📜 What This Document Is 📄

This is a Proxy Statement (DEF 14A), which is a required document filed with the SEC. Think of it as a comprehensive "instruction manual" for the company's annual meeting. It doesn't contain financial performance data; instead, it focuses on corporate governance—who runs the company and how major decisions are made.

The document serves to solicit your vote (via proxy) on important matters for the 2026 Annual Meeting of Stockholders. You are invited to attend the meeting virtually on June 4, 2026, at 11:00 a.m. Eastern Time.

👉 Why it matters: This document lets you, the shareholder, understand the people making the decisions at Ladder Capital Corp and which key policies (like selecting auditors) you must vote on to keep the company running.

🏢 What The Company Does 🏙️

Ladder Capital Corp is a specialized investment entity known as a commercial mortgage REIT (Real Estate Investment Trust). In simple terms, they focus on real estate finance, specifically originating and managing mortgages for commercial properties.

The company was co-founded in 2008 and has been instrumental in growing its reputation by successfully achieving investment grade credit ratings in 2025. This makes Ladder one of the few investment-grade-rated commercial mortgage REITs, a status that significantly distinguishes it from its peers.

👉 In simple terms: Ladder makes money by investing in and managing commercial mortgages, essentially acting as a highly structured lender for large commercial buildings and properties.

🗳️ Key Votes for the Annual Meeting 🗳️

The Annual Meeting requires shareholders to vote on two primary proposals. The Board of Directors unanimously recommends voting "FOR" both proposals.

• Proposal 1: Election of Directors. Stockholders vote on the nominees to elect members of the Board of Directors for the upcoming year.
• Proposal 2: Ratification of Independent Auditor. Stockholders vote to approve Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.

👉 Why it matters: These votes determine the leadership structure and ensure the company’s financial reports are reviewed by an established, independent accounting firm.

👨‍💼 Board Makeup and Leadership Profiles 🧑‍💼

Ladder's Board is highly experienced, composed of seven directors, including the CEO and several major financial industry figures. The Board structure is designed to provide deep expertise across multiple disciplines.

The nominees and current directors include:

• Alan H. Fishman: Non-Executive Chairperson of the Board.
• Brian Harris: CEO and Director.
• Mark Alexander: Director.
• Pamela McCormack: President and Director.
• Jeffrey Steiner: Director.
• David Weiner: Director.
• Douglas Durst: Director.

Director Deep Dives:

• Brian Harris (CEO): Co-founder and CEO since 2008, Mr. Harris has four decades of experience in real estate finance. He is noted for guiding Ladder to become the only investment grade-rated commercial mortgage REIT in 2025. He remains the largest individual and third-largest overall stockholder, with ownership of over 6% of Class A common stock.
• Mark Alexander: Brings over 40 years of experience in financial services, technology, and risk management. He chairs the Audit Committee and has extensive board experience at major financial infrastructure organizations (like the Depository Trust and Clearing Corporation).
• Douglas Durst: A seasoned real estate developer, Mr. Durst invested $30 million (through family vehicles) and an additional $5 million in 2011, making him the fifth largest stockholder.
• Alan H. Fishman: Non-Executive Chairperson, Mr. Fishman was involved in a $7.5 million personal investment at inception. His leadership was critical in guiding the Board to achieve the investment-grade rating in 2025.

👉 Key Takeaway: The board exhibits exceptional alignment with shareholder interests, with the Board and named executives collectively holding 11.9% of the company’s shares.

⚙️ Corporate Governance and Committee Oversight 🏛️

Governance is the system by which the company is directed and controlled. Ladder has adopted many practices to ensure strong oversight and stability.

• Independent Oversight: Five of the seven directors are deemed "independent" according to SEC/NYSE rules, and the Audit, Compensation, and Nominating/Corporate Governance Committees are composed solely of independent directors.
• Committees: The Board maintains four standing committees:
  • Audit Committee: Led by Mark Alexander, this committee oversees financial reporting, internal controls, and reviews the work of the independent public accounting firm.
  • Compensation Committee: Determines general compensation policies and recommends pay to the Board.
  • Nominating and Corporate Governance Committee: Oversees the process for selecting new directors and ensuring the Board remains properly composed.
  • Risk and Underwriting Committee: Monitors risks and ensures the company's underwriting practices are sound.

