DEF 14A of Ready Capital Corp
Filed Jun 1, 2026 · FY20250001628280-26-039531
the election of each of the nominees listed in the accompanying Proxy Statement to serve on our board of
the election of each of the nominees listed in the accompanying Proxy Statement to serve on our board of
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| THOMAS E. CAPASSE Chairman, Chief Executive Officer and Chief Investment Officer Age: 69 Director Since: 2016 Committees: None | EXPERIENCE •Mr. Capasse has served as the Chairman of our board of directors and our Chief Executive Officer since October 2016. •Mr. Capasse has also served as our Chief Investment Officer since November 2022, and is a Manager and co-founder of Waterfall Asset Management, LLC (our “Manager”). Prior to founding Waterfall, Mr. Capasse managed the principal finance groups at Greenwich Capital from 1995 until 1997, Nomura Securities from 1997 until 2001, and Macquarie Securities from 2001 until 2004. •Mr. Capasse has significant and long-standing experience in the securitization market as a founding member of Merrill Lynch’s ABS Group (1983–1994) with a focus on mortgage-backed securities (“MBS”) transactions (including the initial Subprime Mortgage and Manufactured Housing ABS) and experience in many other ABS sectors. •Mr. Capasse began his career as a fixed income analyst at Dean Witter and Bank of Boston. EDUCATION •Mr. Capasse received a Bachelor of Arts degree in Economics from Bowdoin College. QUALIFICATIONS Mr. Capasse is well qualified to serve as a director due to his institutional knowledge with respect to our Company and as a co-founder of our Manager. |
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| JACK J. ROSS President Age: 69 Director Since: 2016 Committees: None | EXPERIENCE •Mr. Ross has served as our President and as a member of our board of directors since October 2016. Mr. Ross is a Manager and co-founder of our Manager. •Mr. Ross also serves as Vice Chairman of the board of directors of Feinstein Institutes for Medical Research, a not-for-profit organization. •Prior to founding our Manager in January 2005, Mr. Ross was the founder of Licent Capital, a specialty broker/dealer for intellectual property securitization. •From 1987 until 1999, Mr. Ross was employed by Merrill Lynch where he managed the real estate finance and ABS groups. •Mr. Ross began his career at Drexel Burnham Lambert where he worked on several of the early ABS transactions and at Laventhol & Horwath where he served as a senior auditor. EDUCATION •Mr. Ross received a Master of Business Administration degree in Finance with distinction from the University of Pennsylvania’s Wharton School of Business and a Bachelor of Science degree in Accounting, cum laude, from the State University of New York at Buffalo. QUALIFICATIONS Mr. Ross is well qualified to serve as a director due to his significant experience in the securitization market and as a co-founder of our Manager. |
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| MEREDITH MARSHALL Independent Director Age: 60 Director Since: 2022 Committees: •Compensation Committee Member •Nominating and Corporate Governance Committee Member | EXPERIENCE •Mr. Marshall is one of our independent directors and has served as a member of our board of directors since December 2022. •Mr. Marshall is the co-founder and Managing Partner of BRP Companies (“BRP”), a vertically integrated owner, operator, developer and manager of transit-oriented, mixed-use, multifamily properties in the New York Tri-State area. Mr. Marshall is responsible for executing BRP’s investment strategy, including deal origination, acquisition, finance and development. •Prior to co-founding BRP, Mr. Marshall was a Managing Director at Musa Capital Advisors (“Musa Capital”), an emerging markets private equity and financial advisory firm based in New York City that managed a separate account for Kingdom Holding Africa, HRH’s Prince Alwaleed Bin Talal’s investment vehicle for Sub-Saharan Africa. At Musa Capital, Mr. Marshall was instrumental in executing cross-border transactions, including the $37 million development of a mixed-use office complex and mall in Harare, Zimbabwe. •Mr. Marshall also led successful investments in the telecommunications and financial services sectors. Prior to Musa Capital, Mr. Marshall was a senior associate at Wasserstein Perella & Co. (“Wasserstein”), an investment banking firm based in New York City. While at Wasserstein, Mr. Marshall was an integral member of the firm’s telecommunications and media, mergers and acquisitions practice, where he assisted in transactions exceeding $15 billion. •Mr. Marshall is a founding member of the Council of Urban Professionals and a member of the Executive Board of the New York State Affordable Housing Association. Mr. Marshall also proudly serves on the Real Estate Board of New York Board of Governors, Enterprise NYC Advisory Board and Citizens Housing and Planning Council Board. EDUCATION •Mr. Marshall holds a Bachelor of Science degree in Electrical Engineering from Boston University and a Master of Business Administration degree in Finance and International Business from Columbia Business School. QUALIFICATIONS We believe that Mr. Marshall is well qualified to serve as a director due to his extensive experience in real estate finance and affordable housing. |
