Kelly Porcella
About Kelly Porcella
Kelly Porcella, 43, serves as Chief Administrative Officer, General Counsel and Secretary at Ladder Capital, appointed CAO in April 2019 and GC in March 2016, after joining Ladder in March 2009; she previously worked at DRCM and UBS Securities managing balance sheet assets . She holds a B.S. in Marketing (summa cum laude) and a J.D. (magna cum laude) from St. John’s University and has 18 years of experience in commercial real estate finance . Ladder’s 2024 performance context for pay alignment: five-year TSR turned a $100 investment into $86.8 vs. peer group $78.2, distributable earnings were $153.9M, and after-tax distributable ROAE was 9.9% . Management emphasizes senior secured assets, high credit ratings, robust dividend coverage (132%), and low adjusted leverage, framing incentive design around distributable earnings and ROAE .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ladder Capital | Chief Administrative Officer | 2019–present | Day-to-day operations; corporate governance, cybersecurity, HR, executive compensation, legal/regulatory oversight, execution of strategic initiatives . |
| Ladder Capital | General Counsel & Secretary | 2016–present | Legal and governance leadership across enterprise . |
| Ladder Capital | Associate General Counsel | 2013–2016 | Built internal legal function pre/post-IPO . |
| DRCM | Balance sheet asset management team member | Before 2009 | Managed firm’s balance sheet assets; CRE finance exposure . |
| UBS Securities LLC | Balance sheet asset management team member | Before 2009 | Managed balance sheet assets; capital markets process support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. John’s Mattone Family Institute for Real Estate Law | Advisory Board member (prior service) | Not disclosed | Industry-academic linkage; governance and real estate law thought leadership . |
Fixed Compensation
| Year | Base Salary ($) | Annual Cash Incentive ($) |
|---|---|---|
| 2022 | 200,000 | 708,000 |
| 2023 | 218,750 | 870,250 |
| 2024 | 225,000 | 856,000 |
- Base salary minimum under employment agreement: not less than $225,000 per annum .
- NEO aggregate cash incentives are formulaically tied to 9% of distributable earnings, with individual allocation by Board/Comp Committee; there was no target for non-equity incentives for FY2024 .
Performance Compensation
Annual Stock Awards (multi-year grants; half time-based, half performance-based for Porcella)
| Grant Date | Performance Year | Shares Awarded (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Feb 18, 2023 | 2022 | 42,671 | 494,130 | Approximately half time-based (ratable on Feb 18 of 2024–2026) and half performance-vesting tied to ROAE, with Catch-Up Provision . |
| Feb 18, 2024 | 2023 | 57,322 | 613,345 | Time-based vests Feb 18 of 2025–2027; performance portion contingent on Performance Target, with Catch-Up . |
| Feb 18, 2025 | 2024 | 55,279 | 645,659 | Time-based vests Feb 18 of 2026–2028; performance portion contingent on Performance Target, with Catch-Up . |
Performance Metric Design and Status
| Metric | Target | Period | Catch-Up Provision | Status/Actual |
|---|---|---|---|---|
| Pre-tax ROAE based on distributable earnings / average equity | 8% for performance years 2025–2027 (as set in Feb 2025 awards) | 2025–2027 | If a miss in year 1 or 2, shares can “catch up” if subsequent year achieves compounded 8% three-year average; no catch-up after year 3 | Actual pre-tax ROAE not disclosed; company after-tax ROAE in 2024 was 9.9% . |
| Pre-tax ROAE (modified) | 6% for performance years 2025–2027 (modification on Sept 18, 2025) | 2025–2027 | Modification applied to eligible awards; awards already expected to vest; no incremental compensation cost | In effect from Sept 18, 2025 forward . |
- Time-based restricted stock vests ratably on Feb 18 in the three years following grant, subject to continued employment .
