J. Mitchell Reese

About J. Mitchell Reese

Lead Independent Director of Ready Capital Corporation; age 65; director since 2016 (joined the RC board upon the October 2016 merger with Sutherland Asset Management) and designated Lead Independent Director in April 2025. Background spans private equity and investment banking: Managing Member of Cintra Capital since 2001; former Managing Director at The Carlyle Group heading the U.S. venture capital fund; prior roles at Morgan Keegan (board member; headed M&A; co‑headed investment banking; president of merchant banking). Education: BA cum laude from Harvard College and MBA from Harvard Business School. The RC board has determined he is independent and an Audit Committee “financial expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Current roles: Lead Independent Director (designated Apr 2025); Audit Committee Member; Nominating & Corporate Governance Committee Chair .
• Independence: RC board affirms Reese is independent under NYSE standards; also deemed an “Audit Committee financial expert” and financially literate under SEC/NYSE rules .
• Lead Independent Director responsibilities include chairing executive sessions, agenda feedback to the Chair/CEO, liaison with management, and availability to major stockholders; RC held eight independent director sessions in 2024 .
• Committee activity in 2024: Audit Committee met 4 times; Nominating & Corporate Governance Committee met 3 times; Compensation Committee met 3 times .
• Board activity in 2024: 9 total board meetings; RC reports 90% board attendance; six of seven directors attended the 2024 annual meeting .

Board activity metrics:

Fixed Compensation

2024 independent director cash fees (fee schedule and Reese’s roles):

• Base annual cash retainer: $95,000 .
• Audit Committee member retainer: $12,500 (non‑chair) .
• Nominating & Corporate Governance Committee chair retainer: $15,000 .
• Reese’s 2024 cash total: $122,500 (95,000 + 12,500 + 15,000) .

Performance Compensation

• Annual equity award for independent directors (2024): restricted Common Stock grant date fair value $115,000; vests in equal quarterly installments over one year; dividends paid on unvested restricted shares .
• No performance‑conditioned equity awards disclosed for independent directors; RSUs may be used for directors generally but 2024 disclosure shows restricted stock awards and vesting only .

Other Directorships & Interlocks

No current public company directorships for Reese are disclosed in the 2025 proxy .

Expertise & Qualifications

• Financial services leadership and capital markets expertise; venture capital and M&A background .
• Audit Committee “financial expert” and financially literate (SEC/NYSE) .
• REIT/real estate governance exposure; RC board skill matrix lists governance, finance/accounting, risk management among nominees’ skills (Reese included among nominees) .

Equity Ownership

• Beneficial ownership: 105,523 RC common shares; percent of outstanding: less than 1% (based on 172,286,090 shares outstanding as of Apr 21, 2025) .
• Holding structure: shares held via the J. Mitchell Reese Jr. Trust UA 5/5/1999; Reese is trustee and sole beneficiary with sole voting and investment power .
• Unvested RSUs: excludes 13,393 RSUs with deferred settlement election noted in footnote; these are not counted in beneficial ownership .
• Ownership alignment: Independent director stock ownership guideline requires holdings valued at ≥5x annual cash retainer; RC reports subjects were compliant or within the permitted five‑year compliance window as of Dec 31, 2024 .
• Hedging and pledging of company securities are prohibited for directors, supporting alignment; insider trades require pre‑clearance under policy .

Governance Assessment

• Strengths:

  • Independence and leadership: Reese serves as Lead Independent Director; committees chaired by independent directors; independent executive sessions held regularly, enhancing oversight of the external manager .
  • Audit competency: Reese designated an Audit Committee “financial expert,” supporting financial reporting and risk oversight quality .
  • Alignment policies: Mandatory ownership guidelines for directors (≥5x retainer) with compliance review; explicit bans on hedging/pledging; clawback policy for executives per NYSE/Rule 10D‑1 .
  • Engagement: Lead Independent Director role includes direct availability to major stockholders; RC conducts ongoing shareholder outreach; 84% say‑on‑pay support in 2024 indicates general investor acceptance of compensation approach .

• Risks and potential red flags:

  • External management structure: RC pays Waterfall Asset Management a management fee (1.5%/1.0% of equity) and incentive distribution (15% of core earnings over 8% hurdle), with termination fee provisions (3× management fee and 3× incentive distribution averages) if the agreement is ended without cause; these can create perceived conflicts and reduce flexibility, placing weight on independent oversight (including Reese’s role) to mitigate agency risk .
  • Co‑investment with Manager: RC committed $125 million to a Waterfall‑managed fund (Atlas Anchor Feeder), approved by a majority of independent directors; while diligence and approval processes are disclosed, any related party investment heightens conflict scrutiny and demands strong committee governance .
  • Attendance disclosure: RC reports 90% board attendance and 6 of 7 directors at the 2024 annual meeting; individual director attendance rates are not detailed, limiting granular assessment of engagement at the director level .

Overall, Reese’s independent leadership, audit expertise, and adherence to ownership/anti‑hedging policies are positive governance signals; the primary governance risk stems from RC’s external manager economics and termination protections, making the Lead Independent Director’s oversight and committee rigor pivotal for investor confidence .