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| DOMINIQUE MIELLE Independent Director Age: 57 Director Since: 2021 Committees: •Audit Committee Chair •Compensation Committee Member | EXPERIENCE •Ms. Mielle is one of our independent directors and has served on our board of directors since March 2021, following the completion of our merger transaction with Anworth Mortgage Asset Corporation (“Anworth”), Ms. Mielle served on the board of directors of Anworth prior to the merger transaction. •Ms. Mielle also serves on the boards of Studio City International Holdings Limited, which operates an entertainment resort, and Tiptree Inc., which provides specialty insurance and investment management services. •Ms. Mielle was a Partner at Canyon Capital Advisors, LLC (“Canyon”) from August 1998 to December 2017, where she focused on the transportation, technology, retail and consumer products sectors, specialized in corporate and municipal bond securitizations, and was responsible for all aspects of Canyon’s collateralized loan obligations business. •Prior to joining Canyon, in 1996, Ms. Mielle worked at Libra Investments, Inc. as an associate in the corporate finance department, covering middle market companies. •Prior to Libra Investments, from 1993 to 1995, Ms. Mielle worked at Lehman Brothers as an analyst in the Financial Institutions group, focusing on mergers and acquisitions. EDUCATION •Ms. Mielle holds a Master of Business Administration degree in Finance from Stanford University and a Master in Management degree from École des Hautes Études Commerciales in France (HEC Paris). She was named one of the “Top 50 Women in Hedge Funds” by Ernst & Young in 2017. QUALIFICATIONS We believe that Ms. Mielle is well qualified to serve as a director due to her extensive experience investing in fixed income and leading capital structure optimizations and restructurings. |
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| GILBERT NATHAN Independent Director Age: 46 Director Since: 2019 Committees: •Audit Committee Member •Nominating and Corporate Governance Committee Member | EXPERIENCE •Mr. Nathan is one of our independent directors and has served on our board of directors since March 2019, following the completion of our merger transaction with Owens Realty Mortgage, Inc. (“ORM”) and served on the board of directors of ORM from August 2018 through the completion of the merger transaction. •He has served as the Managing Member and a Director of Jackson Square Advisors LLC, a financial advisory and services firm, since September 2015. •He has served as a Director for Alto Ingredients, Inc (Nasdaq: ALTO) since November 2019 and Magnachip Semiconductor Corporation (NYSE: MX) since May 2023. •Mr. Nathan is currently the Plan Administrator for Mission Coal Wind Down Co. LLC and Plan Administrator for Mahwah Bergen Retail Group. •From December 2012 to May 2025 Mr. Nathan served as the Chief Executive Officer of Cloud Peak Energy. •From June 2018 to December 2021, Mr. Nathan served as a board member of Hercules Offshore Liquidating Trust for Hercules Offshore, Inc. •He also served as the liquidating trustee of BPZ Liquidating Trust for BPZ Resources, Inc. from November 2015 to May 2017. •From November 2015 to July 2017, he served as a Director of Emergent Capital, Inc. (NYSE: EMG), a specialty finance company. •From July 2013 to August 2015, Mr. Nathan was a senior analyst with Candlewood Investment Group, an investment firm, and prior to that, he was a Principal with Restoration Capital Management from 2002 to 2012. EDUCATION •Mr. Nathan earned a Bachelor of Science degree in Management from Tulane University. QUALIFICATIONS We believe that Mr. Nathan is well qualified to serve as a director due to his industry technical expertise and knowledge of financial markets. |
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| J. MITCHELL REESE Lead Independent Director Age: 66 Director Since: 2016 Committees: •Audit Committee Member •Nominating and Corporate Governance Committee Chair | EXPERIENCE •Mr. Reese is one of our independent directors and has served as a member of our board of directors since October 2016 and our Lead Independent Director since April 2025. •From November 2013 to October 2016 Mr. Reese served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Mr. Reese became a member of our board of directors. •He has been the Managing Member of Cintra Capital LLC since June 2001. Prior to founding Cintra, he was a Managing Director of The Carlyle Group, a private equity firm that manages over $220 billion, where he headed the firm’s U.S. venture capital fund. •Mr. Reese has served as a Director of The Maids International, a privately held franchisor of cleaning services, since July 2021. •Previously, Mr. Reese was a Managing Director of Morgan Keegan & Company, where he served on the board of directors and was head of the Mergers and Acquisitions Group, co-head of Investment Banking, and President of the firm’s Merchant Banking subsidiary. •He served as a Director of Oxford Finance Corporation, a privately-held specialty finance company, from 2002 to 2004 and as a Director of Local Vine, LLC, a privately-held retailer, from March 2019 to August 2019. EDUCATION •Mr. Reese graduated cum laude with a Bachelor of Arts degree from Harvard College and received a Master of Business Administration degree from Harvard Business School. QUALIFICATIONS We believe that Mr. Reese is well qualified to serve as a director due to his extensive experience in the financial services industry, business leadership and knowledge of financial markets. |
