Pamela McCormack
About Pamela McCormack
Pamela McCormack, 54, is Ladder Capital’s co‑founder and President (since 2017) and a Class II director (initially appointed June 2019). She is a licensed attorney with 28+ years in commercial real estate finance; education includes a B.A. from SUNY Stony Brook and J.D. from St. John’s University School of Law, and she served on St. John’s Mattone Family Institute advisory board . Company performance metrics underpinning executive pay include 2024 distributable EPS of $1.21, pre‑tax distributable ROAE of 10.1%, and after‑tax distributable ROAE of 9.9%; Ladder highlights strong dividend coverage and TSR outperformance versus Business Comparables over one and three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Investment Bank / Dillon Read Capital Management (DRCM) | Head/Co‑Head of Transaction Management – Global Commercial Real Estate | Not disclosed | Led structuring/negotiation/closing of all real estate investments globally |
| Credit Suisse | Vice President and Counsel | Not disclosed | Legal execution across real estate finance |
| Leading global law firms | Associate | Not disclosed | Foundational legal experience enabling complex transaction management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. John’s University – Mattone Family Institute for Real Estate Law | Advisory Board Member | Not disclosed | Academic/governance engagement in real estate law |
Fixed Compensation
Multi‑year executive pay for Pamela McCormack from the Summary Compensation Table:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 750,000 |
| Stock Awards ($) | 1,989,085 | 2,141,519 | 2,348,579 |
| Non‑Equity Incentive (Cash Bonus) ($) | 2,819,500 | 3,038,500 | 2,965,854 |
| All Other Compensation ($) | 2,910 | 2,910 | 214,187 |
| Total ($) | 5,561,495 | 5,932,929 | 6,278,620 |
Base salary policy: minimum $750,000 per annum under her employment agreement ; aggregate base salaries for NEOs fell within the 25th percentile versus Comparable Companies (program context) .
Performance Compensation
Mechanics and 2024 outcomes:
| Component | Metric | Weighting | Target | Actual (2024) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Distributable Earnings (% allocation from 9% of company DE under Harris framework) | Discretionary within framework | N/A | $2,965,854 | Determined by CEO under Harris Employment Agreement framework while Harris is CEO | Paid following year |
| Annual Stock Award (2024 grant made 2/18/2025) | Shareholders’ equity or market cap (% pool) | Significant portion of incentives | Pool equals 1.0%–1.5% of greater of shareholders’ equity or market cap; individual awards per role/responsibility | $2,348,579 grant fair value; 201,077 shares | One‑half vested at grant due to retirement eligibility; one‑half subject to performance vesting | Performance half vests 1/3 per year if pre‑tax distributable ROAE ≥8%; Catch‑Up Provision requires ≥8% average over 3 years to earn missed tranches |
| Performance Vesting Test | Pre‑tax Distributable ROAE | 50% of Annual Stock Award (performance portion) | ≥8% per year (3‑year plan) | 10.1% (2024) | 2024 tranche earned; future tranches subject to annual test and catch‑up averaging | Certification annually (Jan/Feb following performance year) |
Clawback policy: NYSE‑compliant clawback on incentive payments if certain restatements occur within a 3‑year lookback . No hedging/derivatives/pledging permitted for directors, officers, employees .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,143,763 Class A shares; less than 1% of outstanding |
| Ownership Breakdown | 195,881 direct; 36,125 options; 468,600 via McCormack Investors LLC; 443,157 in trusts where Pamela or spouse have investment control (disclaims beneficial ownership of LLC shares) |
| Unvested Restricted Stock | 197,653 unvested shares as of 12/31/2024 (market value ~$2,211,737 at $11.19) |
| Options (Exercisable) | 122,131 shares exercisable; strikes $11.72, $11.87, $16.14; expirations 2/18/2026 (2015 awards) and 2/18/2025 (2014 awards) |
| 2024 Stock Vested | 209,151 shares vested in 2024; value realized $2,309,909 |
| 2023 Award (granted 2/18/2024) | 200,142 shares granted; subject to 50% time vest and 50% performance vest; half vested at grant due to retirement eligibility |
| Ownership Guidelines | Executives must hold qualifying shares ≥3x base salary (CEO 5x) |
| Guideline Compliance | Co‑founders exceed guidelines; McCormack averages 11x base salary historically |
| Hedging/Pledging | Prohibited by policy (short sales, derivatives, hedging, pledging) |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Second amended & restated employment agreement effective Jan 18, 2018; indefinite term |
| Base Salary | ≥$750,000 per annum |
| Bonus Determination | While Harris is CEO: cash bonus reasonably determined by him per framework; if Harris departs: floor ≥1.2% of distributable earnings or average prior two‑year % of DE; equity grant floor ≥$1.7M or two‑year average value |
| Retirement Eligibility Date | December 8, 2019; after which 50% of each Annual Stock Award vests at grant, remaining 50% subject to performance criteria |
| Non‑Compete | 1 year post‑termination |
| Non‑Solicit | 18 months post‑termination |
| Severance (No Cause/Good Reason) | 1.5x (base salary + average cash bonus over prior 2 years), paid 50% lump sum/50% over 12 months; prorated target cash/equity bonus; healthcare reimbursements up to 18 months |
| Change in Control (CIC) | Severance paid lump sum if within 1 year of CIC or definitive CIC agreement remains in effect; unvested Annual Stock Awards fully vest upon CIC (single‑trigger equity) and also vest upon qualifying termination tied to CIC (dual‑trigger path) |
Quantified termination/CIC economics (as of 12/31/2024):
| Event | Cash Severance | Equity Acceleration | Benefits | Total |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | $5,518,500 | — | $76,961 | $5,595,461 |
| CIC (No Termination) | — | $2,518,840 | — | $2,518,840 |
| Termination w/o Cause or for Good Reason upon CIC | $5,518,500 | $2,518,840 | $76,961 | $8,114,301 |
Board Governance
- Board Service: Class II director; nominated for re‑election April 2025 to serve through 2028; initial appointment June 2019 .