- Performance-vesting restricted stock vests in equal installments upon Compensation Committee/Board confirmation that the Performance Target for the applicable year is met, subject to Catch-Up Provision .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Apr 9, 2025) | 242,169 Class A shares; “less than 1%” of shares outstanding . |
| Shares outstanding (Apr 9, 2025) | 128,096,466 Class A shares . |
| Approximate ownership % | ~0.19% (242,169 / 128,096,466) based on disclosed share counts . |
| Unvested shares as of Dec 31, 2024 | 110,730 shares; market value $1,239,068 . |
| Options outstanding | None shown for Porcella in outstanding awards table . |
| Hedging/derivatives/pledging policy | Prohibited for directors, officers, employees; no margin accounts or pledging allowed . |
| Executive stock ownership guidelines | 3x base salary (5x for CEO); applies to NEOs including Porcella . |
| Compliance status | Not disclosed for Porcella . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement date and term | Employment agreement dated June 15, 2023; indefinite term . |
| Base salary minimum | Not less than $225,000 per annum . |
| Non-compete / non-solicit | 90-day post-termination non-compete; Company may extend additional 90 days with payment; non-solicit provisions aligned to Miceli agreement . |
| Non-compete extension payment | $56,250 upon Company’s election to extend non-compete for 90 days (example) . |
| Severance (without cause/good reason) | Cash severance up to $1,000,000; plus potential prorated bonus for year of termination, with severance + prorated bonus capped at $1,000,000 (extension payment excluded) . |
| Change-of-control vesting | Unvested Annual Stock Awards fully vest upon change-in-control if still employed; if terminated without cause/death/disability or resigns for good reason after signing but before closing, awards fully vest . |
| Historical award treatment (pre-June 2023 agreements) | If terminated without cause within six months of certain changes in control, unvested time-based shares vest; performance shares remain outstanding subject to performance conditions . |
| Retirement eligibility date | August 26, 2043 . |
| Clawback | Clawback policy consistent with NYSE requirements for certain restatements (3-year lookback) . |
Compensation Structure Analysis
- Equity-heavy mix with time-based and performance-vested restricted stock drives alignment; options are discontinued for executives since 2017, and Porcella has no outstanding options as of year-end 2024 . Annual cash incentive pool is a fixed 9% of distributable earnings, reinforcing pay-for-performance without minimum guarantees .
- The Performance Target on pre-tax ROAE was reduced from 8% to 6% for 2025–2027 on Sept 18, 2025; awards were already expected to vest and fair value was unchanged—this lowers hurdle rates at the margin, a potential softening of performance stringency .
- Stock ownership guidelines (3x salary) and strict prohibitions on hedging/pledging bolster alignment and reduce risk of misaligned incentives; management/Board insider ownership is high overall (context for alignment) .
Vesting Schedules and Potential Liquidity Windows
- Time-based tranches for Porcella’s awards vest on Feb 18 each year: 2023 grant vests on Feb 18 of 2024–2026; 2024 grant on Feb 18 of 2025–2027; 2025 grant on Feb 18 of 2026–2028, subject to continued employment .
- Performance-vesting tranches for 2025–2027 are contingent on pre-tax ROAE meeting or exceeding the 6% modified target, with catch-up potential if year 1 or 2 is missed and later years cumulatively meet required compounded target .
Performance & Track Record (Company context for incentives)
- 2024 distributable EPS: $1.21; distributable earnings: $153.9M; after-tax distributable ROAE: 9.9%; robust dividend coverage at 132% .
- Five-year TSR comparative: value of $100 investment was $86.8 for Ladder versus $78.2 for peer group; Compensation “actually paid” tracked company performance measures .
- Compensation Committee considered Business Comparables and Closest Business Comparables; Ladder highlighted top one- and three-year TSR vs peers and best-in-class book value preservation .
Compensation Peers & Shareholder Feedback
- Comparable Companies used for compensation context include Arbor Realty Trust, BrightSpire Capital, Granite Point Mortgage Trust, Hannon Armstrong, Kennedy-Wilson, MFA Financial, New York Mortgage Trust, PennyMac Financial Services, Redwood Trust, Safehold, Walker & Dunlop; Business Comparables include CRE finance REITs such as Starwood, Blackstone Mortgage Trust, KKR RE Finance, Apollo Commercial Real Estate Finance, etc. (not a strict benchmarking target) .
- 2024 Say-on-Frequency: 80.4% supported annual advisory vote; Board provided expanded disclosures on vesting mechanics and maintained clawback policy .
Investment Implications
- Alignment: Porcella’s pay structure is levered to distributable earnings and ROAE, with meaningful unvested equity exposure (110,730 shares at year-end 2024), strict hedging/pledging prohibitions, and stock ownership guidelines—supporting long-term alignment and limiting misaligned risk-taking .
- Retention and CoC Economics: Indefinite term and severance capped at $1,000,000 (with prorated bonus cap) plus double-trigger protection on equity under change-in-control reduce abrupt departure risk while controlling severance inflation; non-compete extension payment is modest ($56,250) .
- Vesting and Trading Signals: Annual Feb 18 vesting dates create recurring potential liquidity windows; monitoring Form 4 activity around these dates is prudent, particularly given performance-vesting “catch-up” dynamics post the September 2025 reduction of the ROAE hurdle to 6% .
- Pay-for-performance rigor: While the incentive pool is formulaic and equity grants are sizable, the 2025 modification lowering the ROAE target could be viewed as easing performance hurdles; the company notes awards were expected to vest under prior terms and fair value unchanged, but investors should watch whether hurdle reductions become a pattern .