Ready Capital Corp
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
READY CAPITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
LETTER FROM OUR CHAIRMAN AND CEO
Dear Fellow Stockholders:The directors and officers of Ready Capital Corporation are pleased to cordially invite you to attend the 2025 Annual Meeting of Stockholders, which will be held on Wednesday, June 25, 2025 at 9:00 a.m. Eastern Time. Enclosed you will find a notice setting forth the items we expect to address during the meeting, our Proxy Statement and a copy of our 2024 Annual Report to Stockholders. Your vote is important to us. If you are unable to attend the Annual Meeting, it is very important that your shares be represented.We continued to be impacted by increased headwinds on our transitional CRE lending business throughout the year. As we look forward to 2025, we believe we will successfully accelerate our path to recovery as we take decisive actions that are intended to stabilize and better position our balance sheet.The company has a history of successfully acquiring independent, stand-alone operating companies that we believe are complementary tuck-ins to our core lending strategies. This past year, we closed two such strategic acquisitions, Madison One and Funding Circle, which both support origination growth in our Small Business Lending segment through expanded product offerings and increased market share. Our Small Business Lending operations experienced significant origination growth of 1.7x, harvesting capital investments made over the preceding years. In addition, this year we also closed on the strategic acquisition of United Development Funding IV, which we believe will increase our platform's scale, expand our core business with United Development Funding IV's land development solution, and create new and exciting opportunities for our business.We ask for your voting support for the items presented in this Proxy Statement and thank you for your investment and continued support.Sincerely,Thomas E. CapasseChairman of the Board, Chief Executive Officer and Chief Investment OfficerApril 29, 2025
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Ready Capital Corporation:
NOTICE IS HEREBY GIVEN that the 2025 annual meeting of stockholders (the “Annual Meeting”) of Ready Capital
Corporation, a Maryland corporation (the “Company”), will be held via live audio webcast to consider and vote on the
following matters:
| PROPOSAL | BOARD OF DIRECTOR’S RECOMMENDATION | PAGE | WHENWednesday, June 25, 20259:00 a.m., Eastern Time WHEREVia Live Audio Webcast:www.meetnow.global/M4QKH2MRECORD DATEStockholders of record of our common stock as of the close of business on April 21, 2025 |
|---|---|---|---|
| 1 | Election of Directors. The election of seven directors to serve on our board of directors until our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify; | “FOR all” | 1 |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year; | “FOR” | 38 |
| 3 | Executive Compensation. The resolution to approve, on an advisory basis, the compensation of our Named Executive Officers (our “Named Executive Officers”), as more fully described in the accompanying proxy statement (the "Proxy Statement"); | “FOR” | 41 |
| 4 | Executive Compensation Frequency. To approve, on an advisory basis, the proposal regarding the frequency of future stockholder advisory votes on the compensation of our Named Executive Officers, as more fully described in the accompanying Proxy Statement; | “FOR” | 42 |
| 5 | Stockholders will also vote upon any other matter that properly comes before the Annual Meeting or any postponement or adjournment thereof. | ||
Pursuant to rules adopted by the Securities and Exchange Commission, we are sending a Notice of Internet Availability of
Proxy Materials (the “Notice”) to holders of record of our common stock, par value $0.0001 per share (“Common Stock”),
as of the close of business on April 21, 2025 (the “Record Date”). The Notice contains instructions for your use in this
process, including how to access our Proxy Statement and 2024 Annual Report to Stockholders (the "Annual Report")
over the Internet, how to authorize your proxy to vote online or by telephone and how to request a paper copy of the Proxy
Statement and Annual Report. If you have additional questions about voting your shares, please contact our proxy
solicitor, Okapi Partners LLC, at (888) 785-6707 or by email to info@okapipartners.com.
All stockholders are invited to attend the Annual Meeting where you may ask questions and will be able to vote your
shares online. We will respond to as many inquiries at the Annual Meeting as time allows.
If you plan to attend the Annual Meeting online, visit the web address noted above and please enter the unique control
number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials.
Stockholders who hold their shares in “street name” do not need to register prior to the meeting to attend, vote and submit
questions during the Annual Meeting via live audio webcast. The Annual Meeting will begin online promptly at 9:00 a.m.
