Douglas Durst
About Douglas Durst
Douglas Durst (age 80) has served as an independent director of Ladder Capital Corp since January 2014 and currently chairs both the Compensation Committee and the Nominating and Corporate Governance Committee. He is Chairman of The Durst Organization, a leading New York City real estate developer; he joined the firm in 1968 and has overseen pioneering sustainable projects including 151 West 42nd Street and The Bank of America Tower at One Bryant Park . Durst holds a B.A. from UC Berkeley and honorary doctorates from CUNY and Allegheny College; he is recognized for environmental stewardship and civic leadership . The Board continues to support his role despite a 44% vote in favor of his election at the 2024 annual meeting, attributing the outcome to broader governance perspectives rather than his qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Durst Organization | Chairman; 3rd-generation leader | Joined 1968; current | Led sustainable skyscraper development (151 W 42nd St) and One Bryant Park; oversees 13M sq ft office portfolio and ~3,500 rental units |
| Real Estate Board of New York | Former Chairman | — | Industry leadership in NYC commercial real estate |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New School | Director | — | Governance oversight |
| Roundabout Theatre; Primary Stages | Director | — | Arts/cultural governance |
| Earth Day Initiative | Board Member | — | Environmental advocacy |
| Trust for Public Land | Trustee Emeritus | — | Conservation/public lands stewardship |
Board Governance
- Committee leadership and membership: Durst chairs Compensation and Nominating & Corporate Governance; other committees are Audit (Alexander Chair; Fishman, Weiner), Risk & Underwriting (Fishman Chair; Harris) .
- Independence: The Board determined Durst is independent under SEC and NYSE rules; all standing committees (except CEO’s participation on Risk) are composed solely of independent directors .
- Attendance and engagement: In 2024 the Board met 4 times; Audit met 4; Compensation met 1; Nominating & Corporate Governance met 1. All directors attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Governance practices: No hedging/derivatives/pledging permitted; director stock ownership guidelines require vested shares ≥ the greater of $225,000 or 3× annual retainer; all non‑employee directors met the guidelines; independent non‑executive chair; robust evaluations; no poison pill .
- Classified board: Seven directors across three staggered classes; Board cites stability, continuity, independence, and takeover defense as benefits .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Per Director Compensation Policy |
| Committee chair fees | $25,000 | $15,000 for Compensation Chair; $10,000 for Nominating & Corporate Governance Chair |
| Total cash | $125,000 | Paid monthly |
| Equity grant (restricted shares) | $76,066; 7,109 shares | Granted 2/18/2024; vests fully on one‑year anniversary or upon change in control, subject to continued service |
| Total | $201,066 | Mix emphasizes cash retainer plus time‑vested stock |
Performance Compensation
- Directors do not receive performance-based incentives; annual director stock grants vest time‑based after one year or upon change in control, subject to service .
- As Compensation Committee Chair, Durst oversees an executive pay framework tied to company performance metrics (no minimum guarantees): distributable earnings drive cash bonuses; shareholders’ equity or market capitalization drive equity pools; performance‑vesting uses pre‑tax distributable ROAE with annual and 3‑year catch‑up features .
Company performance metrics used by the Compensation Committee (context for pay-for-performance oversight):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Distributable Earnings ($USD Millions) | $148.399 | $167.727 | $153.930 |
| Pre‑Tax Distributable ROAE (%) | 9.8% | 10.9% | 10.1% |
| After‑Tax Distributable ROAE (%) | 9.7% | 10.9% | 9.9% |
| Average Shareholders’ Equity ($USD Millions) | $1,506.810 | $1,533.307 | $1,530.500 |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| The Durst Organization | Private | Chairman | No Ladder related‑party transactions disclosed involving Durst Organization; Board policy reviews RPTs >$120k . |
| The New School; Roundabout Theatre; Primary Stages; Earth Day Initiative; Trust for Public Land | Non‑profit | Director/Trustee | Governance roles; not public company directorships . |
Expertise & Qualifications
- REIT/real estate industry, real estate finance, regulatory/risk management, business operations, capital management; identified in Board skills matrix; meets independence criteria .
- Environmental leadership and sustainable development track record enhances ESG oversight relevance for a CRE finance REIT .
Equity Ownership
| Holding Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A common) | 3,603,107 shares; 2.8% of outstanding | As of April 9, 2025 (128,096,466 shares outstanding) . |
| Ownership breakdown | 3,537,349 via The Durst Company LLC; 65,758 held directly | Investment decisions for Durst Co. LLC made by The Durst Manager LLC controlled by Mr. Durst . |
| Director grant status (12/31/2024) | 7,109 unvested restricted shares | 2/18/2024 grant; vests at one year or upon change in control . |
| Hedging/pledging | Prohibited for directors | Strengthens alignment and reduces risk. |
| Ownership guidelines | Met; directors must hold vested shares ≥ the greater of $225,000 or 3× annual retainer | Company confirms all non‑employee directors satisfied guidelines . |
| Historical investment | $35M invested at inception via family vehicles; +$5M in 2011 | Board cites Durst as fifth‑largest stockholder . |
Governance Assessment
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Strengths:
- Deep sector expertise and broad risk/operations experience; chairs two key committees (Compensation; Nominating & Corporate Governance), supporting board effectiveness .
- Material personal investment and 2.8% ownership align interests with shareholders; no hedging/pledging; compliance with ownership guidelines .
- Independent status affirmed; strong attendance; committees fully independent .
-
Risk indicators and red flags:
- 2024 director vote support for Durst at 44% signals investor governance concerns tied to broader issues (classified board structure; executive pay framework) rather than an individual deficiency; continued outreach noted .
- Say‑on‑Pay received 38.9% support in 2024; the Board maintained a triennial vote frequency despite 80.4% of votes favoring annual, which may weigh on governance perceptions and proxy advisor sentiment .
- Classified board persists, which investors often view as entrenchment risk despite cited stability benefits .
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Related-party exposure:
- No disclosed Ladder transactions with Durst‑affiliated operating businesses; Durst had an interest in the company’s Second Amended and Restated Registration Rights Agreement alongside other insiders, a standard arrangement for large holders .
- Board policies require committee review/approval of related party transactions >$120k and evaluation of independence impacts; these controls mitigate conflict risk .