DEF 14A of Ladder Capital Corp
Filed Apr 21, 2025 · FY20240001577670-25-000015
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” Proposals 1 and 2. As of the Record Date, the directors and executive officers owned, in the aggregate, 15,230,920 shares of Class A common stock entitled to vote at the Annual Meeting.
Nominees for Election to the Board
Nominees for Election to the Board Identified below are the nominees for election as directors. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than those 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 2028 annual meeting of stockholders and each respective successor is duly elected and qualified.
Nominees for Election to the Board
| Name | Age as of the Annual Meeting | Position with the Company | | Alan H. Fishman | 79 | Non-Executive Chairperson of the Board | | Pamela McCormack | 54 | President and Director | | David Weiner | 64 | Director |
Nominees for Election to the Board
The Board and its Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of Mr. Fishman, Ms. McCormack and Mr. Weiner provide the Company with business acumen and a broad range of perspectives to help effectively address the Company’s evolving needs and represent the best interests of the Company’s stockholders. The explanations in this section 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.
Alan H. Fishman
Alan H. Fishman Nomination. The Board recommends that stockholders vote for the election of Alan H. Fishman. Mr. Fishman has served as the independent Non-Executive Chairperson of the Board since Ladder’s inception, bringing decades of leadership experience in financial services, risk management and corporate governance. Mr. Fishman also serves as a member of the Audit and Compensation Committees and as Chairperson of the Risk and Underwriting Committee. As a significant stockholder with a $7.5 million personal investment at Ladder’s inception and ownership of approximately one percent (1%) of the Company’s Class A common stock, Mr. Fishman’s interests are aligned with those of his fellow stockholders. The Board believes that his deep knowledge of Ladder’s business and the commercial real estate industry helps ensure the Board focuses on the critical issues and opportunities impacting the Company and its stockholders. As Non-Executive Chairperson, Mr. Fishman oversees and facilitates the effective functioning of the Board by chairing meetings, guiding strategic discussions, and fostering active director participation. He presides over executive sessions of the independent directors and maintains strong communication between the Board and management to help ensure alignment on key opportunities, risks, and strategic priorities. His leadership has been instrumental in navigating Ladder through complex challenges, including the unprecedented disruptions of the COVID-19 pandemic and the evolving dynamics of the commercial real estate market. As a member of the Audit Committee, Mr. Fishman plays a critical role in overseeing financial reporting, internal controls, and compliance, helping to ensure that the Company maintains a robust governance framework. Additionally, as a member of the Compensation Committee, and in collaboration with Mr. Durst and Mr. Steiner, Mr. Fishman has played a significant role in developing a compensation strategy that aligns the performance and dedication of our management team and employees with stockholder value. Biography. Mr. Fishman is Non-Executive Chairperson of the Board of Directors of Ladder. Mr. Fishman was initially 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.
Pamela McCormack
Pamela McCormack Nomination. The Board recommends that stockholders vote for the election of Pamela McCormack. Ms. McCormack’s distinguished career as a commercial real estate executive, attorney, and co-founder of Ladder, combined with her extensive expertise in business operations and capital management, makes her a valuable member of the Board. Ms. McCormack was initially appointed a director of Ladder in June 2019. Since co-founding Ladder in 2008, she has been instrumental in transforming the Company from a private equity-backed startup into a publicly traded real estate investment trust. Her leadership has been pivotal in navigating challenges such as the COVID-19 pandemic and advancing Ladder toward potential investment-grade ratings, including both a $500 million senior notes offering and an $850 million revolving credit facility in 2024 that further enhanced Ladder’s financial position. Ms. McCormack is also among our top 25 stockholders, with holdings valued at approximately $11.2 million. As President of Ladder since 2017, Ms. McCormack oversees a national, middle-market-focused direct origination platform and serves on Ladder's Investment Committee. She manages a broad array of operational and strategic functions, including risk management, asset management, financing, legal, compliance, human resources, and investor relations. With a legal background as a licensed attorney and significant public company executive experience, Ms. McCormack brings critical insights that help align Ladder’s performance with stockholder value. Her holistic approach to business management and corporate culture further underscores her value to the Board. Biography. 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 Dillon Read Capital Management (“DRCM”), a wholly-owned subsidiary of UBS AG, 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 over 28 years of experience in commercial real estate finance.