TO BE HELD JULY 17, 2026. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
| TODD M. SINAI Independent Director Age: 56 Director Since: 2016 Committees: •Compensation Committee Chair •Nominating and Corporate Governance Committee Member | EXPERIENCE •Dr. Sinai is one of our independent directors and has served as a member of our board of directors since October 2016. •From November 2013 to October 2016 Dr. Sinai served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Dr. Sinai became a member of our board of directors. •Dr. Sinai is the David B. Ford Professor, Professor of Real Estate, and Professor of Business Economics and Public Policy at The University of Pennsylvania – The Wharton School, where he has been a member of the faculty since 1997 and served as the Chairperson of the Real Estate Department from 2019 to 2025. •Dr. Sinai has particular expertise in commercial real estate and real estate investment trusts, real estate and public economics, risk and pricing in real estate markets, taxation of real estate and capital gains. EDUCATION •Dr. Sinai received a Ph.D. in Economics from the Massachusetts Institute of Technology and a Bachelor of Arts degree in Economics and Mathematics from Yale University. QUALIFICATIONS We believe that Dr. Sinai is well qualified to serve as a director due to his industry technical expertise and knowledge of financial markets. |
COMPENSATION COMMITTEE
COMPENSATION COMMITTEE Messrs. Sinai (Chair) and Marshall and Ms. Mielle Our board of directors has determined that all members of the Compensation Committee are independent as required by NYSE listing standards for Compensation Committee members, the Guidelines, the Independence Standards, and the written charter of the Compensation Committee. The Compensation Committee is responsible for, among other things, evaluating the performance of our Manager, reviewing the compensation and fees payable to our Manager under the Amended and Restated Management Agreement between us, Sutherland Partners, L.P. (the “Operating Partnership”) and our Manager dated as of May 9, 2016, as amended by the First Amendment to the Amended and Restated Management Agreement dated as of December 6, 2020 (the “Management Agreement”), preparing Compensation Committee reports, overseeing and administering our 2013 equity incentive plan (the “Prior Plan”) and our 2023 equity incentive plan (the “2023 Plan” and together with the Prior Plan, the “Equity Incentive Plans”) and determining the level of equity based compensation, in consultation with our executive officers, payable to the personnel of our Manager pursuant to such plans. Because the Management Agreement provides that our Manager is responsible for managing our affairs, our officers, who are employees of our Manager, do not receive cash compensation from us for serving as our officers, except that we pay the allocable share of the compensation of certain of the Manager's employees, including our Chief Financial Officer, former Chief Operating Officer and former Chief Credit Officer, based on the percentage of their time spent managing our affairs. To the extent that we become responsible for paying the compensation or any other employee benefits of our Chief Executive Officer, the Compensation Committee will review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluate the performance of our Chief Executive Officer in light of those goals and objectives, and determine our Chief Executive Officer’s compensation level based on this evaluation. In addition, the Compensation Committee also reviews our compensation arrangements applicable to those executive officers for whom we are responsible for paying the compensation to determine whether they encourage excessive risk-taking, to review and discuss the relationship between risk management policies and practices and compensation, and to evaluate such compensation policies and practices that could mitigate any such risk. Under the Management Agreement, we will reimburse our Manager for operating expenses related to us incurred by our Manager, including legal, accounting due diligence and other services. In addition, we may be required to pay our pro rata portion of rent, telephone, utilities, office furniture, machinery, and other office, internal and overhead expenses of our Manager and its affiliates required for our operations. The Compensation Committee is responsible for reviewing the information provided by our Manager to support the determination of our share of such costs. The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. The Compensation Committee held six meetings in 2025. The specific responsibilities of the Compensation Committee are set forth in its written charter. The Compensation Committee engaged Farient Advisors, L.L.C. (“Farient”) to serve as its compensation consultant. Farient reviewed and evaluated our officer and director compensation levels and program for 2025, including conducting a competitive market review and peer group benchmarking analysis, and making officer and director compensation recommendations thereon. Farient received instructions from, and reported to, the Compensation Committee on an independent basis. The Compensation Committee evaluated whether any services proposed to be performed by Farient
EQUITY GRANT PRACTICES
EQUITY GRANT PRACTICES The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for Named Executive Officers grants in fiscal year 2025.
