ladr-20260421

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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 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12


Ladder Capital Corp
(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 all boxes that apply):

ý No fee required

o Fee paid previously with preliminary materials

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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To the Stockholders of Ladder Capital Corp:

I am writing to invite you to attend the Annual Meeting of Stockholders of Ladder Capital Corp. The Annual Meeting will be held on June 4, 2026 at 11:00 a.m., Eastern Time, via webcast. You will be able to attend and submit your questions during the meeting at www.virtualshareholdermeeting.com/LADR2026. We have designed the format of the Annual Meeting to afford stockholders similar rights and opportunities to participate as they would at an in-person meeting.

Information about the meeting, nominees for the election of directors and the proposals to be voted on by stockholders is presented in the following Notice of Annual Meeting and Proxy Statement.

With respect to the matters to consider at the Annual Meeting, the Board of Directors unanimously recommends that you vote:

•FOR the election of the nominees for director in Proposal 1; and

•FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm in Proposal 2.

Whether or not you plan to attend the Annual Meeting, please vote using the procedures described on the Notice of Internet Availability of Proxy Materials or on the proxy card. It is important that your shares be represented.

Thank you for your continued support.


			Sincerely,

			/s/ Alan H. Fishman
			Alan H. Fishman
			Non-Executive Chairperson of the Board of Directors

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LADDER CAPITAL CORP

320 Park Avenue, 15th Floor

New York, New York 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 4, 2026

11:00 a.m., Eastern Time

The Annual Meeting of Stockholders of Ladder Capital Corp will be held virtually via webcast on June 4, 2026 at 11:00 a.m., Eastern Time, for the following purposes:

Items of Business

1.Election of the following members of the Board of Directors: Brian Harris and Mark Alexander; and

2.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026.

In addition, at the Annual Meeting we will transact such other business as may properly come before the meeting or any

postponement or adjournment thereof.

The Record Date for this meeting is the close of business on April 8, 2026.


			Sincerely,

			/s/ Alan H. Fishman
			Alan H. Fishman
			Non-Executive Chairperson of the Board of Directors

New York, NY
April 21, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2026:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting and

Proxy Statement are available free of charge at www.proxyvote.com

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GENERAL INFORMATION		1
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		8
	Nominees for Election to the Board	8
	Directors	10
	Board Characteristics, Experience and Skills	14
	Corporate Governance	17

	Stockholder Engagement and Response to Stockholder Feedback	26
	Executive Officers	30
EXECUTIVE COMPENSATION		32
	Compensation Discussion and Analysis	32
	Executive Compensation Program Highlights	32
	Compensation Philosophy and Objectives	33
	Setting Executive Compensation	33
	Elements of Compensation	44
	Executive Compensation Framework	48
	Compensation Committee Report	51
	Summary Compensation Table	52
	Grants of Plan-Based Awards for Fiscal Year	54
	Outstanding Equity Awards at Fiscal Year End	55
	Grants Made Pursuant to the 2023 Omnibus Incentive Plan	57
	Options Exercised and Stock Vested in Fiscal Year	58
	Pension Benefits	58
	Nonqualified Deferred Compensation	58
	Employment Agreements	59
	Potential Payments upon Termination or Change in Control	61
	Termination, Severance and Change of Control Arrangements	63
	CEO Pay Ratio Disclosure	66
	Pay vs. Performance	67
	Director Compensation	73
AUDIT COMMITTEE REPORT		74
PROPOSALS		75
	Overview of Proposals	75
	Proposal 1 — Election of Directors	76
	Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm	77

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		79
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		81
ANNEX A - RECONCILIATION OF NON-GAAP MEASURES		82

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LADDER CAPITAL CORP

320 Park Avenue, 15th Floor

New York, New York 10022

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

June 4, 2026

GENERAL INFORMATION

Why am I receiving these materials?

Ladder Capital Corp (“Ladder” or the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the 2026 annual meeting of stockholders (the “Annual Meeting”) to be held virtually on June 4, 2026 at 11:00 a.m., Eastern Time, and at any postponement(s) or adjournment(s) thereof. The Annual Meeting will be conducted via webcast at www.virtualshareholdermeeting.com/LADR2026.

We are providing you this proxy statement (the “Proxy Statement”) and the enclosed proxy card or the Notice of Internet Availability of Proxy Materials (the “Notice”) because the Company’s Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting via the Internet to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy over the Internet, by phone or by mail, if you requested printed copies of the proxy materials.

This Proxy Statement is first being made available on or about April 21, 2026, to all stockholders of record entitled to vote at the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending the Notice to its stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of this Annual Meeting and the cost to the Company associated with the physical printing and mailing of materials.

What is included in these proxy materials?

These proxy materials include:

•The Notice of 2026 Annual Meeting of Stockholders;

•This Proxy Statement for the 2026 Annual Meeting; and

•The Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 9, 2026 (the “Annual Report”).

If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

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What matters will be voted on at the Annual Meeting?

The Company is aware of the following matters to be voted on by stockholders of record at the Annual Meeting:

1.Election to the Board of the nominees named in this Proxy Statement (“Proposal 1”); and

2.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 (“Proposal 2”).

With respect to the election of directors, stockholders present in person or represented by proxy and entitled to vote in the election of directors may vote “For” the nominees for the Board or may “Withhold” authority to vote for the nominees identified in Proposal 1. Stockholders present in person or represented by proxy and entitled to vote may vote either “For” or “Against” or may choose to abstain from voting on Proposal 2.

Will any other business be conducted at the meeting?

Other than the proposals referred to in this Proxy Statement, the Company knows of no other matters to be submitted for a vote of the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

•FOR the election of the nominees for director in Proposal 1; and

•FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 in Proposal 2.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials?

The Company has adopted an SEC-approved procedure called “householding.” Under this procedure, the Company may deliver a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same address unless the Company has received contrary instructions from one or more of those stockholders. This procedure reduces the environmental impact of the Company’s annual meetings and reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholder at a shared address to which the Company delivered a single copy of any of these documents.

To receive free of charge a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, or separate copies of any future notice, Proxy Statement or Annual Report, stockholders may email the Company at Investor.Relations@laddercapital.com or call (917) 369-3207.

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact the Company using the email address and phone number above. Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

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How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to use the Internet to:

•View the Company’s proxy materials for the Annual Meeting; and

•Instruct the Company to send future proxy materials to you by email.

The Company’s proxy materials are also available at ir.laddercapital.com. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.

Choosing to receive future proxy materials by email will reduce the impact of the Company’s annual meetings on the environment and will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who may vote at the Annual Meeting?

No shares of our Class B common stock are outstanding. Accordingly, only holders of record of our Class A common stock at the close of business on April 8, 2026 (the “Record Date”) are entitled to receive notice of, to attend, and to vote in person via webcast at the Annual Meeting as set forth below. As of the Record Date, there were 127,668,084 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

If on the Record Date, your shares were registered directly in your name with Ladder’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may cast your vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed below to help ensure your vote is counted.

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

If I am a stockholder of record, how do I vote?

If you are a stockholder of record, you may vote:

•Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice.

•By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•At the Virtual Annual Meeting. You may also vote at the Annual Meeting. For more information, see “What do I need to attend the Annual Meeting?”

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If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner of shares held in street name, you may vote:

•Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.

•By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.

•By Mail. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

•At the Virtual Annual Meeting. You may also vote at the Annual Meeting if you obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

How do I attend the Annual Meeting?

We will host the Annual Meeting via webcast at www.virtualshareholdermeeting.com/LADR2026. You will not be able to attend the Annual Meeting in person but will be afforded the same rights and opportunities to participate as you would at an in-person meeting. Stockholders may vote and submit questions while participating in the Annual Meeting via the Internet. A summary of the information you need to attend the Annual Meeting online is provided below:

•Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

•We encourage you to access the Annual Meeting online prior to its start time.

•The webcast will start at 11:00 a.m., Eastern Time.

•You will need your 16-Digit Control Number to enter the Annual Meeting.

•A webcast replay of the Annual Meeting will be available at www.virtualshareholdermeeting.com/LADR2026 until 11:59 p.m., Eastern Time, on June 4, 2027.

Why does the Company hold a virtual Annual Meeting?

We value and encourage broad investor participation and believe that a virtual meeting provides an opportunity for stockholders to more easily attend and participate. A virtual meeting, while affording stockholders the same rights and opportunities to participate as they would at an in-person meeting, reduces travel and is therefore more environmentally-friendly for both Ladder and its investors, and also reduces costs, including venue rental, travel, catering and other expenses.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority in voting power of our outstanding Class A common stock entitled to vote at the Annual Meeting are present at the meeting or represented by proxy. Abstentions and broker non-votes (as described below) will be counted towards the quorum requirement. If there is no quorum, we may adjourn the meeting to another date to solicit additional proxies.

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How are proxies voted?

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

•Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

•Sign and return a proxy card without giving specific voting instructions;

then the persons named as proxy holders, Paul J. Miceli and Kelly Porcella, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in accordance with their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This situation is generally referred to as a “broker non-vote.”

Broker non-votes and abstentions will, however, be counted towards determining whether or not a quorum is present.

Which proposals are considered “routine” or “non-routine”?

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal 2.

The election of directors (Proposal 1) is considered a non-routine matter under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with such Proposal.

How many votes are needed to approve each proposal?

Proposal 1. Each share of Class A common stock entitles the holder thereof to one vote for each director nominee named in this Proxy Statement. The election of each director nominee will require the affirmative vote of holders of a plurality of the votes cast by shares of Class A common stock present in person via webcast or represented by proxy at the Annual Meeting.

Proposal 2. Each share of Class A common stock entitles the holder thereof to one vote on Proposal 2 (the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2026). Approval of Proposal 2 will require the affirmative vote of holders of a majority of votes cast by shares of Class A common stock present in person via webcast or represented by proxy at the Annual Meeting.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, broker non-votes, abstentions and votes withheld are not considered votes cast and therefore will have no effect on the outcome of Proposal 1. Abstentions will have no effect on the outcome of Proposal 2 and we do not expect there to be broker non-votes on Proposal 2.

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In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to help ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, or by attending the Annual Meeting and voting in person via webcast. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s Secretary at Ladder Capital Corp, c/o Investor Relations at Investor.Relations@laddercapital.com, prior to the Annual Meeting.

Who will serve as the inspector of election?

We have retained an independent inspector of election who will count the shares voted including shares voted during the Annual Meeting and will certify the election results.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

•As necessary to meet applicable legal requirements;

• To allow for the tabulation and certification of votes; and

• To facilitate a successful proxy solicitation.

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

How will our directors and officers vote on the proposals?

The directors and executive officers of Ladder have informed Ladder that, as of the date of the filing of this Proxy Statement, they intend to vote all shares of Class A common stock owned by them “For” Proposals 1 and 2. As of the Record Date, the directors and executive officers owned, in the aggregate, 16,088,709 shares of Class A common stock entitled to vote at the Annual Meeting.

Who is paying for this proxy solicitation?

The Company will pay the entire cost of soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) to assist with the preparation and distribution of the proxy solicitation materials for the Annual Meeting, act as vote tabulator and host the virtual meeting, at a base fee of $21,000 plus reimbursement of reasonable expenses. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Our directors and employees also may solicit proxies in person, by telephone or by other means of communication. However, they will not receive any compensation for soliciting proxies.

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How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results are expected to be published on a Current Report on Form 8-K filed within four business days after the Annual Meeting.

Where are the Company’s principal executive offices located, and what is the Company’s main telephone number?

The Company’s principal executive offices are located at 320 Park Avenue, 15th Floor, New York, NY 10022, and the Company’s main telephone number is (212) 715-3170.

Whom may I contact with questions?

If you have any questions or require any assistance with voting your shares, please contact your broker or similar agent, or the Company’s Investor Relations team at (917) 369-3207.

What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 2027 annual meeting of stockholders?

Notice of any proposal that a stockholder intends to present at the 2027 annual meeting of stockholders, as well as any director nominations, must be delivered to the Company’s Secretary by mail at 320 Park Avenue, 15th Floor, New York, NY 10022, or by email at Investor.Relations@laddercapital.com, no earlier than February 4, 2027, and no later than the close of business on March 6, 2027. The notice must be submitted by a stockholder of record and must set forth the information required by the Company’s Amended and Restated Bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the 2027 annual meeting of stockholders.

To be considered for inclusion in the Company’s Proxy Statement, all proposals must be submitted in writing to the Company’s Secretary so that they are received no later than December 22, 2026. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in Company-sponsored proxy materials. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a stockholder of record.

No Incorporation by Reference

This Proxy Statement includes several website addresses or references to additional Company reports or resources found on our corporate website. These website addresses are intended to provide inactive, textual references only. The information on these websites, including the information contained in those reports or resources, is not part of this Proxy Statement and is not incorporated by reference in this Proxy Statement.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Nominees for Election to the Board

Identified below are the nominees for election as directors. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than those nominees named in this Proxy Statement. Each of the directors listed below has consented to being named as a nominee in this Proxy Statement and serving on the Board, if elected. Each director, if elected at the Annual Meeting, will serve a three-year term until the 2029 annual meeting of stockholders and each respective successor is duly elected and qualified.

Name

Age as of the Annual Meeting

Position with the Company

Brian Harris

Chief Executive Officer and Director

Mark Alexander

Director

The Board and its Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of Messrs. Harris and Alexander provide the Company with business acumen and a broad range of perspectives to help effectively address the Company’s evolving needs and represent the best interests of the Company’s stockholders. The explanations in this section and the table in “—Board Characteristics, Experience and Skills” below describe the skills, qualities, attributes and experience of the nominees that led the Board and the Nominating and Corporate Governance Committee to determine that it is appropriate to nominate these directors for election.

Brian Harris

Nomination. The Board recommends that stockholders vote for the election of Brian Harris. Mr. Harris’ leadership, market expertise, and demonstrated commitment to the Company and its stockholders continue to make him a valuable member of the Board. Under his leadership, Ladder achieved investment grade credit ratings in 2025, becoming the only investment grade-rated commercial mortgage REIT—a testament to his strategic vision and disciplined approach to managing the Company.

As co-founder and Chief Executive Officer (“CEO”) of Ladder since its inception in 2008, Mr. Harris has led the Company from a private equity–backed startup through multiple credit and economic cycles to its current position as the only investment grade-rated commercial mortgage REIT. His four decades of experience in real estate finance and capital markets have been instrumental in establishing Ladder’s reputation for strong credit performance, rigorous underwriting, and prudent balance sheet management. Under his leadership, Ladder has successfully scaled its operations, navigated complex markets, and achieved the culmination of its long-term goal in 2025—investment grade credit ratings that distinguish Ladder from all of its commercial mortgage REIT peers.

Mr. Harris brings deep expertise across a range of critical areas—including capital management, risk oversight, and real estate finance—and has significant experience as a senior executive in public and private financial institutions. He is a recognized industry leader, having previously held senior roles at both Dillon Read Capital Management (“DRCM”), a wholly-owned subsidiary of UBS AG, and UBS Investment Bank, and Credit Suisse. His experience provides the Board with valuable insight into commercial real estate markets, investor strategy, and long-term stockholder value creation.

Importantly, Mr. Harris’ strong alignment with fellow stockholders underscores his continued value to the Board. At Ladder’s founding, Mr. Harris made a $25 million personal investment in the Company and today remains its largest individual and third-largest overall stockholder, with ownership of over 6% of the Company’s outstanding Class A common stock, reflecting both his initial investment and the accumulation of vested equity compensation over time. The Board believes this substantial ownership stake reflects a deep commitment to the Company’s success and reinforces his perspective as both a steward of capital and a long-term stockholder.

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Biography. Mr. Harris is a co-founder of Ladder and has served as CEO of Ladder since its formation in October 2008. Mr. Harris has been a director of Ladder Capital Corp since its formation in May 2013 and a director of Ladder Capital Finance Holdings LLLP (“LCFH”) since October 2008. Mr. Harris has 40 years of experience in the real estate and financial markets. Prior to forming Ladder, Mr. Harris served as a Senior Partner, Managing Director and Head of Global Commercial Real Estate at DRCM, from June 2006 to May 2007, managing over $500 million of equity capital from UBS AG for DRCM’s commercial real estate activities globally. Prior to joining UBS Investment Bank, Mr. Harris served as Head of Commercial Mortgage Trading at Credit Suisse, where he was responsible for managing all proprietary commercial real estate investment and trading activities. Mr. Harris also previously worked in the real estate groups at Lehman Brothers, Salomon Brothers, Smith Barney and Daiwa Securities. Mr. Harris earned a B.S. in Biology and an M.B.A. from The State University of New York at Albany.

Mark Alexander

Nomination. The Board recommends that stockholders vote for the election of Mark Alexander. Mr. Alexander’s financial expertise, technology leadership, cyber and risk oversight, and governance experience continues to make him a valuable member of the Board and an effective steward of stockholder interests.

Mr. Alexander brings more than 40 years of senior leadership experience in financial services, operations, technology, and risk management, and has served as a director of Ladder since 2015. He chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee, where his cross-functional expertise in cybersecurity, financial oversight, and regulatory governance meaningfully enhances the Board’s effectiveness in these critical areas.

As Chair of the Audit Committee, Mr. Alexander draws on his background as a Certified Public Accountant (inactive) and his financial and operational acumen to provide strong oversight of the Company’s financial reporting, internal controls, and enterprise risk management. His extensive experience in technology and operations—gained through senior executive roles at Rockefeller Capital Management and Bank of America Merrill Lynch—also brings valuable perspective to the Committee’s oversight of the Company’s cybersecurity and data privacy programs, artificial intelligence governance, as well as broader technology initiatives.

