Gary Taylor
About Gary Taylor
Gary Taylor, age 65, is Ready Capital’s Chief Operating Officer (COO) and has served in this role since April 2019. He is an operations-focused executive with extensive small-business lending and credit management experience, previously holding senior roles at Newtek Business Credit (President & COO), Brevet Capital (Managing Director), and CIT Small Business Lending (COO). He holds a B.S. in Business, with Honors, from Florida A&M University . Company performance context: 2024 TSR implied value of a $100 investment was $130.5 versus peer group $194.8; Distributable ROE reported in pay-versus-performance disclosure was 0.9%, while the annual bonus framework recorded 3.7% Distributable ROE and 10.6% Adjusted Distributable ROE for 2024 (definitions differ across disclosures) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newtek Business Credit | President & COO | 2015–2019 | Led operations of a small-business lender, overseeing credit and platform execution . |
| Brevet Capital Management | Managing Director | 2013–2015 | Senior leadership in credit/structured finance investing . |
| CIT Small Business Lending | Chief Operating Officer | 2007–2013 | Ran operational infrastructure for SBA/small-business lending . |
| Lehman Brothers; Moody’s Investor Service; AT&T Capital; Resolution Trust Corp.; First Chicago Bank & Trust; Chase Manhattan Bank | Various roles | Earlier career | Broad financial services roles across capital markets, ratings, and asset resolution . |
Fixed Compensation
Multi-year cash compensation reimbursed by Ready Capital to the external Manager (Waterfall) for Gary Taylor:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $431,250 | $450,000 | $450,000 |
| Annual Cash Bonus ($) | $1,060,000 | $900,000 | $766,000 |
| Stock Awards (Grant-date FV, $) | $650,000 | $1,050,000 | $800,000 |
| All Other Compensation ($) | $24,601 | $27,578 | $24,431 |
| Total ($) | $2,165,851 | $2,577,578 | $2,040,431 |
Bonus structure, targets, and actuals (2024):
- Bonus opportunity: Threshold 100% of base; Target 200%; Maximum 350%; Actual payout $766,000 .
- Metric weightings: Distributable ROE 30%; Adjusted Distributable ROE 30%; Individual 40% (Taylor achieved 37% on the individual component) .
- 2024 performance targets and results: Distributable ROE Threshold 0%, Target 8%, Max 10%, Actual 3.7%; Adjusted Distributable ROE Threshold 0%, Target 8%, Max 10%, Actual 10.6% .
Performance Compensation
Annual Cash Incentive – 2024 Framework
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Distributable ROE | 30% | 0.0% | 8.0% | 10.0% | 3.7% |
| Adjusted Distributable ROE | 30% | 0.0% | 8.0% | 10.0% | 10.6% |
| Individual Goals (Operations-focused) | 40% | N/A | N/A | N/A | Achieved 37% of individual component |
Equity Awards – Structure and Metrics
| Grant | Grant Date | Shares | Grant-Date Fair Value | Split | Performance Metrics | Period | Vesting |
|---|---|---|---|---|---|---|---|
| Year-end 2023 Awards (granted for 2023 performance) | Feb 22, 2024 | 88,300 | $800,000 | 50% time-based; 50% performance RSUs | 50% Distributable ROE; 50% Relative TSR vs peer group | 2024–2026 | Time-based vest ratably over 3 years; Performance RSUs vest based on metrics; dividends only on earned RSUs . |
| Year-end 2024 Awards (granted for 2024 performance) | Feb 22, 2025 | 119,048 | $800,000 | 50% time-based; 50% performance RSUs | 50% Distributable ROE; 50% Relative TSR vs peer group | 2025–2027 | Time-based vest ratably over 3 years; Performance RSUs vest based on metrics; dividends only on earned RSUs . |
| Merger-Related RSUs (Broadmark) | Jun 1, 2023 | 24,728 (target) | $250,000 | Performance RSUs | Cost synergies; New product originations; Incremental liquidity; Distributable ROE | Through 2024 | Payout on Feb 3, 2025: Earned 37,092 RSUs; 2/3 converted to common shares; 1/3 converted to restricted stock vesting Dec 31, 2025 . |
Merger-Related RSU outcomes (approved Feb 3, 2025):
- Cost synergies: 80.61% result; 200% payout weight 30% .
- New product originations: $212.87mm; 200% payout weight 15% .
- Incremental liquidity: $885.71mm; 200% payout weight 30% .
- Distributable ROE: 4.65%; 0% payout weight 25% .
- Gary Taylor earned 37,092 RSUs; two-thirds into common shares; one-third into restricted stock vesting Dec 31, 2025 .
