Ladder Capital (LADR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, via webcast, with stockholders able to participate virtually and vote on key proposals.

• Board recommends voting for the reelection of Brian Harris and Mark Alexander as directors and for the ratification of Ernst & Young LLP as independent auditor for 2026.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposal 1: Election of Brian Harris and Mark Alexander to the Board for three-year terms.

• Proposal 2: Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• No other matters are expected to be brought before the meeting.

• Board unanimously recommends voting in favor of both proposals.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent under NYSE and SEC rules.

• Board is classified into three staggered classes, supporting stability and long-term strategy.

• Significant insider ownership: Board and management collectively own 11.9% of Class A common stock.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Risk and Underwriting, all with defined charters and independent membership (except CEO on Risk and Underwriting Committee).

• Annual board and committee self-evaluations and succession planning are in place.

• Stockholder engagement is robust, with increased outreach year-over-year and direct dialogue with major investors.