Mr. Alexander’s contributions to the Nominating and Corporate Governance Committee are similarly grounded in his long-standing governance experience. He has served on the boards of several key financial market infrastructure organizations, including the Depository Trust and Clearing Corporation (where he was Lead Director and chaired the Audit Committee), Euroclear, LCH.Clearnet, and the Participants’ Trust Company (where he served as Chair). These roles have given him a deep understanding of corporate governance practices, systemic risk oversight, and board leadership at institutions operating under intense regulatory scrutiny.

Biography. Mr. Alexander was initially appointed a director of Ladder in June 2015. Mr. Alexander is Executive Vice President and Chief Technology, Operations and Transformation Officer at Rockefeller Capital Management (“Rockefeller”), a privately-owned financial services firm offering global family office, asset management and investment banking services to high-net-worth and ultra-high-net-worth individuals, families and institutions. Prior to joining Rockefeller, Mr. Alexander was the Chief Executive Officer and board member of iCreditWorks, a fintech start-up that leverages mobile and emerging technologies to transform point-of-care lending between healthcare consumers and professionals. Mr. Alexander has spent his career focusing on financial services, technology and operations, previously serving as an Executive Advisor to McKinsey & Company, Aquiline Capital Partners, and Broadridge Financial Solutions, as well as serving in other advisory roles through his company, Latigo Financial Services (“Latigo”). Prior to forming Latigo, Mr. Alexander spent 24 years at Merrill Lynch and its successor Bank of America Merrill Lynch, becoming the Chief Information Officer and Head of Technology and Operations for Global Markets and Global Wealth and Investment Management. Mr. Alexander has played an active role in numerous securities industry associations in the U.S. and Europe and has served on the boards of Depository Trust and Clearing Corporation, where he was Lead Director in 2012/2013, Euroclear, LCH.Clearnet, the European Securities Clearing Corporation, the Government Securities Clearing Corporation, and the Participants’ Trust Company, where he was chairman from 1996-1997. Mr. Alexander is a Certified Public Accountant (inactive) and received a B.B.A. from Hofstra University and an M.B.A. from New York University’s Stern School of Business.

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Directors

The following sets forth information regarding our current Board. Biographical information pertaining to Messrs. Harris and Alexander, who are our current nominees for reelection to the Board at the Annual Meeting, can be found in the section above entitled “Nominees for Election to the Board.” The compensation program for our non-employee directors is described below under “Executive Compensation—Director Compensation.”

Name

Age as of the Annual Meeting

Position with the Company

Alan H. Fishman

Non-Executive Chairperson of the Board

Brian Harris

Chief Executive Officer and Director

Mark Alexander

Director

Douglas Durst

Director

Pamela McCormack

President and Director

Jeffrey Steiner

Director

David Weiner

Director

Alan H. Fishman. Mr. Fishman is Non-Executive Chairperson of the Board of Directors of Ladder and serves on the Audit, Compensation, and Risk and Underwriting Committees.

Qualifications and Contributions. Mr. Fishman has served as the independent Non-Executive Chairperson of the Board since Ladder’s inception, bringing decades of leadership experience in financial services, risk management and corporate governance. Mr. Fishman also serves as a member of the Audit and Compensation Committees and as Chairperson of the Risk and Underwriting Committee. As a significant stockholder with a $7.5 million personal investment at Ladder’s inception and ownership of approximately one percent (1%) of the Company’s Class A common stock, Mr. Fishman’s interests are aligned with those of his fellow stockholders. The Board believes that his deep knowledge of Ladder’s business and the commercial real estate industry helps ensure the Board focuses on the critical issues and opportunities impacting the Company and its stockholders. Under his governance leadership, Ladder achieved investment grade credit ratings in 2025, becoming the only investment grade-rated commercial mortgage REIT—a testament to the Board’s disciplined oversight and Mr. Fishman’s stewardship as Non-Executive Chairperson.

As Non-Executive Chairperson, Mr. Fishman oversees and facilitates the effective functioning of the Board by chairing meetings, guiding strategic discussions, and fostering active director participation. He presides over executive sessions of the independent directors and maintains strong communication between the Board and management to help ensure alignment on key opportunities, risks, and strategic priorities. His leadership has been instrumental in navigating Ladder through complex challenges, including the unprecedented disruptions of the COVID-19 pandemic and the evolving dynamics of the commercial real estate market. As a member of the Audit Committee, Mr. Fishman plays a critical role in overseeing financial reporting, internal controls, and compliance, helping to ensure that the Company maintains a robust governance framework. Additionally, as a member of the Compensation Committee, and in collaboration with Mr. Durst and Mr. Steiner, Mr. Fishman has played a significant role in developing a compensation strategy that aligns the performance and dedication of our management team and employees with stockholder value.

Biography. Mr. Fishman was initially appointed as Non-Executive Chairperson of Ladder at its formation in May 2013 and previously was the Non-Executive Chairperson of our operating partnership, LCFH, since its formation in October 2008. Mr. Fishman made a $7.5 million personal investment in Ladder at its inception and owns approximately one percent (1%) of the outstanding Class A common stock of Ladder. Mr. Fishman has had an extensive career in the financial services industry, having served in top executive positions at Washington Mutual Inc., Independence Community Bank, Sovereign Bancorp. and ContiFinancial Corp., and as the chairperson of Meridian Capital Group. Mr. Fishman has been a private equity investor focusing on financial services at Neuberger and Berman, Adler & Shaykin and at his own firm, Columbia Financial Partners LP, and has held a variety of senior executive positions at Chemical Bank and American International Group. In addition, Mr. Fishman is a member of the board of directors of Santander Holdings USA, Inc. and is the lead independent director, chairperson of the Audit Committee, and a member of the Executive and Risk Committees of its subsidiary, Santander Bank, N.A., as well as chairperson of Santander Investment Securities Inc. Mr. Fishman is also Chairperson Emeritus of both the

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Board of Trustees of the Brooklyn Academy of Music and the Brooklyn Community Foundation. Mr. Fishman is on the audit committee at Continental Grain Company, on the board of MDSolarSciences, as well as the boards of several other not-for-profit and civic organizations. Mr. Fishman, during his tenure as chairman of the Brooklyn Navy Yard Development Corporation, played a significant role in the redevelopment and revitalization of the Brooklyn Navy Yard. Mr. Fishman received a B.S. from Brown University and a Masters in Economics from Columbia University.