DELINQUENT SECTION 16(a) REPORTS
| COMPENSATION OF INDEPENDENT DIRECTORS |
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION The following table summarizes the 2025 annual compensation received by our independent directors.
2025 DIRECTOR COMPENSATION
| | Fees Earned or Paid in | | | | Name | Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Meredith Marshall | 117,500 | 120,000 | 237,500 | | Dominique Mielle | 135,000 | 120,000 | 255,000 | | Gilbert E. Nathan | 120,000 | 120,000 | 240,000 | | J. Mitchell Reese | 127,500 | 120,000 | 247,500 | | Todd M. Sinai | 127,500 | 120,000 | 247,500 |
2025 DIRECTOR COMPENSATION
(1)Annual board fees, chair and committee service fees paid to independent directors in 2025. (2)The aggregate grant date fair value of awards granted in 2025 based on the stock price on the grant date and calculated under FASB ASC Topic 718 based on the value of the underlying shares on the grant date. Messrs. Marshall and Nathan received RSAs that vest in equal quarterly installments over a one-year period. Dividends are to be paid on unvested shares of RSAs at the same rate and at the same time as dividends on the Company’s Common Stock. Certain of our directors have elected to defer the vesting of their awards. Messrs. Reese and Sinai and Ms. Mielle received RSUs, which RSUs vest on the same schedule as the RSAs and will be settled on the vesting date or, at the election of the director, a deferred settlement date. Dividend equivalent rights accrue on unvested RSUs at the same rate and at the same time as dividends on the Company's Common Stock.
2025 DIRECTOR COMPENSATION
| Ready Capital 2026 Proxy | 15 |
2025 DIRECTOR COMPENSATION
Table of Contents OUR COMPANY Ready Capital is a multi-strategy real estate finance company that originates, acquires, finances and services lower-to- middle-market commercial real estate loans, Small Business Administration loans, construction loans and, to a lesser extent, mortgage-backed securities collateralized primarily by lower-to-middle-market or other real estate-related investments and services United States Department of Agriculture loans. Our loans range in original principal amounts generally up to $40 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire multi-family, office, retail, mixed use or warehouse properties. Ready Capital is a top 5 Small Business Administration Preferred Lender. Formed in 2011, Ready Capital is a publicly traded mortgage REIT (NYSE: RC), and is externally managed by Waterfall Asset Management, LLC., a NY-based SEC registered investment advisor with $12.2 billion in assets under management as of December 31, 2025.
2025 DIRECTOR COMPENSATION
| RC NYSE Ticker | | | | | | | | 2025 COMPANY PERFORMANCE | | | | 400+ Employees | 6 Offices | $8.79 BVPS | 1.6x Recourse Leverage Ratio | $1.8B Total Originations | | $1.64B Capitalization | 8,900+ Loan Count | | | |
OUR PEOPLE
| | | GOVERNANCE | | Good corporate governance supports the long-term interests of our stockholders. The business and affairs of Ready Capital and its subsidiaries are conducted by their officers and employees, under the direction of the Company's Chief Executive Officer and the oversight of the Company’s board of directors. The board of directors has three committees: Audit, Compensation and Nominating and Corporate Governance. For more information on our committees, see “Election of Directors—Committee Matters.” More specifically, the following are areas of governance that the Company considers and acts upon: 1. The Company has a Code of Conduct and Ethics, which is periodically reviewed and updated when appropriate, that requires officers, directors and employees of the Company and its subsidiaries and of the Manager who act on behalf of the Company to act with competence, dignity and integrity and in the best interests of the Company. We understand our obligations to our customers, borrowers and stockholders and seek to avoid conflicts of interest and encourage transparency in our business practices. 2. The Company’s Corporate Governance Guidelines provide that a Lead Independent Director may be designated at any time that the Chairman of our board of directors is not an independent director. This promotes board independence and provides for strong independent leadership of our board of directors. 3. The Nominating and Corporate Governance Committee oversees and reviews the Company's activities and practices relating to sustainability, corporate social responsibility and corporate citizenship matters. This facilitates our adherence to our ESG principles and ensures they are applied, where possible and appropriate, at every level of our operations. As a whole, and through its committees, our board of directors oversees management and acts in a manner that helps ensure that the long-term interests of our stockholders are served with the utmost commitment to integrity. Consistent with this undertaking, and the Company's encouragement of open communication, the Company’s Code of Conduct and Ethics and Whistleblowing Procedures (1) provide avenues for covered persons under such policies, including all officers, directors and employees of the Company and its subsidiaries, to report conduct in violation of such policies; and (2) provides that such persons will be protected from retaliation for reporting such conduct in good faith. All such covered persons have a responsibility to guard against and report any illegal, questionable or unethical behavior that can subject the Company or its personnel to civil or criminal liability or that run contrary (or appear to run contrary) to the best interests of the Company. |
