Paul Miceli
About Paul Miceli
Paul J. Miceli is Ladder Capital Corp’s Chief Financial Officer (CFO) (age 45 as of the 2025 annual meeting). He became CFO in March 2021 after serving as Director of Finance since July 2019. Miceli is a Certified Public Accountant (inactive) with a B.S. in Accounting from the University of Delaware and over 20 years of commercial real estate finance experience at Colony Capital, NorthStar Asset Management Group, and Ernst & Young LLP . Ladder’s 2024 performance metrics that inform executive pay-for-performance include distributable earnings of $153.9 million, distributable EPS of $1.21, and after-tax/pre-tax distributable ROAE of 9.9%/10.1%; cumulatively since 2019, a $100 investment in Ladder is worth $86.8 versus $78.2 for the FTSE NAREIT Mortgage REIT Index peer group . Strategic highlights supporting compensation alignment include $2.2 billion liquidity, upsized $850 million revolver, and active progress toward investment-grade credit ratings; Ladder also maintained the lowest cost of funds among Closest Business Comparables in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colony Capital, Inc. | Managing Director, Accounting & Finance | 2017–2019 | Senior finance leadership across commercial real estate assets |
| NorthStar Asset Management Group | Deputy Chief Financial Officer | 2011–2017 | Enterprise finance leadership through REIT cycles |
| Ernst & Young LLP | Manager, Real Estate Audit | 2004–2011 | Technical audit and controls across real estate portfolios |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 350,000 | 350,000 | 350,000 |
| All Other Compensation | 1,662 | 1,974 | 84,501 (incl. $81,591 accrued dividends paid at vesting) |
| Total Cash (Salary + Bonus) | 1,323,500 | 1,412,000 | 1,427,600 |
Performance Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Incentive | 973,500 | 1,062,000 | 1,077,600 |
| Annual Stock Awards (grant-date fair value) | 679,433 | 748,497 | 824,515 |
| Shares Granted (for year’s award; granted following Feb) | 58,673 (granted 2/18/2023) | 69,953 (granted 2/18/2024) | 70,592 (granted 2/18/2025) |
| Shares Vested in 2024 (# / $) | 50,815 / 560,489 | 50,815 / 560,489 | 50,815 / 560,489 |
Performance plan design and outcomes:
- 50% of annual stock awards vest based on performance, 50% time-based (for Miceli). Performance tranches vest one-third per year over three years if pre-tax distributable ROAE ≥ 8%; 2024 pre-tax ROAE was 10.1%, meeting the Performance Target for that year’s tranche . Time-based tranches vest ratably over three years; dividends on restricted stock accrue and are paid only upon vesting .
| Performance Metric | Weighting | Target | Actual (2024) | Payout Indicator | Vesting Mechanics |
|---|---|---|---|---|---|
| Pre-tax Distributable ROAE | 50% of annual stock award (performance portion) | ≥ 8% per year | 10.1% | Target met for 2024 performance tranche (subject to continued employment) | 1/3 per year over 3 years; Catch-Up provision allows vesting of prior missed tranches if 3-year compounded average ≥ 8% (except year 3) |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 254,618 shares of Class A common stock |
| Shares Outstanding (denominator) | 128,096,466 Class A shares as of April 9, 2025 |
| Ownership as % of Shares Outstanding | ~0.20% (254,618 ÷ 128,096,466) |
| Unvested Restricted Shares at 12/31/2024 | 131,147 shares; market value $1,467,535 at $11.19/share |
| Options (exercisable / unexercisable) | None; no option awards outstanding |
| Stock Ownership Guidelines | NEOs must hold qualifying shares equal to 3x base salary (CEO 5x); Miceli requirement: 3x $350,000 = $1,050,000 value; compliance status not disclosed |
| Hedging/Pledging Policy | Company prohibits short sales, derivatives, hedging and pledging by insiders |
| Insider Trading Policy | Comprehensive policy filed with 2024 10-K; oversight by Audit/Compliance |
Insider selling pressure indicators:
- Annual vesting creates periodic liquidity events; accrued dividends are paid only upon vesting. Miceli received $81,591 of accrued dividends paid at vesting in 2024, indicating vesting-related cash flows .