Please allow ample time for the online check-in procedures.
If you are unable to attend the Annual Meeting, it is very important that your shares be represented and voted at the
meeting. You may authorize your proxy to vote your shares over the Internet or telephone as described in the Notice or
proxy card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly
return the proxy card in the self-addressed stamped envelope provided. If you authorize a proxy over the Internet, by mail
or by telephone prior to the Annual Meeting, you may nevertheless revoke your proxy and cast your vote online during the
virtual meeting.
If you hold shares of our Common Stock in “street name” through a broker or other financial institution, you
must follow the instructions provided by your broker or other financial institution regarding how to instruct your
broker or financial institution to vote your shares of Common Stock.
Your proxy is being solicited by our board of directors. Our board of directors recommends that you vote FOR
the election of each of the nominees listed in the accompanying Proxy Statement to serve on our board of
directors until our 2026 annual meeting of stockholders and until their respective successors are duly elected
and qualify, FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm
for the 2025 fiscal year, FOR the resolution to approve, on an advisory basis, the compensation of our Named
Executive Officers and FOR, on an advisory basis, a frequency of “1 YEAR” for future advisory votes on the
compensation of our Named Executive Officers.
By Order of our Board of Directors,
/s/ Andrew Ahlborn
Andrew Ahlborn
Chief Financial Officer and Secretary
New York, New York
April 29, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
TO BE HELD JUNE 25, 2025. THE PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE ONLINE AT
WWW.INVESTORVOTE.COM/RC.
TABLE OFCONTENTS
| VOTING SECURITIES AND RECORD DATE | |
|---|---|
| PROPOSAL 1. ELECTION OF DIRECTORS | 1 |
| Our Board of Directors | 1 |
| Information Regarding the Nominees for Election as Directors | 3 |
| Committee Matters | 6 |
| Corporate Governance | 8 |
| Compensation of Independent Directors | 14 |
| OUR COMPANY | 15 |
| Our People | 15 |
| Environmental, Social and Governance Policy | 16 |
| Stockholder Outreach and Engagement | 20 |
| Information Regarding Our Executive Officers | 21 |
| EXECUTIVE COMPENSATION | 23 |
| Compensation Discussion and Analysis | 23 |
| Executive Compensation Strategy | 24 |
| Annual Cash Incentive Program | 25 |
| Equity Compensation | 28 |
| Compensation Committee Report | 32 |
| Summary Compensation Table | 33 |
| Potential Payments Upon Termination or Change in Control | 35 |
| Pay Ratio Disclosure | 35 |
| Pay versus Performance | 36 |
| PROPOSAL 2.RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 39 |
| Independent Registered Public Accounting Firm Fees | 39 |
| Report of the Audit Committee | 39 |
| PROPOSAL 3.APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 42 |
|---|---|
| PROPOSAL 4.APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | 43 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 44 |
| Conflicts of Interest and Related Party Transactions | 44 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| OTHER MATTERS | 51 |
| SUBMISSION OF STOCKHOLDER PROPOSALS | 52 |
| DELIVERY OF MATERIALS | 53 |
| HOUSEHOLDING OF PROXY MATERIALS | 54 |
| MISCELLANEOUS | 55 |
This Proxy Statement, the accompanying proxy card and the Notice of
the Annual Meeting are being furnished to stockholders in connection
with the solicitation of proxies by and on behalf of the board of directors
of Ready Capital Corporation, a Maryland corporation (“the Company,”
“we,” “our” or “us”), for use at our Annual Meeting to be held via a live
audio webcast at www.meetnow.global/M4QKH2M on June 25, 2025,
at 9:00 a.m. Eastern Time, or at any postponement or adjournment
thereof. Pursuant to the rules adopted by the Securities and Exchange
Commission (the “SEC”), we have provided access to our proxy
materials over the Internet. Accordingly, we are sending a Notice of
Internet Availability of Proxy Materials to our stockholders as of the
Record Date, containing instructions on how to access proxy materials
on the Internet, how to vote online or by telephone and, if desired, how
to receive a printed set of the proxy materials.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.