Jeffrey Steiner
About Jeffrey Steiner
Jeffrey Steiner (age 71) is an independent director of Ladder Capital Corp (LADR), initially appointed in July 2018, and serves on the Compensation Committee. He is a Partner at McDermott Will & Emery LLP, with 35+ years in real estate finance and capital markets; prior roles include Global Head of Real Estate Finance, co-managing partner of the New York office, and member of the firm’s Management Committee at MWE, and Global Co‑Chair of the Finance Department and Executive Committee member at DLA Piper. He holds a J.D. from Fordham University School of Law and a B.A. from McGill University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDermott Will & Emery LLP | Global Head of Real Estate Finance; Co‑Managing Partner (NY); Management Committee | Not dated | Led complex real estate finance practice; firm leadership roles |
| DLA Piper LLP (US) | Partner; Global Co‑Chair of Finance Department; Executive Committee | Sep 2008–Mar 2018 | Managed global finance function; executive governance |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| McDermott Will & Emery LLP | Partner | Law firm | Current primary occupation |
| Other public company boards | — | — | None disclosed for Steiner in LADR’s proxy |
Board Governance
- Classification and independence: Class I director with Douglas Durst; Board determined Steiner is independent under SEC and NYSE rules .
- Committee assignments: Member, Compensation Committee (committee is fully independent) .
- Committee activity: Compensation Committee met once in 2024; Steiner co‑signed the Compensation Committee Report .
- Attendance: During 2024, each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions and governance hygiene: Independent directors hold regular executive sessions; prohibitions on hedging/derivatives/pledging; director stock ownership guidelines in place .
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual Board cash retainer | $100,000 | 2024 | Paid monthly per Director Compensation Policy |
| Committee chair fee (Audit/Compensation) | $0 | 2024 | Only chairs receive $15,000; Steiner is a member, not a chair |
| Committee chair fee (Nominating & Gov) | $0 | 2024 | Only chairs receive $10,000; Steiner is not on this committee |
| Non‑Executive Chair fee (context) | — | — | Mr. Fishman receives $300,000 (context for chair role structure) |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting/Performance Conditions |
|---|---|---|---|---|
| Director Annual Stock Award (restricted stock) | Feb 18, 2024 | 7,109 | $76,066 | Vests in full on one‑year anniversary or upon change of control; continued service required; no performance metrics for director awards |
Most important Company performance measures used for executive pay (not for director pay): Distributable Earnings, Shareholders’ Equity, Market Capitalization, and Pre‑Tax Distributable ROAE .
Other Directorships & Interlocks
| Counterparty/Role | Nature of Relationship | Economics/Materiality | Governance Conclusion |
|---|---|---|---|
| McDermott Will & Emery LLP (Steiner partner) | MWE provides legal services (e.g., master repurchase facilities) to Ladder | Ladder’s payments to MWE were 0.01% of MWE’s annual consolidated gross revenues in latest fiscal year; decreased from 0.042% (2023) and 0.081% (2022); Steiner’s compensation not directly linked to Ladder spend | Board concluded engagement is in best interests and does not compromise Steiner’s independence |
Expertise & Qualifications
- Legal and real estate finance expertise; capital markets structuring; extensive deal experience across conduit, mezzanine, forward commitments, and MBS; complements Ladder’s REIT/real estate finance focus .
- Board skills matrix flags Steiner for independence, financial expertise/literacy, regulatory/risk management, legal, and REIT/real estate finance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of | Ownership Guidelines |
|---|---|---|---|---|
| Jeffrey Steiner | 46,792 | <1% | April 9, 2025 | Directors must hold vested shares equal to greater of $225,000 or 3x annual retainer; all non‑employee directors satisfied guidelines at proxy date |
| Shares outstanding (context) | 128,096,466 | — | April 9, 2025 | Company prohibits hedging, derivatives, and pledging by directors |
Governance Assessment
- Alignment and independence: Steiner is independent, meets ownership guidelines, and serves on a fully independent Compensation Committee; attendance thresholds met. These factors support board effectiveness and alignment with investors .
- Pay oversight signals: As a Compensation Committee member and signatory to the Committee Report, Steiner was part of oversight during a year when Say‑on‑Pay support was 38.9% and Say‑on‑Frequency support favored annual (80.4%), yet the Board maintained a triennial frequency. This is a potential governance sensitivity for investors tracking responsiveness to shareholder votes .
- Potential conflict monitoring: Engagement of Steiner’s firm (MWE) is disclosed with quantitative immateriality; Board concluded independence is not compromised. While not a red flag given de minimis economics and indirect compensation, it warrants continued monitoring as a related‑party exposure .
- Structural considerations: Ladder’s classified board (Steiner is Class I) can be viewed as protective of continuity but may be a governance concern for some investors; context provided by Ladder emphasizes stability and risk mitigation .
RED FLAGS to watch
- Low Say‑on‑Pay approval (38.9%) and divergence from shareholder preference on Say‑on‑Frequency may pressure Compensation Committee practices; Steiner’s role as a committee member links him to responsiveness expectations .
- Related‑party exposure via MWE (immaterial currently) should be revisited annually to ensure continued independence and arm’s‑length engagements .
Notes on unavailable items
- No director‑specific performance metrics tied to compensation are disclosed; director equity vests time‑based without performance conditions .
- No additional public company directorships for Steiner are disclosed in the proxy .