Adam Zausmer
About Adam Zausmer
Adam Zausmer (age 47) serves as Ready Capital’s Chief Credit Officer (CCO) since July 2021; he joined the Manager in 2013 after roles at JPMorgan Chase (Senior Underwriter, Commercial Term Lending), Credit Suisse (Vice President, Credit Risk Management), and Citigroup (Management Associate; later Senior Credit Risk Analyst) and holds a BS in Business Administration (University at Buffalo) and MS in Real Estate (NYU) . RC is externally managed; Zausmer is employed by the Manager and RC reimburses his compensation, with pay-for-performance frameworks centered on Distributable ROE/Adjusted Distributable ROE and relative TSR, plus individual CRE-focused objectives (e.g., sales leadership model, new sourcing channels) . 2024 outcomes: Distributable ROE 3.7% vs 8% target, Adjusted Distributable ROE 10.6% vs 8% target; Zausmer earned $1,001,000 (51% of individual component) in annual bonus and $800,000 in equity grants for the 2023 performance year (granted Feb-2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JPMorgan Chase | Senior Underwriter, Commercial Term Lending | — | Underwriting for commercial term lending |
| Credit Suisse | Vice President, Credit Risk Management | — | Credit risk oversight |
| Citigroup | Management Associate; Senior Credit Risk Analyst (Residential Real Estate) | — | Early-career risk and analytics |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 431,250 | 450,000 | 450,000 |
| Bonus ($) | — | 550,000 (Merger-Related Cash Bonus) | — |
| Non-Equity Incentive ($) | 1,240,000 | 1,025,000 | 1,001,000 |
| Stock Awards – Grant Date Fair Value ($) | 750,000 | 1,800,000 | 800,000 |
| All Other Compensation ($) | 29,576 | 33,421 | 28,669 (401k match $6,900; cash balance $6,900; medical/dental $14,869) |
| Total ($) | 2,450,826 | 3,858,421 | 2,279,669 |
2025 base salary set to $550,000 for Zausmer .
Performance Compensation
Annual Cash Incentive Framework and Outcomes
| Component | 2023 Weighting | 2023 Targets/Actuals | 2024 Weighting | 2024 Targets/Actuals |
|---|---|---|---|---|
| Distributable ROE | 40% | Target 8.0%; Actual 8.3% | 30% | Target 8.0%; Actual 3.7% |
| Relative TSR | 10% | Target 55th percentile; Actual 26.3rd percentile | — | — |
| Platform Growth (CRE) | 10% (Zausmer) | Target $3,000,000; Actual $3,134,352 (USD) | — | — |
| Portfolio Losses (bps) | 10% (Zausmer) | Target 45 bps; Actual <10 bps | — | — |
| Adjusted Distributable ROE | — | — | 30% | Target 8.0%; Actual 10.6% |
| Individual Goals | 30% | CRE-focused objectives | 40% | CRE-focused objectives (sales leadership model; new sourcing channels) |
| Annual Bonus Opportunity (% of Base) | FY 2023 | FY 2024 |
|---|---|---|
| Threshold | 100% | 100% |
| Target | 200% | 200% |
| Maximum | 333% | 350% |
| Annual Bonus Payout ($) | FY 2023 | FY 2024 |
|---|---|---|
| Adam Zausmer | 1,025,000 | 1,001,000 (earned 51% of individual component) |
Long-Term Equity Awards and Vesting
| Grant | Grant Date | Award Structure | Shares | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| Performance Year 2023 (granted 2024) | Feb 22, 2024 | 50% time-based RS; 50% performance RSUs | 88,300 | 800,000 | TB RS vests ratably over 3 years; PB RSUs vest on Distributable ROE (50%) and relative TSR (50%) over Jan 1, 2024–Dec 31, 2026; dividends on PB only if earned |
| Performance Year 2024 (granted 2025) | Feb 22, 2025 | 50% time-based RS; 50% performance RSUs | 178,572 | 1,200,000 | TB RS vests ratably over 3 years; PB RSUs vest on Distributable ROE (50%) and relative TSR (50%) over Jan 1, 2025–Dec 31, 2027; dividends on PB only if earned |
| Performance RSUs Outcomes | Metric | Weight | Threshold | Target | Max | Result | Payout |
|---|---|---|---|---|---|---|---|
| 2021 Performance RSUs (performance period 2021–2023) | Absolute TSR | 50% | 25% | 35% | 50% | 21.31% | 0.00% |
| 2021 Performance RSUs | Relative TSR (peer group) | 50% | 30th pct | 55th pct | 90th pct | 61.10% | 134.86% |
| 2022 Performance RSUs (performance period 2022–2024) | Distributable ROE | 50% | 7% | 9% | 11% | 7.21% | 55.36% |
| 2022 Performance RSUs | Relative TSR (peer group) | 50% | 25th pct | 50th pct | 75th pct | 47.60% | 95.20% |
