Andrew Ahlborn
About Andrew Ahlborn
Andrew Ahlborn is Chief Financial Officer (CFO) of Ready Capital Corporation (RC) and Secretary, serving since March 2019; he has been with Waterfall Asset Management (RC’s external Manager) since 2010 and focused on RC since its formation in 2011, playing vital roles in significant corporate transactions . He is 41, holds a B.S. in Accounting from Fordham (Gabelli) and an MBA from Columbia Business School, and is a licensed CPA in New York . Company performance context relevant to his incentive metrics: 2024 TSR was 130.5 vs peer composite 194.8; GAAP net loss was $430.4 million; Distributable ROE was 0.9% . RC’s 2024 operating highlights included $2.4B total originations, BVPS $10.61, and a 1.3x recourse leverage ratio .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ready Capital (externally managed by Waterfall) | Chief Financial Officer & Secretary | 2019–present | Led finance, liquidity, corporate debt/warehouse optimization; vital role in significant corporate transactions since inception |
| Ready Capital | Controller | 2015–2019 | Built public-company finance infrastructure; supported key transactions |
| Waterfall Asset Management | Various (focused on RC) | 2010–present | Dedicated to RC platform since 2011; supported growth and acquisitions |
| Ernst & Young LLP (FSO) | Audit/Advisory | Prior to 2010 | Financial services audit background; controls and reporting expertise |
External Roles
No external public company directorships or committee roles disclosed for Mr. Ahlborn .
Fixed Compensation
Multi-year cash compensation reimbursed by RC to the Manager for Mr. Ahlborn:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 431,250 | 450,000 | 450,000 |
| Annual Cash Bonus ($; “Non‑Equity Incentive”) | 1,194,652 | 1,025,000 | 1,050,000 |
| Merger-Related Cash Bonus ($; “Bonus”) | 45,348 | 550,000 | — |
| Other Compensation ($) | 29,576 | 33,327 | 28,575 |
| Total ($) | 2,450,826 | 3,858,327 | 2,328,575 |
- 2025 base salary increased to $550,000 (approved by Compensation Committee and Manager) .
Performance Compensation
Annual Cash Incentive Program design and 2024 outcomes for CFO:
| Metric | Weighting | Target | Actual | Payout Component |
|---|---|---|---|---|
| Distributable ROE | 30% | 8.0% | 3.7% | Factor in bonus outcome |
| Adjusted Distributable ROE | 30% | 8.0% | 10.6% | Factor in bonus outcome |
| Individual Goals (corporate/finance: debt & warehouse optimization, liquidity) | 40% | Qualitative | Achieved 43% of individual component | Factor in bonus outcome |
| Bonus Opportunity (as % of salary) | Threshold 100%; Target 200%; Max 350% | — | — | Actual $1,050,000 |
Long-term equity awards structure:
- 50% time-based Restricted Common Stock (3-year ratable vest); dividends paid on unvested time-based shares .
- 50% performance-based RSUs with 3-year performance periods; metrics weighted 50% annualized Distributable ROE and 50% relative TSR vs approved peer group; dividends only if earned .
Equity grants relevant to CFO:
| Grant | Grant Date | Shares Granted | Fair Value | Structure |
|---|---|---|---|---|
| Year-end 2024 performance award | Feb 22, 2025 | 178,572 | $1,200,000 | 50% time-based; 50% performance RSUs; performance period Jan 1, 2025–Dec 31, 2027 |
| Year-end 2023 performance award | Feb 22, 2024 | 88,300 | $800,000 | 50% time-based; 50% performance RSUs; performance period Jan 1, 2024–Dec 31, 2026 |
| Merger-Related RSUs (Broadmark) | Jun 1, 2023 | 98,912 (target) | $1,000,000 | Multi-metric (synergies, originations, liquidity, Distributable ROE) |
Merger-Related RSUs payout details (CFO earned):
| Metric | Weight | Threshold | Target | Max | Result | Payout % |
|---|---|---|---|---|---|---|
| Cost synergies | 30% | 30% | 40% | 50% | 80.61% | 200.00% |
| New product originations ($mm) | 15% | 25 | 50 | 100 | 212.87 | 200.00% |
| Incremental liquidity ($mm) | 30% | 350 | 400 | 500 | 885.71 | 200.00% |
| Distributable ROE | 25% | 6% | 8% | 10% | 4.65% | 0.00% |
| Earned RSUs (shares) | — | — | — | — | CFO: 148,368 | Settlement: 2/3 common shares; 1/3 restricted stock vests Dec 31, 2025 |
Compensation governance and shareholder sentiment:
- Farient Advisors engaged as independent compensation consultant; no conflicts; advised on metrics, peer benchmarking and awards .
- 2024 say‑on‑pay support ~84% of votes cast .
