Alan Fishman
About Alan H. Fishman
Alan H. Fishman (age 79) is the independent Non‑Executive Chairperson of Ladder Capital Corp’s Board, serving since Ladder’s formation in May 2013 and previously as Non‑Executive Chairperson of Ladder Capital Finance Holdings LLLP since October 2008. He is a seasoned financial services executive with extensive risk management, audit oversight, and corporate governance experience; he owns approximately 1% of Ladder’s Class A common stock and made a $7.5 million personal investment at Ladder’s inception, aligning his interests with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Mutual Inc.; Independence Community Bank; Sovereign Bancorp; ContiFinancial Corp. | Top executive roles (various) | Not disclosed | Leadership across banking and finance, risk management |
| Meridian Capital Group | Chairperson | Not disclosed | Oversight in real estate finance |
| Neuberger & Berman; Adler & Shaykin; Columbia Financial Partners LP | Private equity investor (financial services focus) | Not disclosed | Investment management and governance |
| Chemical Bank; American International Group | Senior executive roles | Not disclosed | Financial services operations |
| Brooklyn Navy Yard Development Corporation | Chair | Not disclosed | Led redevelopment and revitalization initiatives |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Santander Holdings USA, Inc. | Director | — |
| Santander Bank, N.A. (subsidiary of SHUSA) | Lead Independent Director; Chair of Audit; Member of Executive and Risk | Audit (Chair), Executive, Risk |
| Santander Investment Securities Inc. | Chairperson | — |
| Continental Grain Company | Audit Committee member | Audit |
| MDSolarSciences | Director | — |
| Brooklyn Academy of Music; Brooklyn Community Foundation | Chairperson Emeritus | — |
| Multiple other non‑profit/civic boards | Director/Trustee | — |
Board Governance
| Attribute | Detail |
|---|---|
| Board Role | Non‑Executive Chairperson; presides over executive sessions of independent directors |
| Independence | Determined independent under SEC/NYSE; assessed for relationships and ownership; no interference with independent judgment |
| Committees | Audit (Member); Compensation (Member); Risk & Underwriting (Chair) |
| Audit Committee expertise | Fishman meets SEC “Audit Committee Financial Expert” definition |
| Attendance | All directors attended ≥75% of Board and committee meetings in 2024; Board met 4 times in 2024 |
| Annual meeting participation | All directors attended the 2024 Annual Meeting |
| Stockholder engagement | Fishman and CAO contacted 23 largest holders (≈48% of shares); met with five holders (≈21% of shares); off‑season outreach engaged holders representing ≈9% of shares |
| Anti‑hedging/pledging | Company prohibits hedging, derivatives, and pledging by directors and employees |
| Director ownership guidelines | Required to hold vested shares equal to the greater of $225,000 or 3x annual retainer; all non‑employee directors compliant |
| Board structure | Classified board (staggered 3‑year terms) with seven directors; rationale includes continuity and takeover defenses |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Chair) | $300,000 | Per director agreement dated Sept 22, 2008; payable annually; terminable by Fishman or Board or upon sale of the Company |
| Committee chair fees | Not specified for Risk & Underwriting | Policy provides $15,000 (Audit/Compensation chairs) and $10,000 (Nominating chair) for those roles; Fishman’s committee memberships do not include those chair fees |
| Total cash (2024) | $300,000 | As reported in Director Compensation table |
| Director agreement terms | Terminable upon notice or sale | Chair arrangement distinct from standard director retainer |
Performance Compensation (Director)
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (Director Annual Stock Award) | Feb 18, 2024 | 7,109 | $76,066 | Vests in full on one‑year anniversary or upon change‑in‑control; subject to continued Board service |
| Total equity (2024) | — | — | $76,066 | Director awards are time‑based; no performance metrics tied to director grants |
The Company’s performance metrics used for NEO compensation (not applied to director grants) include Distributable Earnings, Shareholders’ Equity, Market Capitalization, and pre‑tax Distributable ROAE .
Other Directorships & Interlocks
- External leadership at Santander entities (banking and securities) creates potential informational interlocks; Board affirms independence after reviewing relationships per SEC/NYSE criteria .
- Company policy limits overboarding (≤3 public company audit committees) to reduce conflict risk; general governance highlights apply to all directors .
Expertise & Qualifications
- Financial services leadership, risk management, and audit oversight; SEC‑defined Audit Committee Financial Expert .
- Education: B.S. from Brown University; Masters in Economics from Columbia University .
- Real estate and REIT experience; governance and regulatory/risk management expertise; independence and capital management skills highlighted in Board skills matrix .
Equity Ownership
| Item | Value |
|---|---|
| Personal investment at inception | $7.5 million |
| Ownership | Approximately 1% of Class A common stock |
| Estimated value of holdings (as of 12/31/2024) | $13.9 million |
| Hedging/pledging | Prohibited by policy |
| Compliance with director ownership guidelines | All non‑employee directors compliant |
Governance Assessment
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Strengths
- Independent Non‑Executive Chair with deep banking and risk credentials; presides over executive sessions and chairs Risk & Underwriting Committee, directly overseeing large transaction approvals and risk reports .
- High ownership alignment (≈1% stake; $7.5m inception investment; holdings ≈$13.9m), plus anti‑hedging/pledging safeguards and ownership guidelines compliance .
- Audit Committee Financial Expert; service on Audit and Compensation Committees supports board effectiveness .
-
Watch items and RED FLAGS
- Classified board structure can be viewed as entrenchment; investors often prefer annual elections .
- 2024 Say‑on‑Pay support was 38.9% (low), indicating investor concerns with compensation framework overseen by the Compensation Committee (of which Fishman is a member) .
- Despite 80.4% of votes cast favoring annual say‑on‑pay frequency, the Board maintained a triennial cadence, which may be perceived as unresponsive to shareholder preference .
- Unique $300,000 Chair cash retainer vs. $100,000 for standard directors underscores differentiated compensation; investors may scrutinize cash vs. equity mix for alignment .
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Engagement signal
- Proactive outreach led by Fishman and CAO to largest holders (including off‑season), with meetings representing ≈21% of shares, supports responsiveness and governance dialogue .
Overall, Fishman’s independence, risk oversight leadership, and meaningful stock ownership support board effectiveness and investor alignment, while broader governance practices (classified board, say‑on‑pay outcomes/frequency) remain critical areas for continued investor engagement and potential improvement .