Employment Terms
| Term | Miceli Agreement Details |
|---|---|
| Agreement | Amended and Restated Employment Agreement dated June 15, 2023; indefinite term |
| Base Salary (minimum) | $350,000 per annum |
| Annual Cash Bonus | Discretionary from Senior Management 9% distributable earnings pool (committee/CEO framework) |
| Annual Equity | Discretionary annual stock awards under 2023 Omnibus Plan; 50% time-based (3-year ratable), 50% performance-based (pre-tax ROAE ≥ 8%, vest one-third per year) |
| Retirement Eligibility Date | December 6, 2041 (≥10 years service and age ≥62) |
| Post-Retirement Vesting | Upon retirement, unvested shares vest five years after termination if not competing; performance shares remain subject to Performance Criteria |
| Non-Compete | 90 days post-termination; may be extended 90 additional days with severance equal to 3 months base salary and up to 6 months healthcare reimbursements |
| Non-Solicitation | Two years post-termination |
| Clawback | Company maintains NYSE-aligned incentive clawback policy |
| Equity Acceleration (Change-in-Control) | Unvested annual stock awards fully vest at change-in-control (if employed at event); if terminated without cause/death/disability or resign for good reason in connection, awards fully vest |
Severance and change-in-control economics:
| Scenario | Cash Severance ($) | Accelerated Vesting ($) | Continuation Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / for good reason | 1,087,500 | 831,966 | 6,036 | 1,925,502 |
| Death/Disability | — | 831,966 | — | 831,966 |
| Change-in-control (no termination) | — | 1,663,921 | — | 1,663,921 |
| Termination upon change-in-control | 1,087,500 | 1,663,921 | 6,036 | 2,757,457 |
Compensation Structure Analysis
- Pay-for-performance linkage: Cash bonus pool equals 9% of distributable earnings; equity awards sized at 1.0–1.5% of shareholder’s equity or market cap for senior management (CEO thresholds specified), with non-CEO NEOs subject to both time and explicit performance vesting tied to ROAE; no minimum guarantees .
- Shift to RSUs vs options: Ladder discontinued options for most executives since 2017; Miceli has no options outstanding, emphasizing RSU-based retention and performance alignment .
- Governance safeguards: Stock ownership guidelines and clawback in place; no hedging/pledging allowed .
Performance & Track Record
- 2024 financial and strategic achievements pertinent to CFO oversight: distributable earnings $153.9 million; after-tax/pre-tax ROAE 9.9%/10.1%; robust liquidity $2.2 billion; reengaged originations ($129 million funded in Q4), unencumbered assets increased from 55% to 77%, and lowest cost of funds among Closest Business Comparables .
- Capital markets execution: Upsized revolving credit facility to $850 million (accordion to $1.25 billion), extended maturity and reduced borrowing costs, plus successful $500 million senior unsecured notes issuance in 2024; rating agencies improved outlooks/ratings toward investment grade .
- Portfolio and credit: Record $1.7 billion loan payoffs across 61 positions and non-accrual loans under 5% with minimal charge-offs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 254,618 shares; less than 1% |
| Ownership as % of outstanding | ~0.20% (based on 128,096,466 shares outstanding) |
| Unvested vs Vested | 131,147 unvested restricted shares at 12/31/2024; fair value $1,467,535 |
| Pledging/Hedging | Prohibited for insiders |
Employment Contracts, Severance, and Change-of-Control
- Contract term: Indefinite; includes confidentiality, non-compete (90 days, extendable), and 2-year non-solicitation provisions .
- Severance: $1,087,500 cash for qualifying termination, plus equity acceleration and healthcare reimbursement as noted; single-trigger equity vesting at change-in-control; double-trigger full vesting if terminated in connection with a change-in-control .
Investment Implications
- Retention risk: Moderate. Strong vesting schedules and non-compete/non-solicit provisions reduce near-term exit risk; severance economics are predictable and capped relative to CEO co-founder packages .
- Compensation alignment: Miceli’s incentives are tightly linked to distributable earnings and ROAE, with no guaranteed minimums; 2024 ROAE exceeded targets, supporting performance-based vesting and continued equity alignment .
- Selling pressure signals: Periodic vesting and accrued dividend payouts at vest dates (e.g., $81,591 in 2024) can create intermittent liquidity needs; hedging/pledging prohibitions mitigate misalignment risk .
- Governance and shareholder alignment: Stock ownership guidelines and clawback policy underpin risk management; Ladder’s strong liquidity and capital markets execution under CFO oversight support balance sheet resilience and origination capacity .