David Weiner
David Weiner Nomination. The Board recommends that stockholders vote for the election of David Weiner. Mr. Weiner brings to the Board over 30 years of investment industry experience and deep expertise in capital management, investment markets, regulatory compliance, and risk management. His extensive background positions him as an important member of the Board, offering valuable insights to Ladder as both a capital provider and participant in equity and debt capital markets. Mr. Weiner was initially appointed a director of Ladder in June 2019 and serves on the Audit Committee. From his distinguished career at leading institutions such as Stifel, RBC Capital Markets, Lazard Freres, UBS, Deutsche Bank, and Lehman Brothers, Mr. Weiner offers decades of experience managing investor funds and equity derivatives, seeking to optimize risk-adjusted returns while navigating complex investment environments. His roles as Managing Director at RBC, where he led the equity swap desk and marketed equity derivatives, U.S. Head of Derivatives at CALFP, a joint venture between Credit Agricole Bank and Lazard, and founder of Chrome Capital Management LLC (“Chrome”), a registered investment advisor, highlight his understanding of financial markets, regulatory compliance, financial data and investment trend analysis, and business operations. Biography. 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. 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. 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.
Directors
Directors The following sets forth information regarding our current Board. Biographical information pertaining to Mr. Fishman, Ms. McCormack and Mr. Weiner, 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.”
Directors
| Name | Age as of the Annual Meeting | Position with the Company | | Brian Harris | 64 | Chief Executive Officer and Director | | Mark Alexander | 63 | Director | | Douglas Durst | 80 | Director | | Jeffrey Steiner | 71 | Director |
Directors
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 six percent (6%) 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 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 DRCM, 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 initially appointed a director of Ladder in June 2015. Mr. Alexander is Chief Information, Technology and Operations Officer at Rockefeller Capital Management, a privately-owned financial services firm offering global family office, asset management and investment banking services to high-net-worth and 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. Douglas Durst. 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. 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 advocate 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. Although Mr. Durst received support of 44% of the votes cast at our 2024 Annual Meeting, the Company did not receive any negative feedback regarding Mr. Durst’s qualifications for his role. We understand that the vote may have been influenced, in part, by stockholder perspectives on broader aspects of the Company’s corporate governance and executive compensation, which reflect collective Board decisions rather than Mr. Durst’s individual actions. Considerations communicated to us included the structure and composition of the Board, particularly our classified board and investors’ board diversity guidelines, as well as responses to past “say on pay” and “say on frequency” votes. The Board continues to believe that Mr. Durst’s extensive experience as a real estate developer, coupled with his strategic acumen with regard to both Ladder’s business and risk 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 fifth largest stockholder, aligning his interests with those of fellow stockholders and the overall success of the company.
Directors
Jeffrey Steiner. Mr. Steiner was initially appointed a director in July 2018 and currently serves on our Compensation Committee. 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. The compensation program for our non-employee directors is described below under “Executive Compensation—Director Compensation.”
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 2024, 2023 and 2022.
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 | 2024 | 1,000,000 | 6,580,127 | 7,928,305 | 2,910 | 15,511,342 | | Chief Executive Officer | 2023 | 1,000,000 | 5,780,033 | 8,201,000 | 2,910 | 14,983,943 | | | 2022 | 1,000,000 | 4,735,444 | 6,785,000 | 2,910 | 12,523,354 | | Pamela McCormack | 2024 | 750,000 | 2,348,579 | 2,965,854 | 214,187 | 6,278,620 | | President | 2023 | 750,000 | 2,141,519 | 3,038,500 | 2,910 | 5,932,929 | | | 2022 | 750,000 | 1,989,085 | 2,819,500 | 2,910 | 5,561,495 | | Paul J. Miceli | 2024 | 350,000 | 824,515 | 1,077,600 | 84,501 | 2,336,616 | | Chief Financial Officer | 2023 | 350,000 | 748,497 | 1,062,000 | 1,974 | 2,162,471 | | | 2022 | 350,000 | 679,433 | 973,500 | 1,662 | 2,004,595 | | Robert Perelman | 2024 | 300,000 | 846,870 | 1,105,300 | 63,779 | 2,315,949 | | Head of Asset Management | 2023 | 300,000 | 748,497 | 1,062,000 | 1,857 | 2,112,354 | | | 2022 | 300,000 | 597,076 | 855,500 | 1,506 | 1,754,082 | | Kelly Porcella | 2024 | 225,000 | 645,659 | 856,000 | 125,132 | 1,851,791 | | Chief Administrative Officer and General Counsel | 2023 | 218,750 | 613,345 | 870,250 | 1,481 | 1,703,826 | | | 2022 | 200,000 | 494,130 | 708,000 | 1,004 | 1,403,134 |
