LADR Ladder Capital Corp

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 15, 2023 (the “Effective Date”), Paul J. Miceli, the Chief Financial Officer of Ladder Capital Corp (“Ladder”), entered into an amended and restated employment agreement with Ladder Capital Finance LLC (“LCF”), a subsidiary of Ladder, effective as of the Effective Date (the “Miceli Employment Agreement”). The Miceli Employment Agreement supersedes in its entirety that certain employment agreement entered into by and between LCF and Mr. Miceli, dated as of February 9, 2021.

Also on the Effective Date, Kelly Porcella, the Chief Administrative Officer, General Counsel and Secretary of Ladder, entered into an employment agreement with LCF, effective as of the Effective Date (the “Porcella Employment Agreement” and, together with the “Miceli Employment Agreement,” the “Employment Agreements”).

The Employment Agreements each provide the applicable executive with a base salary of not less than a specified amount per year ($350,000 for Mr. Miceli and $225,000 for Ms. Porcella), as well as the opportunity to participate in LCF’s standard employee benefits programs. The Employment Agreements do not provide for a fixed term of employment. In addition, the Employment Agreements provide that the applicable executive will be eligible to receive an annual cash bonus and an annual equity incentive grant, each pursuant to a framework previously agreed to by the Chief Executive Officer of Ladder and the Board of Directors of Ladder. This framework determines the portion (if any) of the targeted annual bonus pool that may be paid to, and the terms of any annual equity award (if any) that may be granted to, each member of Ladder’s management team (which includes Mr. Miceli and Ms. Porcella).

Pursuant to the Employment Agreements, in the event that the applicable executive retires at the age of at least 62 and with at least ten years of service with LCF, then (i) any unvested time-based equity awards will vest on the five year anniversary of such retirement date, and (ii) any unvested performance-based equity awards will continue to be eligible to vest in accordance with the applicable performance vesting criteria, and to the extent such performance vesting criteria is satisfied, will vest on the five year anniversary of such retirement date, in each case, so long as such executive does not at any time during such five-year period engage or otherwise work in the commercial real estate business in a manner that is in competition with LCF, Ladder and their respective subsidiaries and affiliates.

Pursuant to the Employment Agreements, upon a termination by LCF without cause or by the applicable executive for good reason (in each case as defined in the applicable Employment Agreement), subject to the applicable executive’s execution and non-revocation of a release of claims in favor of LCF, Ladder and their respective subsidiaries and affiliates, such executive will be entitled to receive the following:

Pursuant to the Employment Agreements, each applicable executive is subject to a confidentiality covenant, a 90-day post-termination non-competition covenant (which LCF can elect to extend for an additional 90 days subject to certain conditions, including continued payment of base salary during such 90-day period), and a two-year post-termination non-solicitation of employees, independent contractors, investors and customers covenant.

The foregoing summary of the Employment Agreements is qualified in its entirety by reference to the Miceli Employment Agreement and the Porcella Employment Agreement, a copy of each of which is filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated by reference herein.