Douglas Durst. Mr. Durst was initially appointed a director in January 2014 and currently serves as chairperson of both our Nominating and Corporate Governance Committee and Compensation Committee.

Qualifications and Contributions. Mr. Durst’s extensive experience as a real estate developer and environmental advocate, coupled with his strategic acumen with regard to both Ladder’s business and human capital management, position him as an important member of the Board. Mr. Durst (through family investment vehicles) invested $30 million in Ladder at its inception and an additional $5 million in 2011. To our knowledge, he (personally and through family investment vehicles) is our fifth largest stockholder.

As a seasoned real estate developer, Mr. Durst’s insights have played an important role in steering the Company through uncertain times, including the unprecedented challenges of the COVID-19 pandemic and the evolving landscape of the commercial real estate industry. In Mr. Durst’s capacity as chairperson of the Compensation Committee, he has demonstrated a keen understanding of the significance of attracting and retaining top-tier talent. Together with Mr. Steiner and Mr. Fishman, he has been integral in crafting a compensation strategy that aligns the performance and dedication of our Named Executive Officers and employees with stockholder value. Furthermore, Mr. Durst’s long-standing involvement in environmental advocacy gives him a distinct perspective and insight into the issues and opportunities that matter to stakeholders with regard to Ladder’s corporate responsibility, as overseen by the Nominating and Corporate Governance Committee.

Biography. Mr. Durst is the chairman and a member of the third generation to lead The Durst Organization, one of the oldest family-run commercial and residential real estate companies in New York City. Mr. Durst joined the Durst Organization in 1968. The Durst Organization built the nation’s first sustainable skyscraper, 151 West 42nd Street (formerly 4 Times Square), and the first LEED Platinum high-rise office tower, The Bank of America Tower at One Bryant Park. Today, the company owns, manages and operates a 13-million square foot office portfolio and nearly 3,500 residential rental units, as well as overseeing the development, management and leasing of One World Trade Center. Mr. Durst was formerly the chairman of the Real Estate Board of New York and he serves as a director of The New School and The Roundabout Theater and Primary Stages. Mr. Durst also serves as a board member of the Earth Day Initiative and trustee emeritus of The Trust for Public Land. Mr. Durst has been an environmental advocate for many years and founded The Model Organic Farm Foundation, a nonprofit organization that operates one of the largest organic farms in New York State. Along with other family members, he is a trustee of The Old York Foundation, established by his father, which is committed to helping people through education to understand the history and issues facing New York City. Mr. Durst received a B.A. from the University of California Berkeley and a Doctor of Humane Letters (honoris causa) from each of the City University of New York and Allegheny College.

Pamela McCormack. Ms. McCormack was initially appointed a director of Ladder in June 2019.

Qualifications and Contributions. Ms. McCormack’s distinguished career as a commercial real estate executive, attorney, and co-founder of Ladder, combined with her extensive expertise in business operations and capital management, makes her a valuable member of the Board.

Since co-founding Ladder in 2008, she has been instrumental in transforming the Company from a private equity-backed startup into an investment grade-rated, publicly-traded commercial mortgage REIT. Her leadership has been pivotal in navigating events such as the COVID-19 pandemic, obtaining investment-grade ratings, and securing our now $1.25 billion unsecured revolving credit facility that further enhanced Ladder’s financial position. Ms. McCormack is also among our top 25 stockholders, with holdings valued at approximately $12.1 million as of December 31, 2025.

As President of Ladder since 2017, Ms. McCormack oversees Ladder’s national, middle-market-focused direct origination platform and serves on the Investment Committee. She manages a broad array of operational and strategic functions, including risk management, asset management, financing, legal, compliance, human resources, and investor relations. With a legal background as a licensed attorney and significant public company executive experience, Ms. McCormack brings critical

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insights that help align Ladder’s performance with stockholder value. Her holistic approach to business management and corporate culture further underscores her value to the Board.

Biography. Ms. McCormack is a co-founder and the President of Ladder and a licensed attorney. Since co-founding Ladder in 2008, she has been instrumental in transforming the Company from a private equity-backed startup into a publicly-traded and investment grade-rated commercial mortgage REIT. Before forming Ladder in October 2008, Ms. McCormack served as Head/Co-Head of Transaction Management - Global Commercial Real Estate at both DRCM and UBS Investment Bank, managing teams responsible for the structuring, negotiating and closing of all real estate investments globally. Prior to her tenure at UBS, Ms. McCormack held the role of Vice President and Counsel at Credit Suisse, and Associate at leading global law firms. Ms. McCormack received a B.A. from the State University of New York at Stony Brook and a J.D. from St. John’s University School of Law, and served on the Advisory Board of St. John’s Mattone Family Institute for Real Estate Law. Ms. McCormack has over 29 years of experience in commercial real estate finance.

Jeffrey Steiner. Mr. Steiner was initially appointed a director in July 2018 and serves on our Compensation Committee.

Qualifications and Contributions. Mr. Steiner’s distinguished career as an attorney, specializing in structuring complex commercial real estate transactions and serving as a partner at global law firms with both managerial and practice leadership roles, equips him with invaluable insights into the Company’s investments, business operations, and employee compensation and retention strategies and positions him as an important member of the Board.