Compensation peer group (used for CFO benchmarking and performance RSUs): AGNC Investment Corp.; Arbor Realty Trust; BrightSpire Capital; Chimera Investment; Dynex Capital; Hannon Armstrong; Ladder Capital; MFA Financial; Mr. Cooper Group; New York Mortgage Trust; Radian Group; Redwood Trust; Rithm Capital; Two Harbors; Walker & Dunlop (size screens 0.3x–8.1x RC market cap/TEV) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 310,808 shares; <1% of outstanding |
| Shares outstanding reference | 172,286,090 shares (incl. 1,792,258 restricted) as of Apr 21, 2025 |
| Unvested/Outstanding awards (12/31/2024) | 28,703 (mix of restricted and 2022 Perf RSUs) ; 20,544 restricted (02/12/23) ; 148,368 Merger-Related RSUs earned (settlement per above) ; 44,150 restricted (02/22/24) |
| Stock ownership guidelines | CFO must hold ≥3x base salary in RC stock; 5‑year compliance period; excludes unvested shares/RSUs |
| Compliance status | As of 12/31/2024, all individuals subject to guidelines were in compliance or within permitted time window |
| Hedging/Pledging | Prohibited for directors and executive officers (puts/calls/swaps/collars; pledge bans) |
| Clawback | NYSE/Rule 10D‑1 compliant; recoup erroneously awarded comp upon restatement |
Upcoming vesting and performance timelines (CFO):
| Award | Vesting/Performance Schedule | Shares |
|---|---|---|
| Restricted Stock (02/22/24 grant) | 1/3 each on Feb 22, 2025; Feb 22, 2026; Feb 22, 2027 | 44,150 |
| Restricted Stock (02/12/23 grant) | Half vested Feb 12, 2025; half vests Feb 12, 2026 | 20,544 |
| Restricted Stock (02/12/22 grant) | Vested Feb 12, 2025 (8,809 shares portion) | 8,809 |
| Performance RSUs (2023 grant) | Performance period Jan 1, 2024–Dec 31, 2026; Distributable ROE & relative TSR | Target within 88,300 split |
| Performance RSUs (2024 grant) | Performance period Jan 1, 2025–Dec 31, 2027; Distributable ROE & relative TSR | Target within 178,572 split |
| Merger-Related RSUs (06/01/23) | Earned Feb 3, 2025; 1/3 converts to restricted stock vesting Dec 31, 2025 | 148,368 earned |
Employment Terms
- Externally managed REIT: CFO and other officers are employees of Waterfall; RC reimburses the allocable share of CFO compensation under the Management Agreement .
- Severance: RC has no obligation to pay any form of compensation to Named Executive Officers (including CFO) upon termination of employment; equity plan actions upon change‑in‑control are at Compensation Committee discretion to preserve proportionate rights (no single/double trigger acceleration terms disclosed) .
- Management Agreement economics/governance: RC pays 1.5%/1.0% base fee on stockholders’ equity (tiered) and 15% incentive distribution over 8% hurdle with 12‑quarter cumulative positive earnings condition; 2024 management fees totaled $24.9 million; no incentive distribution paid . Termination of Manager without cause triggers base fee and incentive distribution “three‑times” termination payments, increasing cost to terminate; 180‑day notice required .
- Insider trading policy: pre‑clearance for officers/directors; hedging and pledging prohibited .
- Clawback policy: compliant with NYSE/Rule 10D‑1; restatement recovery of erroneously awarded compensation .
- Stockholder say‑on‑pay frequency: Board recommends annual .
Investment Implications
- Pay-for-performance alignment: CFO’s 2024 bonus was formulaic and tied 60% to ROE metrics, with 40% individualized objectives; actual payout $1.05M reflects strong Adjusted Distributable ROE offsetting weaker Distributable ROE, indicating balanced performance emphasis on ongoing profitability and capital optimization .
- Retention vs selling pressure: Significant unvested equity across multi-year cycles (2024/2025 awards) and the one‑third of earned merger-related RSUs vesting on Dec 31, 2025 create retention hooks but may lead to incremental selling capacity post‑vesting; hedging/pledging bans limit leverage and misalignment risk .
- Alignment and ownership: CFO’s beneficial ownership (310,808 shares; <1%) plus mandatory 3x salary stock ownership guideline (in compliance/within window) support alignment; however, as an externally managed REIT, the Manager fee/incentive structure and termination payments are governance considerations investors should monitor for long‑term value capture .
- Performance risk signals: Company-level 2024 TSR underperformed peer composite and GAAP net loss was significant, but distributable ROE is the compensation-selected “company-selected” measure; continuous recalibration of ROE targets and peer TSR benchmarking suggests disciplined incentives; say‑on‑pay approval of ~84% indicates shareholder acceptance of the program .