrs. Harris, Miceli and Perelman and Mses. McCormack and Porcella. Paul J. Miceli became Chief Financial Officer on March 1, 2021. The Named Executive Officers for 2021 were Messrs. Harris, Fox, Miceli and Perelman and Mses. McCormack and Porcella. The table reflects both Mr. Miceli and Mr. Fox’s actual compensation for 2021, neither of which have been annualized. The Named Executive Officers for 2020 were Messrs. Harris, Fox and Perelman and Mses. McCormack and Porcella. (b) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. (c) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the grant date fair value of equity awards in respect to the applicable performance year as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year; (ii) the amount of change in fair value of any equity awards granted in the applicable year (from the grant date) that are outstanding and unvested as of the end of the applicable year; (iii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards reported as granted in prior years that are outstanding and unvested as of the applicable year; (iv) for awards reported as granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards reported as granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year that are not otherwise reflected in the fair value of such award of such award or included in any other component of total compensation for the applicable year. (d) The Company does not provide pension benefits, so no adjustments were made in respect of the same. Description of the Relationship between Pay and Performance

  45. Director Compensation

    Director Compensation The following table shows the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2023. As CEO and President, respectively, Mr. Harris’ and Ms. McCormack’s compensation is shown in the table entitled “2023 Summary Compensation Table” and the related tables that follow; they did not receive any additional compensation with respect to their service on the Board.

  46. Director Compensation Table for the Year Ended December 31, 2023

    Director Compensation Table for the Year Ended December 31, 2023

  47. Director Compensation Table for the Year Ended December 31, 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Alan Fishman | 300,000 | 76,066 | 376,066 | | Mark Alexander | 115,000 | 76,066 | 191,066 | | Douglas Durst | 125,000 | 76,066 | 201,066 | | Jeffrey Steiner | 100,000 | 76,066 | 176,066 | | David Weiner | 100,000 | 76,066 | 176,066 |

  48. Director Compensation Table for the Year Ended December 31, 2023

    (1) Represents the grant date fair value of the award, computed in accordance with GAAP, which is also the fair market value of the shares on the date of grant. No assumptions were used in the calculation of grant date fair value. Narrative Disclosure Regarding Director Compensation Table Director Annual Cash Compensation. LCF entered into a director agreement with Mr. Fishman, dated September 22, 2008, which provides Mr. Fishman with a $300,000 fee per year for being our Non-Executive Chairperson. The director agreement may terminate upon written notice of termination by Mr. Fishman or the Board or upon sale of the Company. Pursuant to our Non-Employee Director Compensation Policy (the “Director Compensation Policy”), each of Messrs. Alexander, Durst, Steiner and Weiner receive cash payments totaling $100,000 per year for service on our Board, payable in monthly installments in the calendar month immediately following each completed month of service (or a prorated portion for any partial month of service). Additionally, per the Director Compensation Policy, our non-employee directors may receive $15,000 annually for service as a chairperson of our Audit Committee or Compensation Committee and $10,000 for service as a chairperson of our Nominating and Corporate Governance Committee. Director Annual Stock Awards. Per the Director Compensation Policy, on February 18, 2023, we granted restricted shares of our Class A common stock, pursuant to the 2014 Omnibus Incentive Plan (the “Director Annual Stock Awards”), to Messrs. Fishman, Alexander, Durst, Steiner, and Weiner each with a grant date fair value of $75,328, representing 6,505 shares each, all of which were unvested as of December 31, 2023. The Director Annual Stock Awards vest in full on the one-year anniversary of the date of grant or upon a change in control of the Company, subject to continued service on our Board. Non-Employee Director Stock Ownership Guidelines In order to further align their interests with the long-term interests of stockholders and further promote the Company’s commitment to sound corporate governance, all non-employee directors who serve in their individual capacity are subject to stock ownership guidelines for as long as they continue to serve as directors of the Company. Subject to the terms of those guidelines, first adopted in 2017, non-employee directors are required to hold a number of vested shares equal to the greater of (x) $225,000 or (y) three (3) times the value of the director’s annual Board retainer for that year (not including any additional retainers received for committee service). All of our non-employee directors satisfied the terms of the guidelines as of the date of this Proxy Statement. Directors are also subject to the prohibition on transactions involving a derivative security as described above under “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Compensation.”

  49. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The Board has nominated Mr. Durst and Mr. Steiner for the reasons more fully described in “Directors, Executive Officers and Corporate Governance—Nominees for Election to the Board” to serve as directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s nominees. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF DOUGLAS DURST AND JEFFREY STEINER TO THE BOARD OF DIRECTORS.