Mr. Steiner’s extensive legal background, representing investment banks, private equity firms, private real estate operating companies, mortgage REITs, and other lenders and investors, provides a comprehensive perspective on real estate and finance transactions. His dual expertise in law and business enhances Ladder’s risk management, strategy development, and legal and regulatory compliance. During the challenging times of the COVID-19 pandemic, Mr. Steiner’s financing acumen played a pivotal role in helping the Company navigate the reduced liquidity and increased volatility in the markets. His ongoing involvement in structuring transactions in the commercial real estate sector positions him as a valuable resource for understanding market trends. As a partner with a history of leadership at global law firms, Mr. Steiner demonstrates adeptness in overseeing people, processes, and systems, including developing and retaining talented teams of professionals. This background qualifies him for his role on our Compensation Committee. Collaborating with Mr. Durst and Mr. Fishman, Mr. Steiner has been instrumental in crafting a compensation strategy that aligns with the strong performance and dedication of our management team and employees.

Biography. Mr. Steiner is a partner at McDermott Will & Schulte LLP, an international law firm, and has more than 35 years of experience in real estate, real estate finance and real estate capital markets transactions in all areas of real estate finance, joint ventures, acquisitions and dispositions and leasing for the full spectrum of public, private, institutional and non-institutional clients. In particular, Mr. Steiner’s practice focuses on structuring, restructuring and managing complex real estate debt and equity investments and investment vehicles in the U.S. and worldwide. Mr. Steiner formerly served as the Global Head of the Real Estate Finance Group of McDermott Will & Schulte, co-managing partner of the firm’s New York office, and a member of the firm’s Management Committee. Mr. Steiner has represented Wall Street investment banks, private equity firms, mortgage REITs, and other lenders and investors in all aspects of real estate and finance transactions, including construction, conduit, floating and fixed-rate financings, forward loan commitments, mezzanine loans, loan participations, complex office leasing and mortgage-backed securities transactions. Prior to joining McDermott Will & Schulte LLP in March 2018, Mr. Steiner was a partner at DLA Piper LLP (US) from September 2008 to March 2018, where he was the Global Co-Chairperson of the Finance Department and a member of the firm’s Executive Committee. Mr. Steiner holds a J.D. from Fordham University School of Law and a B.A. from McGill University.

David Weiner. Mr. Weiner was initially appointed a director of Ladder in June 2019 and serves on the Audit Committee.

Qualifications and Contributions. Mr. Weiner brings to the Board over 30 years of investment industry experience and deep expertise in capital management, investment markets, regulatory compliance, and risk management. His extensive background positions him as an important member of the Board, offering valuable insights to Ladder as both a capital provider and participant in equity and debt capital markets.

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From his distinguished career at leading institutions such as Stifel, RBC Capital Markets, Lazard Freres, UBS, Deutsche Bank, and Lehman Brothers, Mr. Weiner offers decades of experience managing investor funds and equity derivatives, seeking to optimize risk-adjusted returns while navigating complex investment environments. His roles as Managing Director at RBC Capital Markets, where he led the equity swap desk and marketed equity derivatives, U.S. Head of Derivatives at CALFP, a joint venture between Credit Agricole Bank and Lazard Freres, and founder of Chrome Capital Management LLC (“Chrome”), a registered investment advisor, highlight his understanding of financial markets, regulatory compliance, financial data and investment trend analysis, and business operations.

Biography. Mr. Weiner has over 30 years of investment industry experience and has been a Senior Vice President/Investments at Stifel since 2014. Prior to Stifel, Mr. Weiner created and managed Chrome. Prior to founding Chrome, Mr. Weiner was a Managing Director at RBC Capital Markets, where he led the equity swap desk and marketed equity derivatives to RBC’s corporate clients. Mr. Weiner joined RBC Capital Markets from Lazard Freres where, in addition to other responsibilities, he served as the U.S. Head of Derivatives at CALFP. Prior to CALFP, Mr. Weiner held various equity and fixed income derivative and capital market positions at UBS, Deutsche Bank, and Lehman Brothers. Mr. Weiner began his career in the actuarial field. He holds a B.S. in Economics from the State University of New York at Albany.

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Board Characteristics, Experience and Skills

Our current directors provide an array of qualifications to serve on our Board and attributes that inform their perspectives and benefit Ladder. Our Board includes directors with knowledge of, and/or with experience in:

Characteristics, Experience and Skills

Facilitate Board Oversight of Ladder’s . . .

Fishman

Harris

Alexander

Durst

McCormack

Steiner

Weiner

Accounting/Auditing

Experience in analyzing financial statements and data or accounting or auditing management experience

Financial reporting and system of internal controls

☑

Business Operations

Experience in managing the people, processes and systems of an organization or department to efficiently and effectively drive business goals

Strategy, staffing, spending and execution of business plans

☑

Capital Management

Experience in managing and allocating investor funds or company financial resources to maximize risk adjusted returns

Capital structure, including use of debt, equity, and cash allocated among business lines to fund investments with attractive risk adjusted returns

☑

Corporate Responsibility

Experience with corporate responsibility matters, including corporate governance, environmental compliance and employee and community engagement

Commitment to strong corporate governance, responsible business practices, and positive corporate culture

☑

Financial Expertise/Literacy

Experience in financial management, modeling, forecasting, budgeting, or investing

Financial risk management, decision-making and communication with stakeholders, including investors and lending and depository relationships

☑

Independence

Meets SEC and New York Stock Exchange (“NYSE”) criteria for “independence” and is determined to possess the ability to exercise judgment independent of management and prioritize the best interests of stockholders

Management and Board decisions regarding business strategy, corporate governance and disclosure

☑

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Characteristics, Experience and Skills

Facilitate Board Oversight of Ladder’s . . .