STOCKHOLDER OUTREACH AND ENGAGEMENT
| 21 | Compensation Discussion and Analysis | | 22 | Executive Compensation Strategy | | 23 | Annual Cash Incentive Program | | 26 | Equity Compensation | | 28 | Compensation Committee Report | | 30 | Summary Compensation Table | | 32 | Potential Payments Upon Termination or Change in Control | | 32 | Pay Ratio Disclosure | | 33 | Pay versus Performance |
STOCKHOLDER OUTREACH AND ENGAGEMENT
At our 2025 annual meeting of stockholders, approximately 87% of the votes cast by our stockholders supported our say-on-pay advisory vote on executive compensation. The Compensation Committee continuously examines and assesses our executive compensation practices relative to our compensation philosophy and objectives, as well as competitive market practices. While our historical results indicate support for our executive compensation program, the Compensation Committee continues to review our executive compensation program to assess its effectiveness and alignment with stockholder interests, as discussed further below. As part of the Compensation Committee’s ongoing evaluation of our compensation strategy, the Compensation Committee determined that it would be appropriate to continue to recommend that our Manager take a formulaic approach with respect to the compensation of those executive officers whose compensation we reimbursed under the Management Agreement, which included our Chief Financial Officer, former Chief Credit Officer and former Chief Operating Officer. The Company engaged Farient as an independent compensation consultant to assist in developing objective performance standards for the annual cash incentive bonus plan for 2025 and long-term equity grants for the performance year 2025, which were granted to these officers in March 2026. Farient met with the Manager and our Compensation Committee on several occasions to discuss guiding principles, competitive market trends, peer group pay practices and other compensation considerations. Annual Cash Incentive Program. Consistent with the Compensation Committee’s focus on incentive compensation that aligns executive compensation with our overall performance, the Compensation Committee recommended and our board of directors and our Manager approved the framework for the annual cash incentive bonus plan for 2025, which provides for a formulaic approach to align executive compensation with objective performance criteria, both for the individual executive officers and for the Company as a whole. Under the annual cash incentive bonus plan for 2025, our Chief Financial Officer, former Chief Operating Officer and former Chief Credit Officer had the opportunity to earn threshold, target or maximum incentive cash bonus amounts based on the levels of achievement of the criteria described below under “Annual Cash Incentive Program”. Whether any of the threshold, target or maximum bonus levels are attained will be determined by the Compensation Committee based on achievement of the criteria described below under “Annual Cash Incentive Program”, including the individual component, and the weighting of each criterion. Long-term Equity Awards. The Compensation Committee believes that equity-based incentives are an effective means of motivating and rewarding long-term Company performance and value creation. In addition, equity-based incentives appropriately align the interests of management with those of our stockholders. Our long-term equity compensation program includes the following features: Allocation of Awards: Year-end equity-based awards are allocated 50% to time-based equity awards that vest based on continued employment or service over a three-year vesting period and 50% to performance-based
STOCKHOLDER OUTREACH AND ENGAGEMENT
The peer group for 2025 was the same peer group as for 2024, except for the removal of Mr. Cooper Group, Inc., which was removed as it no longer matched the Company’s peer group profile. Executive Compensation for the 2025 Performance Year. Our Named Executive Officers were employees of our Manager and were compensated by our Manager and its affiliates under compensation arrangements made with and determined by our Manager and its affiliates. Our Manager consulted with the Compensation Committee and our board of directors regarding the philosophy, process and structure of compensation of these Named Executive Officers, and the Compensation Committee reviewed the allocable share of the compensation of our Manager’s personnel, including our Chief Financial Officer, former Chief Credit Officer and former Chief Operating Officer, that we reimbursed to our Manager under the Management Agreement. Consistent with our compensation strategy, our Manager’s compensation philosophy is to seek to align the interests of its professionals with those of its investors and investors in the vehicles that it manages, including us.
STOCKHOLDER OUTREACH AND ENGAGEMENT
| ANNUAL CASH INCENTIVE PROGRAM |
STOCKHOLDER OUTREACH AND ENGAGEMENT
| | 2025 Annual Cash Bonus Metric Weightings | | | | Name | Distributable ROE(1) | Adjusted Distributable ROE(2) | Individual(3) | | Andrew Ahlborn | 30% | 30% | 40% | | Gary Taylor | 30% | 30% | 40% | | Adam Zausmer | 30% | 30% | 40% |
STOCKHOLDER OUTREACH AND ENGAGEMENT
(1)Distributable ROE is calculated as the amount of 2025 distributable earnings returned as a percentage of average stockholders’ equity. For purposes of the annual cash bonus plan, the Company defines distributable earnings as net income adjusted for unrealized gains and losses related to certain MBS not retained by the Company as part of its loan origination business, realized gains and losses on sales of certain MBS, unrealized gains and losses related to residential mortgage servicing rights (“MSRs") from discontinued operations, unrealized changes in the current expected credit loss reserve and valuation allowances, unrealized gains and losses on de-designated cash flow hedges, unrealized gains and losses on foreign exchange hedges, unrealized gains and losses on certain unconsolidated joint ventures, non-cash compensation expense related to stock-based incentive plans, unrealized gains and losses on preferred equity, at fair value, unrealized gains and losses or other non-cash items related to real estate owned and one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain purchase gains, or merger related expenses. We selected Distributable ROE because we believe it is the most relevant metric for determining ongoing profitability period over period. (2)Adjusted distributable ROE is calculated as the amount of 2025 distributable earnings before realized losses on certain investments, such as charge-offs and losses realized on sales of real estate owned assets and lower-to-middle-market loans returned as a percentage of average stockholders’ equity. We selected adjusted distributable ROE because we believe it is the most relevant metric for determining ongoing profitability period over period. (3)The individual component of the annual cash bonus allows for an evaluation of the individual contributions of each of Messrs. Ahlborn, Taylor and Zausmer. Mr. Ahlborn’s individual goals were corporate and finance-focused, such as optimization of corporate debt and warehouse lines and liquidity management. Mr. Taylor’s individual goals were operations-focused, such as human resources management and operations infrastructure enhancement. Mr. Zausmer’s individual goals were CRE-focused, such as implementation of a dedicated sales leadership model and identification of new sourcing channels.
STOCKHOLDER OUTREACH AND ENGAGEMENT
| | 2025 Annual Cash Bonus Performance Targets | | | Name | Distributable ROE(1) | Adjusted Distributable ROE(2) | | Threshold | 0% | 0% | | Target | 8% | 8% | | Maximum | 10% | 10% | | Actual | (6.4)% | 6.1% |
STOCKHOLDER OUTREACH AND ENGAGEMENT
Table of Contents EXECUTIVE COMPENSATION Under the annual cash incentive bonus plan for 2025, each of Messrs. Ahlborn, Taylor and Zausmer had the opportunity to earn threshold (100% of base salary), target (200% of base salary) or maximum (350% of base salary) incentive cash bonus amounts based on the levels of achievement of the criteria described above. Whether any of the threshold, target or maximum bonus levels were attained was determined by the Compensation Committee based on achievement of the criteria described above, including the individual component, and the weighting of each criterion. Actual bonuses paid for 2025 are described below.
STOCKHOLDER OUTREACH AND ENGAGEMENT
| | 2025 Annual Cash Bonus Opportunities and Payout | | | | | | Threshold ($) | Target ($) | Maximum ($) | Actual* | | Andrew Ahlborn | 550,000 | 1,100,000 | 1,925,000 | 946,000 | | Gary Taylor | 450,000 | 900,000 | 1,575,000 | 747,000 | | Adam Zausmer | 550,000 | 1,100,000 | 1,925,000 | - |
STOCKHOLDER OUTREACH AND ENGAGEMENT
*Messrs. Ahlborn and Taylor earned 90% and 86%, respectively, of the individual component of the annual cash bonus plan. Mr. Zausmer and the Company mutually separated before the payment of 2025 bonuses for our Named Executive Officers, and he was therefore not entitled to receive such bonus. Actual Cash Compensation for 2025. During the year ended December 31, 2025, pursuant to the terms of the Management Agreement, we reimbursed our Manager for the cash compensation of Messrs. Ahlborn, Taylor and Zausmer, who were exclusively dedicated to our affairs. •For the performance year ended December 31, 2025, the total amount of cash compensation (including annual base salary, annual bonus and any related withholding taxes and employee benefits) paid by our Manager that was allocable to and reimbursed by us for Mr. Ahlborn, our Chief Financial Officer, was $1,566,435, including $550,000 in base salary and an annual cash bonus of $946,000, which reflects a less than target bonus payable under the bonus program discussed above based on actual performance results as set forth in the table above. The Compensation Committee and our Manager determined that Mr. Ahlborn’s annual base salary will be $550,000 for the year ended December 31, 2026, consistent with his 2025 base salary. •For the performance year ended December 31, 2025, the total amount of cash compensation (including