Outstanding and Vested Equity (as of Dec 31, 2024)
| Award/Grant | Not Vested (#) | Not Vested ($) | Notes |
|---|---|---|---|
| 02/12/22 awards | 24,875 | $169,648 | Includes restricted stock and 2022 Performance RSUs; 2022 Performance RSUs earned Feb 22, 2025 . |
| 02/12/23 restricted stock | 20,544 | $140,110 | Vests one-half Feb 12, 2025 and one-half Feb 12, 2026 . |
| 06/01/23 Merger RSUs | 37,092 | $252,967 | Earned and settled Feb 3, 2025 (2/3 shares; 1/3 restricted stock vesting Dec 31, 2025) . |
| 02/22/24 restricted stock | 44,150 | $301,103 | Vests one-third each on Feb 22, 2025/2026/2027 . |
| 2024 vested restricted stock (during FY2024) | 34,537 | $326,878 | Value realized on vesting in 2024 . |
Equity Ownership & Alignment
- Beneficial ownership: 211,097 shares of common stock; includes restricted stock from 2023 Plan (59,524 shares) vesting in equal installments on Feb 22, 2026/2027/2028, plus restricted stock from Prior Plan (10,272 shares vesting Feb 12, 2026 and 29,433 shares vesting in equal installments on Feb 22, 2026 and Feb 22, 2027). Ownership is <1% of shares outstanding (172,286,090 shares as of Apr 21, 2025) .
- Upcoming vesting events likely to impact supply:
- Dec 31, 2025: One-third of earned Merger-Related RSUs converted to restricted stock vests (12,364 shares) .
- Feb 12, 2026: 10,272 restricted shares vest .
- Feb 22, 2026 and Feb 22, 2027: Restricted stock from 2023 Prior Plan (29,433 total) vests in equal installments .
- Feb 22, 2026/2027/2028: Time-based restricted stock from 2025 grant (59,524 total) vests in equal installments .
- Stock ownership guidelines: COO required to maintain ≥3x base salary in company stock; unvested RS/RSUs do not count; five years to comply; as of Dec 31, 2024 individuals were compliant or within the permitted time window .
- Hedging and pledging: Prohibited for directors and executive officers; pre-clearance required under insider trading policy .
Employment Terms
- Employment arrangement: Externally managed model—Gary Taylor is an employee of Waterfall (Manager); Ready Capital reimburses his compensation; he does not have a company severance agreement .
- Severance: “No obligation” by Ready Capital to pay any form of compensation to NEOs upon termination; any severance would be at the Manager level, not Ready Capital .
- Change-in-control: Equity Incentive Plans authorize the Compensation Committee to adjust awards to maintain proportionate rights; no single/double-trigger cash multiple disclosed; payouts governed by plan discretion and award agreements .
- Clawback: NYSE Rule 10D-1 compliant—recovery of erroneously awarded compensation upon financial restatement .
- Say-on-pay: 84% approval at 2024 annual meeting (advisory) .
- Ownership/ethics: Code of Conduct; no hedging/pledging; director/exec stock ownership guidelines applied to certain officers (including COO) .
Compensation Structure Signals
- Mix shift: Significant equity-based awards ($800k grant-date value in both 2024 and 2025 cycles) with 50% performance RSUs tied to Distributable ROE and relative TSR, promoting pay-for-performance alignment .
- Annual cash incentives: Formulaic plan with equal weighting to Distributable ROE and Adjusted Distributable ROE plus individual goals; 2024 payout below target reflects modest Distributable ROE result and individual achievement of 37% .
- Peer benchmarking: Compensation evaluated against REIT/credit finance peer group (e.g., AGNC, Arbor, Dynex, Redwood, Rithm, Two Harbors, Walker & Dunlop, etc.) .
Performance Compensation – Detailed Metrics Table
| Metric | Weight | Target Definition | Actual (2024) | Payout Impact |
|---|---|---|---|---|
| Distributable ROE | 30% | 8% target; 10% max | 3.7% | Below target; reduces payout under formula . |
| Adjusted Distributable ROE | 30% | 8% target; 10% max | 10.6% | Above max metric; supports payout . |
| Individual (Operations) | 40% | COO operations goals (HR, infrastructure enhancement) | 37% achievement | Partial payout . |
Investment Implications
- Alignment: Strong alignment via performance RSUs tied to Distributable ROE/relative TSR and ownership guidelines requiring ≥3x salary; hedging/pledging prohibitions reduce misalignment risk .
- Retention and supply: Multiple scheduled vesting events through 2028 (including Dec 31, 2025 and Feb 2026/2027/2028) could create periodic selling pressure; pre-clearance and ownership guidelines temper near-term supply risk .
- Pay-for-performance: 2024 cash bonus below target reflects mixed ROE outcomes; equity awards maintain long-dated performance exposure to ROE and TSR versus peers, signaling continued incentive to improve profitability and shareholder returns .
- Governance risk: No company severance obligations for NEOs and discretionary change-of-control equity treatment limit golden-parachute risk; external manager economics (management fee/incentive distribution, termination fees) are separate from NEO severance and can influence broader governance assessments .