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 2025 but which relate to 2024 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 2024, 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, 2024 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. (3) For 2024, 2023 and 2022, 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 Officer. For 2024, the values also include cash dividends that accrued on restricted stock that were paid upon the vesting of the associated shares, as follows:
Summary Compensation Table
| Name | Year | Group Term Life Imputed Income ($) | Long Term Disability Imputed Income ($) | Accrued Cash Dividends Paid at Vesting of Restricted Stock ($) | | Brian Harris | 2024 | 2,340 | 570 | — | | | 2023 | 2,340 | 570 | | | | 2022 | 2,340 | 570 | | | Pamela McCormack | 2024 | 2,340 | 570 | 211,277 | | | 2023 | 2,340 | 570 | | | | 2022 | 2,340 | 570 | | | Paul J. Miceli | 2024 | 2,340 | 570 | 81,591 | | | 2023 | 1,404 | 570 | | | | 2022 | 1,092 | 570 | | | Robert Perelman | 2024 | 2,340 | 570 | 60,869 | | | 2023 | 1,287 | 570 | | | | 2022 | 936 | 570 | | | Kelly Porcella | 2024 | 2,340 | 570 | 122,222 | | | 2023 | 1,053 | 428 | | | | 2022 | 624 | 380 | |
Grants of Plan-Based Awards During Fiscal Year
Grants of Plan-Based Awards During Fiscal Year The following table summarizes the plan-based awards that were granted to our Named Executive Officers in the fiscal year ended December 31, 2024 for performance in 2023 .
Grants of Plan-Based Awards During Fiscal Year
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target ($)(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 | — | $8,201,000 | — | — | $— | | | 02/18/2024 | — | — | 540,190 | 5,780,033 | | Pamela McCormack | — | $3,038,500 | — | — | — | | | 02/18/2024 | — | 100,071 | 100,071 | 2,141,519 | | Paul J. Miceli | — | $1,062,000 | — | — | — | | | 02/18/2024 | — | 69,953 | — | 748,497 | | Robert Perelman | — | $1,062,000 | — | — | — | | | 02/18/2024 | — | 34,977 | 34,976 | 748,497 | | Kelly Porcella | — | $870,250 | — | — | — | | | 02/18/2024 | — | 57,322 | — | 613,345 |
Grants of Plan-Based Awards During Fiscal Year
(1) 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). There was no target for non-equity incentive awards for the fiscal year ended December 31, 2024. (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 2023 Omnibus Plan to Named Executive Officers for their performance in 2023, granted in early 2024. 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 2025 pursuant to the 2023 Omnibus Plan awarded to our Named Executive Officers for their performance in 2024. (5) No options were granted to the Named Executive Officers in fiscal year 2024. (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.
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, 2024, for each Named Executive Officer.
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 | | | | | | | | | | | 2023 Annual Award(7) | — | — | — | — | — | 100,071 | 1,119,794 | — | — | | 2022 Annual Award(8) | — | — | — | — | — | 57,256 | 640,695 | — | — | | 2021 Annual Award(9) | — | — | — | — | — | 40,326 | 451,248 | — | — | | 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 | — | — | — | — | 197,653 | 2,211,737 | — | — | | Paul J. Miceli | | | | | | | | | | | 2023 Annual Award(7) | — | — | — | — | — | 69,953 | 782,774 | — | — | | 2022 Annual Award(8) | — | — | — | — | — | 39,112 | 437,663 | — | — | | 2021 Annual Award(9) | — | — | — | — | — | 22,082 | 247,098 | — | — | | Total | — | — | — | — | — | 131,147 | 1,467,535 | — | — | | Robert Perelman | | | | | | | | | | | 2023 Annual Award(7) | — | — | — | — | — | 34,976 | 391,381 | — | — | | 2022 Annual Award(8) | — | — | — | — | — | 17,186 | 192,311 | — | — | | 2021 Annual Award(9) | — | — | — | — | — | 12,482 | 139,674 | — | — | | 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 | — | — | — | — | 64,644 | 723,366 | — | — | | Kelly Porcella | | | | | | | | | | | 2023 Annual Award(7) | — | — | — | — | — | 57,322 | 641,433 | — | — | | 2022 Annual Award(8) | — | — | — | — | — | 28,444 | 318,288 | — | — | | 2021 Annual Award(9) | — | — | — | — | — | 24,964 | 279,347 | — | — | | Total | — | — | — | — | — | 110,730 | 1,239,068 | — | — |
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, 2024, 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 31, 2024 of $11.19 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 2024 based on 2023 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, 2024. (8) 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, 2024. (9) 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, 2024.