annual base salary, annual bonus and any related withholding taxes and employee benefits) paid by our Manager that was allocable to and reimbursed by us for Mr. Taylor, our former Chief Operating Officer, was $1,262,640, including $450,000 in base salary and a cash bonus of $747,000, which reflects a less than target bonus payable under the bonus program discussed above based on actual performance results as set forth in the table above. •For the performance year ended December 31, 2025, the total amount of cash compensation (including annual base salary and any related withholding taxes and employee benefits) paid by our Manager that was allocable to and reimbursed by us for Mr. Zausmer, our former Chief Credit Officer, was $620,660, including $550,000 in base salary. We do not pay or reimburse our Manager for any portion of the cash compensation that is paid by our Manager and its affiliates to Mr. Capasse, our Chief Executive Officer and Chief Investment Officer, or Mr. Ross, our President. While these individuals devote such portion of their time to our affairs as is necessary to enable our Company to effectively operate our business, they also provide management and other services to other entities that are managed or advised by our Manager and its affiliates. Messrs. Capasse and Ross, as non-reimbursed Named Executive Officers, receive compensation directly from our Manager and its affiliates in the form of salaries. The compensation paid by our Manager to Messrs. Capasse and Ross is derived in part from the management fee and incentive distribution we pay to the Manager and in part from various other revenue streams generated by our Manager and its affiliates in its ordinary course of operations as an asset manager.
STOCKHOLDER OUTREACH AND ENGAGEMENT
| EQUITY COMPENSATION |
STOCKHOLDER OUTREACH AND ENGAGEMENT
The Compensation Committee has granted and may, from time to time, grant equity-based awards designed to align the interests of our Manager and the personnel of our Manager and our Manager’s affiliates who support our Manager in providing services to us under the Management Agreement with those of our stockholders, by allowing our Manager and personnel of our Manager and our Manager’s affiliates to share in the creation of value for our stockholders through stock appreciation and dividends. These equity-based awards are generally subject to vesting requirements designed to promote retention and to achieve strong performance for us. These awards further provide flexibility to us to enable our Manager to attract, motivate and retain talented individuals. Our stockholders have approved the Equity Incentive Plans, which provide for the issuance of equity-based awards, including stock options, restricted shares of Common Stock, phantom shares, dividend equivalent rights, restricted limited partner profit interests (“LTIP units”) and other restricted limited partnership units issued by the Company (or our Operating Partnership) and other equity-based awards. Our board of directors has delegated its administrative responsibilities under the Equity Incentive Plans to the Compensation Committee. In its capacity as plan administrator, the Compensation Committee has the authority to make awards to our Manager, our directors and officers and the employees and other personnel of our Manager and our Manager’s affiliates who support our Manager in providing services to us under the Management Agreement, and to determine what form the awards will take and the terms and conditions of the awards.
Equity Grants
Equity Grants Equity Grants For the 2024 Performance Year (Granted in 2025) In February 2025, our board of directors approved recommendations by the Compensation Committee with respect to the long-term equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of performance for the year ended December 31, 2024, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the long-term equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2024 Performance Year.” Based upon these considerations, the Compensation Committee approved long-term equity awards as follows in respect of performance for the year ended December 31, 2024, subject to the forward-looking vesting criteria described below:
Equity Grants
| Names | Award Granted(1) | Grant Date Fair Value of Award | | Andrew Ahlborn | 178,572 | $1,200,000 | | Gary Taylor | 119,048 | $800,000 | | Adam Zausmer | 178,572 | $1,200,000 |
Equity Grants
(1)Granted on February 22, 2025, 50% of the award is comprised of time-based shares of restricted Common Stock and 50% of the award is comprised of performance-based RSUs that are eligible to vest based on achievement of pre-established performance metrics discussed below. The number of performance-based awards included in this amount reflects vesting at a “target” payout percentage as shown in the table. Key Terms of the Year-End 2024 Performance-Based Equity Awards (Granted in 2025) With respect to the long-term equity awards granted to Messrs. Ahlborn, Taylor, and Zausmer in respect of performance for the year ended December 31, 2024 (which were granted in 2025), 50% of such awards are time-based shares of restricted Common Stock that vest ratably in equal annual installments over three-year period based solely on continued employment or service. Dividends are paid on all time-based awards, vested and non-vested.
