Gilbert Nathan
About Gilbert Nathan
Gilbert E. Nathan (age 45) is an independent director of Ready Capital, serving since March 2019 following RC’s merger with Owens Realty Mortgage, where he joined the board in August 2018 . He is Managing Member and a Director of Jackson Square Advisors LLC (since Sep 2015), with prior investing and restructuring experience and a B.S. in Management from Tulane University; the board has deemed him independent under NYSE standards . He currently serves on RC’s Audit Committee and Nominating & Corporate Governance Committee and is designated by the board as “financially literate” and an “Audit Committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restoration Capital Management | Principal | 2002–2012 | Distressed/special situations investor |
| Candlewood Investment Group | Senior Analyst | 2013–2015 | Credit/special situations analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jackson Square Advisors LLC | Managing Member & Director | Sep 2015–Present | Financial advisory/services firm |
| Alto Ingredients, Inc. (Nasdaq: ALTO) | Director | Nov 2019–Present | Public company directorship |
| Magnachip Semiconductor Corp. (NYSE: MX) | Director | May 2023–Present | Public company directorship |
| Mission Coal Wind Down Co. LLC | Plan Administrator | Current | Post-restructuring administration |
| Cloud Peak Energy | Chief Executive Officer | Current | Post-restructuring leadership |
| Hercules Offshore Liquidating Trust | Board Member | Jun 2018–Dec 2021 | Liquidating trust board |
| BPZ Liquidating Trust | Liquidating Trustee | Nov 2015–May 2017 | Liquidating trustee |
| Emergent Capital, Inc. (NYSE: EMG) | Director | Nov 2015–Jul 2017 | Specialty finance public company |
Board Governance
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). The board determined all Audit and Nominating members are independent under NYSE standards; Audit members (including Nathan) are “financially literate” and qualify as “Audit Committee financial experts” .
- Independence status: The board determined five of seven nominees—including Gilbert E. Nathan—are independent under NYSE and RC independence standards .
- Board activity/engagement (2024): 9 board meetings; 8 independent director executive sessions; “90% Board Attendance” metric disclosed at board level .
- Committee activity (2024): Audit Committee held 4 meetings; Nominating & Corporate Governance held 3 meetings; Compensation Committee held 3 meetings .
- Annual meeting attendance: 6 of 7 directors attended the prior annual meeting (not identified by name) .
- Policies strengthening alignment and oversight: no hedging/pledging by directors; clawback policy compliant with NYSE Rule 10D‑1; stock ownership guidelines require independent directors to hold ≥5x annual cash retainer; as of Dec 31, 2024, the committee found covered individuals were compliant or within the allowed time to comply .
Fixed Compensation
| Component (Independent Director) | Amount | Notes |
|---|---|---|
| Annual cash board retainer (2024) | $95,000 | Applies to all independent directors |
| Audit Committee member retainer | $12,500 | Non-chair member amount |
| Nominating & Corporate Governance member retainer | $7,500 | Non-chair member amount |
| Total cash (Nathan, 2024) | $115,000 | Matches disclosed “Fees Earned or Paid in Cash” |
| Meeting fees | None | Not disclosed/paid beyond retainers |
2024 Director Compensation (Nathan): $115,000 cash + $115,000 stock awards = $230,000 total .
Performance Compensation
| Award Type | Shares / Value | Grant/Vesting | Performance Metrics |
|---|---|---|---|
| Annual equity award (Directors, 2024) | $115,000 grant date fair value | Restricted Common Stock vests in equal quarterly installments over one year; dividends paid on unvested shares | None (time-based only) |
| Restricted Common Stock (Nathan) | 13,393 shares | Under 2023 Plan; vest in three equal installments on 6/30/2025, 9/30/2025, and 12/31/2025 | None disclosed (director equity) |
RC engages an independent compensation consultant (Farient) for director and officer compensation benchmarking; the Compensation Committee reported no conflicts with the consultant .
Other Directorships & Interlocks
| Company | Industry | Role | Since | Potential Interlocks |
|---|---|---|---|---|
| Alto Ingredients (ALTO) | Specialty alcohols/renewables | Director | 2019 | None with RC disclosed |
| Magnachip Semiconductor (MX) | Semiconductors | Director | 2023 | None with RC disclosed |
| Emergent Capital (EMG) | Specialty finance | Former Director | 2015–2017 | Historical; no RC interlock disclosed |
- Compensation Committee interlocks: RC discloses no compensation committee interlocks or insider participation required to be reported (company-level disclosure) .
Expertise & Qualifications
- Audit/finance: Board determined Nathan is “financially literate” and an “Audit Committee financial expert” for SEC purposes .
- Restructuring/distressed investing: Roles at Restoration Capital Management (Principal, 2002–2012), Candlewood Investment Group (Senior Analyst, 2013–2015), and multiple liquidating trust leadership posts .
- Education: B.S. in Management (Tulane University) .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 125,106 RC common shares (includes 7,000 owned by spouse) |
| Percent of outstanding shares | Less than 1% (asterisk in ownership table) |
| Unvested/Restricted | Includes 13,393 restricted shares under the 2023 Plan vesting on 6/30/2025, 9/30/2025, 12/31/2025 |
| Ownership guidelines | Independent directors must hold ≥5x annual cash retainer; RC states covered individuals were compliant or within permitted timeline as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and officers (policy bans hedging and pledging of RC securities) |
Governance Assessment
-
Strengths
- Independence and financial rigor: Independent status with Audit Committee financial expert designation; serves on Audit and Nominating committees—key for oversight of financial reporting, risk, and board composition .
- Alignment: Director ownership guidelines (≥5x cash retainer) and no hedging/pledging improve alignment; dividends on unvested time-based stock are standard for REIT boards; company reports compliance or on-track status for covered individuals as of YE 2024 .
- Engagement: Board held 9 meetings in 2024 with 8 independent director sessions; Audit and Nominating committees were active (4 and 3 meetings) .
-
Risks/Watch items
- External management structure: RC is externally managed by Waterfall Asset Management with management fees and potential incentive distributions; termination of the management agreement without cause can trigger significant termination payments (3x base management fee and 3x incentive distribution repurchase of the Class A special unit), a potential structural misalignment to monitor (board oversight and independent director scrutiny are critical) .
- Time commitments: Nathan holds multiple external roles (two public company boards and leadership in post-restructuring entities); while common among restructuring experts, investors may monitor workload given RC’s active committee schedule (no per-director attendance issues disclosed) .
-
Shareholder signals
- Say-on-pay support: ~84% support at the 2024 annual meeting (company-level), indicating generally favorable shareholder sentiment on compensation governance .
- Policies: Clawback policy compliant with NYSE Rule 10D‑1; insider trading policy with pre-clearance procedures; annual independent director executive sessions enhance oversight .
Overall, Nathan brings restructuring and capital markets depth, satisfies audit financial expert criteria, and is aligned via ownership and equity awards; the primary governance risk is RC’s external management agreement structure, which is mitigated by active independent committee oversight where Nathan participates .