| Merger-Related RSUs (Broadmark) – Metrics and Payout | Weight | Threshold | Target | Max | Result | Shares Earned |
|---|---|---|---|---|---|---|
| Cost synergies (2024 vs pre-merger run-rate) | 30% | 30% | 40% | 50% | 80.61% | 148,368 earned; 2/3 common; 1/3 RS vesting 12/31/2025 (Zausmer) |
| New product originations ($mm) | 15% | 25 | 50 | 100 | 212.87 | 148,368 earned; vesting mix as above |
| Incremental liquidity ($mm) | 30% | 350 | 400 | 500 | 885.71 | 148,368 earned; vesting mix as above |
| Distributable ROE (2024) | 25% | 6% | 8% | 10% | 4.65% | 0.00%; overall earned shares as above |
Stock Awards Vested (FY 2024)
| Metric | Zausmer |
|---|---|
| Shares Acquired on Vesting (#) | 27,398 |
| Value Realized on Vesting ($) | 256,732 (closing price on vest date) |
Equity Ownership & Alignment
| Beneficial Ownership of Common Stock | As of Jun 30, 2023 | As of May 20, 2024 | As of Apr 21, 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 64,927 | 105,219 | 301,105 |
| % of Shares Outstanding | <1% | <1% | <1% (172,286,090 SO) |
| Outstanding Equity Awards (FY 2024 Year-End) | Grant Date | Not Vested (#) | Market Value Not Vested ($) | Vested (#) | Market Value Vested ($) |
|---|---|---|---|---|---|
| Restricted Common Stock | 02/12/22 | 28,703 | 195,754 | — | — |
| Restricted Common Stock | 02/12/23 | 20,544 | 140,110 | 30,817 | 210,172 |
| RSUs (Merger-Related, at target before payout) | 06/01/23 | 148,368 | 1,011,870 | — | — |
| Restricted Common Stock | 02/22/24 | 44,150 | 301,103 | 44,150 | 301,103 |
Footnotes indicate additional unvested restricted shares: 89,286 (2023 Plan) vesting Feb 22, 2026/2027/2028; 10,272 (Prior Plan) vesting Feb 12, 2026; 29,433 (Prior Plan) vesting Feb 22, 2026 & Feb 22, 2027 .
- Hedging and pledging: RC prohibits executive hedging (puts, calls, collars, swaps, exchange funds) and pledging or borrowing against accounts holding Company securities .
- Stock ownership guidelines: CCO must hold Company equity equal to 3x base salary; 5 years to comply; unvested RS/RSUs excluded; as of Dec 31, 2024, individuals subject to guidelines were either compliant or within allowed time window .
- Insider trading policy: Pre-clearance required; prohibits hedging/monetization and pledging .
Employment Terms
- External management: NEOs (including Zausmer) are employees of the Manager; RC reimburses CFO/COO/CCO compensation; CEO/President compensation is not reimbursed .
- Severance: RC has no obligation to pay executive officers any compensation upon termination of their employment (no RC severance program for NEOs) .
- Change-in-control: Equity plans empower the Compensation Committee to adjust awards to maintain proportionate rights (e.g., shares/units, exercise/purchase prices, performance criteria); may accelerate settlement in merger where Company is not the survivor, subject to award agreements; no blanket single/double-trigger severance at RC for NEOs .
- Clawback: NYSE Rule 10D-1 compliant policy; recoupment of erroneously awarded compensation upon restatement .
- Say-on-pay: Shareholder approval ~95% (2023 AM) and ~84% (2024 AM) .
Investment Implications
- Pay-for-performance: Annual bonus tied 60% to ROE metrics in 2024 (Distributable ROE 30%; Adjusted Distributable ROE 30%) plus 40% individual CRE goals; Zausmer’s 2024 bonus ($1.001M) reflected strong Adjusted ROE (10.6%) despite low Distributable ROE (3.7%) .
- Equity alignment and potential supply: Significant unvested awards (e.g., 148,368 merger-related RSUs earned; one-third converts to RS vesting 12/31/2025; multiple time-based tranches in 2026–2028) suggest continued retention incentives but possible selling pressure around vest dates .
- Governance safeguards: Prohibitions on hedging/pledging and a formal clawback reduce misalignment and risk of leverage-driven forced sales; ownership guideline (3x salary) enhances skin-in-the-game .
- Performance trajectory: RSU outcomes show variability—strong 2021 relative TSR payout vs mixed 2022 performance (ROE near threshold; TSR below target), underscoring execution risk in credit underwriting and market returns; bonus frameworks adaptively emphasize ROE quality (Adjusted ROE) .