Fishman

Harris

Alexander

Durst

McCormack

Steiner

Weiner

Investment Markets

Knowledge and experience in global or U.S. debt and equity markets, investment strategies, and investment trends

Performance in the markets in which we operate, including the CMBS and CLO securitization markets, as well as our navigation of market volatility, adverse changes in economic and market conditions, and changes in interest rates, inflation and credit spreads

☑

Legal Experience

Experience navigating complex legal issues as a licensed attorney

Insight into potential legal implications of business decisions, evaluation of outside legal advice and navigation of complex legal matters

☑

Other Public Company Board Experience

Valuable corporate governance insight gained by serving on the boards of other public companies

Corporate governance, regulatory compliance, and strategic planning

☑

Public Company Executive Experience

Experience serving in a senior leadership role in a public company, accountable for corporate decision-making and accountable to investors, regulators, lenders and other stakeholders

Public company operations including human capital management, investor relations and financing

☑

Regulatory/Risk Management

Expertise in identifying, managing and mitigating risks, such as financial, operational, reputational, and cyber risks, as well as overseeing compliance with relevant laws, regulations, and standards

Risk mitigation strategies, compliance with laws, regulations, policies and procedures

☑

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Characteristics, Experience and Skills

Facilitate Board Oversight of Ladder’s . . .

Fishman

Harris

Alexander

Durst

McCormack

Steiner

Weiner

REIT/Real Estate Industry Experience

Experience in Real Estate Investment Trusts (“REITs”) or real estate acquisitions, ownership, operations, valuation, development, leasing, sales or financing, providing an understanding of the challenges and opportunities within this sector

Commercial real estate investment activities of loan origination, property ownership and securities investments and REIT compliance

☑

Real Estate Finance Experience

Experience in evaluating, structuring, pricing and obtaining or issuing commercial real estate-related debt

Financing strategies and agreements as well as its commercial real estate loan origination business

☑

Technology

Expertise in leveraging technology to enhance performance and efficiency and in protecting an organization from cyber threats and data breaches

Technology initiatives, including cybersecurity, artificial intelligence, and data privacy

☑

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Corporate Governance


Ladder Corporate Governance Highlights
Independent Non-Executive Chairperson			Ladder stockholders benefit from the experience of, and alignment of interest with, our independent Non-Executive Chairperson who owns 1% of Ladder
No Hedging, Derivatives or Pledging			We prohibit short sales, transactions in derivatives, hedging and pledging of our equity securities by directors, executive officers and employees
Robust Board Evaluation			A rigorous Board, Committee and director self-assessment process helps our Board evaluate its performance, and identify and address any potential gaps
Executive Sessions			Our independent directors hold regular executive sessions
Stock Ownership Guidelines			We have stock ownership guidelines for all executive officers and non-employee directors
Whistleblower Policy			With an anonymous phone line and web-based reporting system, our process helps ensure the confidentiality and protection of whistleblowers
No Overboarding			Directors do not serve on more than three public company audit committees
No Stockholder Rights Plan or “Poison Pill”			We do not have a stockholder rights plan or “poison pill”
Independent Directors			Five of our seven directors are independent under applicable NYSE and SEC rules. Our Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors
Stockholder Engagement			We have a robust year-round stockholder engagement process
Succession Planning			The Board engages in succession planning of executive officers

Board Alignment of Interests. We firmly believe that one of the most effective ways to align with stockholders is by investing in Ladder’s stock ourselves. As of December 31, 2025, members of our Board collectively owned 11.2% of Ladder’s Class A common stock, which would effectively make our Board the Company’s largest stockholder—owning 26% more than the next largest stockholder. When we combine the Board’s interests with those of our additional Named Executive Officers, our internal stockholder representation increases to 11.9%. Therefore, during our quarterly Board meetings, which are typically attended by the entire Board and the Named Executive Officers, we engage with 11.9% of our stockholders, including some of the largest investors. The Board is confident that this level of ownership in an internally-managed REIT firmly aligns their interests with those of fellow stockholders.

Our Board members’ holdings are not limited to stock received as part of their equity-based compensation; they also include significant personal investments made in Ladder, primarily at inception. Collectively, their personal investments amounted to $67.5 million:

•Mr. Harris invested $25 million;

•Mr. Durst (through family investment vehicles) invested $35 million; and

•Mr. Fishman invested $7.5 million.

As of December 31, 2025, our Board’s Ladder holdings were valued at $156.4 million. Excluding the collective Board ownership as described above, and to our knowledge:

•Mr. Harris remained Ladder’s top individual stockholder and third largest stockholder overall, with holdings valued at $90.0 million;

•Mr. Durst (personally and through family investment vehicles) was our fifth largest stockholder, with holdings valued at $39.6 million; and

•Mr. Fishman and Ms. McCormack were both individually among the top 25 stockholders, with holdings valued at $13.7 million and $12.1 million, respectively.

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See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for details of the Board’s current ownership. See also “Executive Compensation—Director Compensation—Non-Employee Director Stock Ownership Guidelines” for details regarding Ladder’s stock ownership guidelines for directors. The Board also adopted Executive Stock Ownership Guidelines for our Named Executive Officers, who collectively own 8.0% of Ladder’s Class A common stock as of December 31, 2025. See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Framework—Executive Stock Ownership Guidelines.”

Board Leadership. Mr. Fishman has served as the independent Non-Executive Chairperson of the Board since Ladder’s inception. The Board believes that Mr. Fishman, who owns approximately one percent (1%) of Ladder’s Class A common stock, is aligned with his fellow stockholders and has the in-depth knowledge of the issues, challenges and opportunities facing Ladder to assure that the Board’s time and attention are focused on what it views as the most critical matters. As Non-Executive Chairperson, Mr. Fishman’s significant core responsibilities include chairing Board meetings, guiding discussions at Board meetings and encouraging director participation and input, presiding at the regularly scheduled executive sessions of the independent directors of the Board, and engaging with directors between Board meetings to further identify items for consideration. Mr. Fishman facilitates robust and effective communication between the directors and members of management, and the Board believes that the overall leadership structure is effective in providing the Board with a well-informed and current view of our business that enhances its ability to address strategic considerations, as well as focus on the opportunities and risks that are of greatest importance to us and our stockholders.

The Board does not believe that mandating a particular leadership structure is necessary to achieve effective oversight and retains the authority to modify its leadership structure when and, if appropriate, in the best interest of Ladder’s stockholders. The Board takes a thoughtful approach in evaluating and implementing the leadership structure for the Board based on applicable facts and circumstances, including the qualifications and experience of our then-serving directors and the evolving needs of our Company, which necessarily change over time.

