LADDER CAPITAL CORP CLASS A (LADR)
Sector: Financials
2026 Annual Meeting Analysis
LADDER CAPITAL CORP CLASS A · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors: Brian Harris and Mark Alexander
As CEO and director since 2013, Harris's tenure fully overlaps the measurement period, but LADR's 3-year total return of +41.8% outpaces the REM (iShares Mortgage Real Estate ETF) benchmark by +4.2 percentage points and trails the company-disclosed peer median by only -1.0 percentage point — well within the 65-point underperformance threshold required to trigger a vote against given the strong positive absolute return, so no TSR trigger fires and no other disqualifying flags apply.
Alexander has served since 2015 and chairs the Audit Committee with relevant CPA credentials and financial expertise; LADR's 3-year TSR does not breach the underperformance threshold versus either the REM (iShares Mortgage Real Estate ETF) benchmark (+4.2pp ahead) or the peer median (-1.0pp, well below the 65pp trigger), no overboarding or attendance issues are disclosed, and he meets all independence and qualification criteria.
Both nominees pass all policy screens: LADR's 3-year total return of +41.8% is in the strong-positive tier, and neither the REM (iShares Mortgage Real Estate ETF) ETF gap (+4.2pp in LADR's favor) nor the peer-median gap (-1.0pp) approaches the 65-point threshold required to trigger a vote against; no overboarding, attendance, independence, or qualification concerns are identified for either director.
Say on Pay
✗ AGAINSTCEO
Brian Harris
Total Comp
$13,944,233
Prior Support
38.9%%
The 2024 Say on Pay vote received only 38.9% support — dramatically below the 70% threshold in our policy that requires visible structural changes before a FOR vote can be supported — yet the company has made no changes to the underlying compensation structure, citing contractual obligations and maintaining its position that the pay program is appropriate. Compounding this concern, shareholders voted 80.4% in favor of annual Say on Pay votes at the 2024 meeting, yet the board has overridden this near-binding shareholder preference and continues on a triennial schedule, which further limits accountability and meaningful shareholder input. While LADR's stock performance is solid and the pay-for-performance linkage has some merit, the failure to respond to a clear and emphatic shareholder rejection of the pay program — and the decision to suppress annual votes on compensation — triggers a mandatory AGAINST vote under our policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,512,575
Non-Audit Fees
$3,000
Non-audit fees paid to Ernst & Young in 2025 were just $3,000 (tax-related) against audit fees of $1,512,575, a ratio of less than 0.2% — far below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a $1.3 billion company; auditor tenure is not disclosed in the proxy so the tenure trigger does not fire per policy, and no material restatements are noted.
Overall Assessment
The 2026 Ladder Capital annual ballot contains two management proposals: director elections (FOR both nominees, as TSR performance versus the REM benchmark and peer group does not trigger any vote-against threshold) and auditor ratification (FOR Ernst & Young, as non-audit fees are negligible). The Say on Pay advisory vote — which is triennial and next scheduled for 2027, not on this ballot — is not a voting item at this meeting, but given the 38.9% prior support and absence of structural compensation changes, any future Say on Pay vote would warrant an AGAINST under current policy.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing