David Weiner
About David Weiner
David Weiner, age 64, is an independent director of Ladder Capital Corp (LADR) and has served on the Board since June 2019. He brings 30+ years of investment industry experience with deep expertise in capital markets, derivatives, regulatory compliance, and risk management, and serves on the Audit Committee. He holds a B.S. in Economics from the State University of New York at Albany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stifel | Senior Vice President/Investments | 2014–present | Advising investor portfolios; markets/derivatives background supports Audit oversight |
| Chrome Capital Management LLC | Founder; Registered Investment Advisor | Prior to 2014 (not dated) | Built investment/risk processes; regulatory compliance exposure |
| RBC Capital Markets | Managing Director; led equity swap desk; marketed equity derivatives | Prior to Chrome (not dated) | Equity derivatives leadership; risk management |
| Lazard Freres / CALFP (Credit Agricole/Lazard JV) | U.S. Head of Derivatives (CALFP) | Prior to RBC (not dated) | Derivatives leadership; market structure |
| UBS; Deutsche Bank; Lehman Brothers | Various equity/fixed income derivatives and capital markets roles | Early career (not dated) | Broad sell-side markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stifel | Senior Vice President/Investments | 2014–present | Ongoing operating role; no related-party transactions to LADR disclosed |
No other public company directorships are disclosed for Mr. Weiner in LADR’s proxy; the Board’s skills matrix shows “Other Recent Public Company Board Experience” not indicated for him .
Board Governance
- Independence and board role: The Board determined Mr. Weiner is independent under SEC/NYSE standards; he serves as a member of the Audit Committee (not Chair) .
- Committee assignments (2024): Audit Committee member; Audit Committee met four times in 2024 .
- Attendance/engagement: During 2024, each director attended or participated in at least 75% of Board meetings and all meetings of committees on which they served .
- Board leadership and executive sessions: LADR has an independent Non-Executive Chairperson who presides over regular executive sessions of independent directors .
- 2025 shareholder support (election): Votes For 66,922,130; Withheld 17,631,865; Broker Non-Votes 24,073,690 (Class II election on June 5, 2025) .
Fixed Compensation
| Component | 2024 Amount | Policy Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in monthly installments; chair adders: $15,000 (Audit/Comp chair), $10,000 (Nominating chair) |
| Director annual stock award (grant date fair value) | $76,066 | Restricted Class A shares under 2014 Omnibus Plan; annual grant on Feb 18, 2024 of 7,109 shares to each non-employee director; vest in full at 1-year anniversary or upon change in control, subject to continued service |
YoY context:
- 2023 cash retainer: $100,000; stock awards reported as $76,066 (director comp table) and described as 6,505 shares with $75,328 grant date fair value in narrative .
Performance Compensation
- No performance-based compensation, options, or incentive cash for non-employee directors is disclosed; the director program comprises fixed cash retainers and time-vested restricted stock .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Weiner in the proxy; skills matrix does not mark him for “Other Recent Public Company Board Experience” . |
| Compensation Committee interlocks | None; Mr. Weiner is not a member of the Compensation Committee; the company reports no interlocks/insider participation among its Comp Committee members . |
| Overboarding policy | LADR prohibits service on more than three public company audit committees; no exceptions disclosed for Mr. Weiner . |
Expertise & Qualifications
- Capital markets, derivatives, and risk management expertise; financial literacy; independence; investment markets knowledge per skills matrix .
- Audit Committee service aligns with his actuarial and markets background; Audit Committee composed solely of independent directors .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 42,210 shares; <1% of outstanding as of April 9, 2025 (128,096,466 shares outstanding) . |
| Unvested director stock (as of 12/31/2024) | 7,109 restricted shares from Feb 18, 2024 grant (vest on 1-year anniversary) . |
| Hedging/pledging | Prohibited for directors, officers, and employees (no derivatives, hedging, or pledging) . |
| Stock ownership guidelines | Non-employee directors must hold vested shares equal to the greater of $225,000 or 3x annual Board retainer (excluding committee retainers) . |
| Compliance with guidelines | All non-employee directors satisfied the guidelines as of the proxy date . |
Related-Party and Conflict Checks
- Policy: Transactions >$120,000 with directors/officers/5% holders require Audit Committee and Risk & Underwriting Committee review; Nominating Committee assesses independence impacts .
- Disclosures: Proxy details registration rights and a law firm relationship (MWE) tied to another director; no related-party transactions are disclosed involving Mr. Weiner .
- Insider trading/derivatives: Company prohibits short sales, derivatives, hedging, and pledging by directors (alignment-positive) .
Governance Assessment
- Strengths: Independent status; active Audit Committee member with markets/risk background; attendance at/above company threshold; strong shareholder support in 2025 re-election (66.9M For vs 17.6M Withheld); compliance with robust ownership guidelines; prohibitions on hedging/pledging enhance alignment .
- Compensation alignment: Director comp mix balanced between cash ($100k) and time-vested equity ($76k) with straightforward vesting; no options or performance metrics that could distort oversight incentives .
- Conflicts: No Weiner-specific related-party transactions disclosed; ongoing Stifel role disclosed without any noted LADR transactions; committee review framework in place if any arose .
2025 Annual Meeting results (for situational awareness): David Weiner received 66,922,130 votes For vs 17,631,865 Withheld; auditor ratification passed with 108,310,714 votes For .