Board Structure. The Board, which consists of seven directors, met four times during 2025. The Board believes that a seven-person board is appropriate for a company with just 60 employees as of December 31, 2025. This size provides diversity of experience and expertise while, along with the added benefit of an odd number of members, facilitating efficient and nimble decision-making. The Board and Nominating and Corporate Governance Committee review the size and composition of the Board to endeavor to continue to meet the best interests of the Company and its stockholders. As discussed below, the Company will consider a range of qualified candidates upon a vacancy.

The Board is divided into three classes, each serving staggered, three-year terms:

• Our Class I directors are Messrs. Durst and Steiner;

• Our Class II directors are Messrs. Fishman and Weiner and Ms. McCormack; and

• Our Class III directors are Messrs. Harris and Alexander.

As a result, only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms. Vacancies on our Board can be filled by resolution of our Board.

Consistent with the practice of certain of the Comparable Companies (as defined in “Executive Compensation—Setting Executive Compensation—Role of the Compensation Consultant and Use of Peer Group Data”) and a sizeable number of Russell 3000 companies, a classified board remains a feature of our corporate governance. As the only investment grade company in the commercial mortgage REIT sector, Ladder’s strategic positioning is particularly valuable, and the Board believes Ladder’s strong performance has been driven in part by its governance structure. The classified board enables Ladder to be selective in choosing strategic partners and provides stability and a long-term perspective. It also provides management the flexibility to prioritize balance sheet strength and liquidity during periods of market dislocation without concern that prioritizing stability could invite short-term opportunism. This structure supported management’s disciplined, strategic approach to operating the Company during recent market volatility, ultimately contributing to Ladder’s achievement of investment grade ratings.

Specifically, our classified board provides Ladder with:

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•Stability by enabling directors to focus on long-term priorities and strategic objectives, supporting Ladder’s achievement and maintenance of its differentiated status as the only investment grade-rated commercial mortgage REIT;

•Continuity of leadership;

•Enhanced Board independence as a result of reduced vulnerability to external pressure; and

•The ability to evaluate strategic opportunities and engage with potential partners from a position of strength, helping to ensure that any transaction reflects the long-term value of the Company for all stockholders.

Our substantial insider ownership—with the Board and management collectively owning 11.9% of Class A common stock as described above—creates strong alignment that complements the classified structure. Each class of the Board includes directors with a personal investment in the Company’s long-term success.

Board Composition. Ladder has adopted Corporate Governance Guidelines that describe the Company’s criteria for directors and the director nominating process, summarized herein. As part of its ongoing governance practices, the Board evaluates Board composition, including considerations of tenure, skills, and refreshment, to ensure continued alignment with the Company’s evolving strategic needs.

The Company seeks to align Board composition with the Company’s strategic direction so that directors possess the skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience.

Criteria that are typically considered by the Board in the selection of directors include:

•The independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual;

•The business or other relevant experience, skills and knowledge that the individual may have that will enable their effective oversight of the Company’s business;

•The fit of the individual’s skill set and personality with those of the other directors so as to build a Board that works together effectively and constructively; and

•The individual’s ability to devote sufficient time to carry out the responsibilities of a Ladder director in light of such individual’s occupation and service on the boards of directors of other public companies.

Nominating Process. The Nominating and Corporate Governance Committee is responsible for screening and recommending to the Board nominees for election as directors of the Company, including nominees recommended by stockholders of the Company. The Nominating and Corporate Governance Committee generally will consider director candidates recommended by a stockholder on the same basis as if such candidates were recommended by other sources, provided that, where a third party has the right to propose for nomination one or more directors to the Board, the selection and nomination of such directors need not be subject to the nominating process described in our Corporate Governance Guidelines. When formulating its Board membership recommendations, the Nominating and Corporate Governance Committee considers advice and recommendations from stockholders, management, and others as it deems appropriate, and will also take into account the performance of incumbent directors in determining whether to recommend them for reelection. As part of its proactive governance stewardship and long-term succession planning efforts, the Committee also considers the overall composition of the Board, including the balance of tenure, skills, and perspectives, to help ensure the Board continues to effectively oversee and support the Company’s strategic objectives. The Company, among other resources, may rely upon its vast commercial real estate finance and risk management network in identifying potential qualified candidates for the Board.

Following the completion of interviews (including, as appropriate, with other directors, the CEO and other members of management) and reference checks of identified candidates, the Nominating and Corporate Governance Committee makes recommendations to the Board with respect to the candidates. The full Board then votes on the Committee’s recommendations. In the case of a vacancy between annual meetings, a candidate approved by a majority of the Board shall be appointed to a class

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and shall be nominated for election by the Company’s stockholders at the next applicable Annual Meeting that such class is designated to stand for election.

Board Independence. The Board has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, and affiliations, the Board has determined that Messrs. Fishman, Alexander, Durst, Steiner and Weiner do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” All matters relating to such relationships fall within the criteria set forth in our Corporate Governance Guidelines. Our Non-Executive Chairperson presides at the regularly scheduled executive sessions of these independent directors of the Board.

There are no family relationships among the Company’s executive officers and directors.

Board Committees. The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk and Underwriting Committee. The Board has determined that all committee members, excluding Mr. Harris, the Company’s CEO, who serves on the Risk and Underwriting Committee, are independent under applicable NYSE and SEC rules for committee memberships.

All committees operate under written charters adopted by the Board. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters and the Company’s Corporate Governance Guidelines are available on our website at ir.laddercapital.com.

During 2025, each member of the Board attended or participated in at least 75% of the meetings of the Board and the meetings held by each of the Audit, Compensation and Nominating and Corporate Governance committees of the Board on which such person served. The current chairpersons and members of the committees are shown in the table below.

Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Risk and Underwriting Committee

Alan H. Fishman

Member

—

Chair

Brian Harris

—

SEC Form DEF 14A filed by Ladder Capital Corp