- Committee Roles: Not listed on Audit, Compensation, Nominating & Corporate Governance, or Risk & Underwriting Committees; Investment Committee member (management committee) alongside CEO, CCO, Head of Underwriting .
- Independence: Not independent under NYSE/SEC criteria; five of seven directors are independent; independent Non‑Executive Chair (Alan H. Fishman) presides over executive sessions .
- Attendance: Each director attended ≥75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Dual‑Role Implications: As President and director, McCormack’s non‑independent status is mitigated by an independent Chair and fully independent key committees; no CEO + Chair combination at Ladder .
Director Compensation
As an employee director (President), McCormack receives no additional director compensation; director cash retainers and equity grants apply only to non‑employee directors .
Compensation Peer Group and Say‑on‑Pay
- Compensation Consultant: FTI Consulting advises the Compensation Committee; peer group includes Arbor Realty, BrightSpire, Granite Point, Hannon Armstrong, Kennedy‑Wilson, MFA Financial, NY Mortgage Trust, PennyMac, Redwood Trust, Safehold, Walker & Dunlop (Comparable Companies) .
- Say‑on‑Pay 2024: 38.9% support; Board engaged investors and maintained formulaic, performance‑aligned framework to retain core management; implemented enhancements (ownership guidelines, clawback, disclosure) .
- Say‑on‑Frequency 2024: 80.4% of votes favored annual; Board opted to continue triennial frequency citing long‑term alignment, contractual considerations, efficiency, and internal management focus .
Related Party Transactions and Red Flags
- Family Employment: McCormack’s daughter is an associate; expected 2025 base salary $125,000 plus discretionary bonus; company policy reviews related party transactions via Audit/Risk committees .
- Hedging/Pledging: Prohibited (alignment positive) .
- Equity Vesting at CIC: Single‑trigger full vesting upon CIC for all NEOs’ Annual Stock Awards; potential investor concern on windfall risk .
- Say‑on‑Pay: Historically low support (improving from 2021), indicating governance/compensation scrutiny risk .
- Options Repricing: Prior equitable adjustments tied to extraordinary dividends (2015/2019) under plan mechanics; not characterized as repricing for underwater options .
Investment Implications
- Alignment: High insider ownership and strict anti‑pledging policy support long‑term alignment; McCormack averages 11x salary in stock ownership and holds meaningful unvested performance shares tied to ≥8% pre‑tax ROAE .
- Retention Risk: Contractual severance (1.5x salary+bonus), non‑compete/non‑solicit, and ongoing vesting reduce near‑term retention risk; however, single‑trigger CIC vesting could incentivize exit in a sale scenario .
- Selling Pressure: Annual ratable vesting and fully vested co‑founder tranches provide periodic liquidity; insider selling pressure should be monitored via Form 4s, though hedging/pledging is barred by policy .
- Performance Linkage: Cash bonus pool and equity awards scale with distributable earnings and equity/market cap, creating direct pay‑for‑performance sensitivity; 2024 ROAE above target supports near‑term performance vesting .
- Governance Watch‑Items: Non‑independent executive director role, classified board and triennial say‑on‑pay stance may draw proxy advisor scrutiny; independent Chair and committee composition partially mitigate .
Notable achievements cited during McCormack’s leadership include progression toward investment‑grade ratings, a $500M senior notes offering, and upsizing the revolving credit facility to $850M in 2024 .