👉 Why it matters: The complexity of these committees shows that governance is not a single function; it is managed by specialized groups of directors, providing layered checks and balances.

📐 Board Structure and Alignment of Interest 🤝

The Board has a formal, classified structure consisting of seven directors, divided into three classes (Class I, Class II, and Class III), each serving staggered, three-year terms.

The Board states that this classified structure provides:

1. Stability: It allows directors to focus on long-term strategies, which was crucial for achieving the investment-grade rating.
2. Continuity: It ensures leadership longevity and a steady strategic direction.

Stockholder Alignment: The Board notes that collective board and management ownership—combined with the significant personal investments from key directors (e.g., Mr. Harris's $25 million and Mr. Durst's $35 million) — firmly aligns their interests with those of the shareholders.

📊 Board Skills and Expertise Review 📚

The directors collectively bring an extremely deep and diverse skill set to the Board, which is highlighted by the matrix comparison. They are equipped with expertise in:

• Financial Expertise: All seven directors have experience in financial risk management, modeling, and analyzing financial statements.
• Real Estate Focus: The Board collectively has expertise in commercial real estate investment, loan origination, and REIT compliance.
• Technology: The directors possess relevant skills in leveraging technology, cybersecurity, and data privacy.
• Regulatory Compliance: Multiple directors bring experience in managing complex legal issues, which is essential for a regulated financial institution.

👉 Why it matters: This detailed review reassures investors that the company's leadership structure is built not just on names, but on a measurable combination of hard skills and deep industry knowledge.

♻️ Corporate Governance Practices and Policies 📝

Ladder has adopted several robust corporate governance policies to protect shareholders and the company. These policies demonstrate a commitment to best-in-class corporate standards.

• Independent Chair: The role of Non-Executive Chairperson, Alan H. Fishman, is emphasized, providing strong oversight independent of management.
• Ethical Policies: The company prohibits short sales, transactions in derivatives, hedging, and pledging of equity securities by directors and executives.
• Protection: They confirm they do not have a "stockholder rights plan" or "poison pill," maintaining transparency and shareholder trust.
• Whistleblower Protection: The company maintains an anonymous phone line and web-based reporting system for whistleblowers.

🌐 Meeting Logistics and Shareholder Voting Guide 📬

This section provides practical instructions for how shareholders can participate in the annual meeting and vote their shares, whether they are a stockholder of record or a beneficial owner.

• Meeting Details: The Annual Meeting is virtual, accessible at www.virtualshareholdermeeting.com/LADR2026.
• Voting Mechanics: Shareholders can vote via the Internet, telephone, or mail.
• Quorum: A valid meeting requires a quorum, which is present if stockholders holding at least a majority in voting power of the outstanding Class A common stock are present or represented by proxy.
• Voting Rules: The Board clarified that the election of directors (Proposal 1) is a "non-routine matter," while ratifying the auditor (Proposal 2) is a "routine matter." This distinction is key to understanding how different shareholder voting rules apply.

☎️ Contact and Company Details 📧

For any questions regarding voting or the proxy materials, shareholders are advised to contact the Investor Relations team.

• Investor Relations: (917) 369-3207
• Email: [email protected]
• Physical Address: 320 Park Avenue, 15th Floor, New York, NY 10022
• General Phone: (212) 715-3170

---

🧠 The Analogy 🏛️

Running a company like Ladder Capital, which manages massive amounts of money and is highly regulated, is like running a professional orchestra. The Business is the music they create. The Directors are the conductors and principal musicians, and their detailed bios and skills sections are like reading the collective sheet music: they show you that the orchestra has not only star players (the CEOs) but also a highly skilled, independent core group of board members. The Governance sections and Committees are like the rigid structure and rules of the opera house itself—they ensure that even when the music gets complex, the institution remains orderly, ethical, and well-managed.

🧩 Final Takeaway ✨

Ladder Capital Corp is presenting a textbook governance structure for a regulated finance REIT. The filing confirms that the Board boasts unparalleled expertise across finance, real estate, and technology, and that their substantial personal and collective ownership ensures their long-term interests are deeply aligned with those of the shareholders.