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, 2024, for each Named Executive Officer.
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 | 540,190 | 5,780,033 | | Pamela McCormack | N/A | N/A | 209,151 | 2,309,909 | | Paul J. Miceli | N/A | N/A | 50,815 | 560,489 | | Robert Perelman | N/A | N/A | 66,944 | 737,399 | | Kelly Porcella | N/A | N/A | 62,119 | 685,172 |
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).
Pension Benefits
Pension Benefits We do not provide pension benefits to our Named Executive Officers.
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, 2024.
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. Equity Acceleration
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. If, upon a change in control (or after the signing of definitive documentation related to the change in control but prior to its closing), Ms. McCormack’s, Ms. Porcella’s or Messrs. Miceli and Perelman’s employment is terminated without cause or due to death or disability or Ms. McCormack, Ms. Porcella, Messrs. Miceli or Mr. Perelman resigns for good reason, the terminated or resigned Named Executive Officer would have fully vested in their Annual Stock Awards. 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 June 2023 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.
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, 2024: •The median of the annual total compensation of all employees of the Company (other than our CEO), was $381,596; and the annual total compensation of Mr. Harris, our CEO, was $15,511,342. •Based on this information, for 2024, 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, 2024, our employee population consisted of 54 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 2024, overtime payments, sign-on bonuses, cash dividends that accrued on restricted stock that were paid upon the vesting of the associated shares, and the grant date fair value of equity compensation granted in 2025 for 2024 performance. In making this determination, we annualized base salaries for full-time permanent employees who were employed on December 31, 2024, 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 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $381,596, 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 2024 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.
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 five 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 certification of the applicable year’s ROE. These shares vest upon and subject to such confirmation. Tabular Disclosure
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) | | 2024 | 15,511,342 | 15,511,342 | 3,076,754 | 4,709,543 | 86.8 | 78.2 | 107,447 | 153,930 | | 2023 | 14,983,943 | 14,983,943 | 2,977,895 | 4,628,808 | 83.4 | 80.1 | 100,501 | 167,727 | | 2022 | 12,523,354 | 12,523,354 | 2,680,827 | 2,509,977 | 70.2 | 69.2 | 165,305 | 148,399 | | 2021 | 10,928,909 | 10,928,909 | 1,980,281 | 2,237,640 | 76.1 | 91.0 | 56,893 | 61,340 | | 2020 | 10,034,690 | 10,034,690 | 2,062,914 | 1,587,399 | 59.4 | 79.6 | (9,458) | 51,318 |
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 FTSE NAREIT Mortgage REIT Index. The Company changed its comparable REIT Index from the Bloomberg REIT Mortgage Index to the FTSE NAREIT Mortgage REIT Index, given the Bloomberg REIT Mortgage Index was discontinued in 2024. 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, the TSR for 2023 represents the four-year TSR, and the TSR for 2024 represents the cumulative TSR for the entire five 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:
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) | | 2024 | 15,511,342 | 6,580,127 | 6,580,127 | 15,511,342 | | 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 |
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:
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) | | 2024 | 3,076,754 | 1,166,406 | 1,265,242 | 4,709,543 | | 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 |
Pay vs. Performance
(a) The Named Executive Officers for 2024, 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
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, 2024. As CEO and President, respectively, Mr. Harris’ and Ms. McCormack’s compensation is shown in the table entitled “2024 Summary Compensation Table” and the related tables that follow; they did not receive any additional compensation with respect to their service on the Board.
Director Compensation Table for the Year Ended December 31, 2024
Director Compensation Table for the Year Ended December 31, 2024
Director Compensation Table for the Year Ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Alan H. 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 |
Director Compensation Table for the Year Ended December 31, 2024
(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, 2024, 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 $76,066, representing 7,109 shares each, all of which were unvested as of December 31, 2024. 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.”
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors The Board has nominated Mr. Fishman, Ms. McCormack and Mr. Weiner 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 2028 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 ALAN H. FISHMAN, PAMELA MCCORMACK AND DAVID WEINER TO THE BOARD OF DIRECTORS.