Equity Grants
| 28 | Ready Capital 2026 Proxy |
Equity Grants
Table of Contents EXECUTIVE COMPENSATION The remaining 50% of such awards are performance-based RSUs. These performance-based equity awards remain at risk and are subject to forfeiture subject to the achievement of annualized Distributable ROE metrics (50% weighting) and relative TSR (50% weighting) relative to the performance of the peer group designated by the Compensation Committee (disclosed above under “Executive Compensation Strategy”), in each case for the performance period commencing January 1, 2025, and ending December 31, 2027. Dividends payable in connection with performance-based equity awards will only be paid to the extent that the performance-based vesting conditions are satisfied and such awards are earned and vested. Achievement and Settlement of 2022 Performance Awards (Granted in 2023) The Compensation Committee previously granted to Messrs. Ahlborn, Taylor and Zausmer performance-based RSUs that were eligible to vest based on achievement of our distributable ROE and TSR relative to the performance of the peer group designated by the Compensation Committee for the performance period commencing January 1, 2023, and ending December 31, 2025 (the “2023 Performance RSUs”). Following the conclusion of the performance period on December 31, 2025, the Board determined that the distributable ROE and relative TSR goals were not achieved and the 2023 Performance RSUs were therefore forfeited.
Equity Grants
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Result | Payout | | Distributable ROE(1) | 50% | 7% | 9% | 11% | 4.25% | 0% | | Relative TSR(1)(2) | 50% | 25th | 50th | 75th | 0% | 0% |
Equity Grants
(1)Performance and payouts are subject to straight-line interpolation between points. (2)The peer group for the 2023 Performance RSUs included the following companies: Starwood Property Trust, Inc., Blackstone Mortgage Trust, Inc., Chimera Investment Corporation, Arbor Realty Trust, Inc., MFA Financial, Inc., Two Harbors Investment Corp., Apollo Commercial Real Estate Finance, Inc., Invesco Mortgage Capital Inc., PennyMac Mortgage Investment Trust, Redwood Trust, Inc., Ladder Capital Corp, Adamas Trust, Inc., Ares Commercial Real Estate Corporation, Cherry Hill Mortgage Investment Corporation, TPG RE Finance Trust, Inc., Brightspire Capital, Inc., KKR Real Estate Finance Trust Inc., Granite Point Mortgage Trust Inc., and ACRES Commercial Realty Corp.
Impact of Performance on Compensation
| Names | Base Salary ($) | Non-Equity Incentive ($) | Value Realized on Vesting ($) | Total Realized Pay ($) | | Andrew Ahlborn | $550,000 | $946,000 | $1,118,892 | 2,614,892 | | Gary Taylor | $450,000 | $747,000 | $522,510 | 1,719,510 | | Adam Zausmer | $550,000 | $— | $1,118,892 | 1,668,892 |
Impact of Performance on Compensation
| SUMMARY COMPENSATION TABLE |
Impact of Performance on Compensation
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Andrew Ahlborn | 2025 | $550,000 | $- | $1,200,000 | $946,000 | $70,435 | $2,766,435 | | Chief Financial Officer | 2024 | $450,000 | $- | $800,000 | $1,050,000 | $28,575 | $2,328,575 | | | 2023 | $450,000 | $550,000(4) | $1,800,000 | $1,025,000 | $33,327 | $3,858,327 | | Gary Taylor | 2025 | $450,000 | $- | $800,000 | $747,000 | $65,640 | $2,062,640 | | Former Chief Operating Officer | 2024 | $450,000 | $- | $800,000 | $766,000 | $24,431 | $2,040,431 | | | 2023 | $450,000 | $150,000(4) | $1,050,000 | $900,000 | $27,578 | $2,577,578 | | Adam Zausmer | 2025 | $550,000 | $- | $1,200,000 | $- | $70,660 | $1,820,660 | | Former Chief Credit Officer | 2024 | $450,000 | $- | $800,000 | $1,001,000 | $28,669 | $2,279,669 | | | 2023 | $450,000 | $550,000(4) | $1,800,000 | $1,025,000 | $33,421 | $3,858,421 |
Impact of Performance on Compensation
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
Impact of Performance on Compensation
| PAY RATIO DISCLOSURE |
Impact of Performance on Compensation
| PAY VERSUS PERFORMANCE |
Impact of Performance on Compensation
| Company Performance Measures to Determine 2025 Compensation Actually Paid (CAP) | | Distributable Return on Equity (ROE) | | Adjusted Distributable Return on Equity (ROE) | | Relative Total Stockholder Return (TSR) |
Limitations on Director Compensation
Limitations on Director Compensation With respect to any one calendar year, the aggregate compensation that may be granted to any non-employee director, including all meeting fees, cash retainers and grants of stock awards, may not exceed $500,000. For purposes of such limit, the value of stock award grants will be determined based on the aggregate grant date fair value of all awards issued to the director in such year (computed in accordance with applicable financial accounting rules).