Todd Sinai
About Todd M. Sinai
Todd M. Sinai is an independent director of Ready Capital (RC), age 55, serving on the board since October 2016 following service on the Sutherland Asset Management Corporation board from November 2013 to October 2016 prior to its merger with RC . He is the David B. Ford Professor and Chairperson of the Real Estate Department at The Wharton School, University of Pennsylvania, where he has been on the faculty since 1997; his expertise includes commercial real estate, REITs, public economics, risk and pricing in real estate markets, and taxation of real estate and capital gains . Dr. Sinai holds a Ph.D. in Economics from MIT and a B.A. in Economics and Mathematics from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutherland Asset Management Corporation | Director | Nov 2013 – Oct 2016 | Joined RC board upon Sutherland’s merger in Oct 2016 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wharton School, University of Pennsylvania | David B. Ford Professor; Chairperson, Real Estate Department | Faculty since 1997; Chair since 2019 | Academic leadership and real estate expertise |
Board Governance
- Current committee assignments: Compensation Committee Chair; Nominating and Corporate Governance Committee Member .
- Independence: Board affirmatively determined Sinai is independent under NYSE standards and internal Independence Standards .
- Committee activity and engagement: Compensation Committee held three meetings in 2024 and engaged Farient Advisors as an independent compensation consultant; committee evaluated potential conflicts and determined none .
- Nominating & Corporate Governance Committee held three meetings in 2024; all members independent .
- Board activity: RC reported nine total board meetings in 2024, 90% board attendance, and eight independent director executive sessions .
- Annual meeting attendance: six of seven directors attended last year’s annual meeting .
- Lead Independent Director: J. Mitchell Reese serves as Lead Independent Director; independent executive sessions presided by the LID .
- Stockholder engagement and governance practices: ownership guidelines for independent directors; anti-hedging and anti-pledging; clawback policy compliant with NYSE/Rule 10D-1 .
- Director election signal (2025): Sinai received 70,849,646 votes for and 13,874,783 withheld; all seven nominees were elected .
- Say-on-pay signal (2025): Advisory vote on NEO compensation approved (73,946,844 for; 9,902,349 against; 875,236 abstentions); 1-year vote frequency supported (81,594,177) .
Fixed Compensation
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 90,000 | 122,500 | 122,500 |
| Stock Awards ($) | 100,000 | 115,000 | 115,000 |
| Total ($) | 190,000 | 237,500 | 237,500 |
| 2024 Director Fee Structure | Amount ($) |
|---|---|
| Annual cash director’s fee | 95,000 |
| Audit Committee — Chair | 25,000 |
| Audit Committee — Member | 12,500 |
| Compensation Committee — Chair | 20,000 |
| Compensation Committee — Member | 10,000 |
| Nominating & Corporate Governance — Chair | 15,000 |
| Nominating & Corporate Governance — Member | 7,500 |
| Annual equity award (restricted Common Stock fair value) | 115,000 |
Notes:
- Restricted Common Stock vests in equal quarterly installments over one year; dividends paid on unvested shares at the same rate as common stock .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to director compensation | None disclosed; independent directors receive time-based restricted Common Stock and are eligible for RSUs and other equity awards under the Equity Incentive Plans . |
| Vesting schedule (2024 director stock awards) | Equal quarterly installments over one year . |
| Dividend treatment on unvested shares | Dividends paid at the same rate and time as common stock . |
Compensation Committee oversight of NEO performance awards (context for governance quality):
| Metric (2022 Performance RSUs for NEOs) | Weight | Threshold | Target | Maximum | Result | Payout |
|---|---|---|---|---|---|---|
| Distributable ROE | 50% | 7% | 9% | 11% | 7.21% | 55.36% |
| Relative TSR (vs peer group) | 50% | 25th percentile | 50th percentile | 75th percentile | 47.60th percentile | 95.20% |
Peer group for TSR includes sector peers such as Starwood Property Trust, Blackstone Mortgage Trust, Arbor Realty Trust, and others .
Other Directorships & Interlocks
| Company | Role | Committee/Notes |
|---|---|---|
| None disclosed | — | RC reports no Compensation Committee interlocks or insider participation requiring disclosure under Exchange Act rules . |
Expertise & Qualifications
- Technical expertise: commercial real estate, REITs, public economics, risk/pricing, taxation of real estate and capital gains .
- Academic leadership: Wharton Real Estate Department Chair since 2019; faculty since 1997 .
- Education: Ph.D. MIT; B.A. Yale .
- Board qualifications: Board cites industry technical expertise and financial markets knowledge .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 70,875 |
| % of common shares outstanding | Less than 1% |
| Shares outstanding reference | 172,286,090 (including 1,792,258 restricted common shares) as of April 21, 2025 |
| Director stock ownership guidelines | Minimum equity equal to ≥ 5× annual cash retainer (chair fees excluded) |
| Compliance status (as of Dec 31, 2024) | Independent directors were in compliance or within permitted time to attain required level |
| Hedging/pledging policy | Directors prohibited from hedging or pledging Company securities; insider trading pre-clearance required |
| Clawback policy | Maintains clawback policy compliant with NYSE and Rule 10D-1 |
Governance Assessment
- Board effectiveness and independence: Sinai serves as Compensation Chair and Nominating & Corporate Governance member, with the board affirming his independent status under NYSE rules; committees met actively in 2024 with independent consultants and no conflicts reported .
- Ownership alignment and safeguards: Mandatory director ownership (≥5× cash retainer) with compliance confirmed; strict anti-hedging/pledging and a compliant clawback policy enhance alignment and accountability .
- Investor confidence signals: Director elections in 2025 resulted in Sinai’s re-election; advisory say-on-pay was approved and stockholders supported annual frequency, indicating general support for compensation governance .
- External management conflict risk (RED FLAG—structural): RC’s external management agreement pays substantial base fees regardless of performance; the agreement was negotiated among related parties, potentially less favorable than arms-length terms; there are asset allocation conflicts mitigated by a side letter and independent board oversight—Sinai’s committee role is critical in monitoring and reviewing manager fees and reimbursements .
- Attendance and engagement: Board reported 90% attendance and eight independent sessions in 2024; six of seven directors attended the last annual meeting, evidencing high—but not perfect—engagement .
Overall, Sinai’s academic rigor and real estate expertise, coupled with his leadership of the Compensation Committee and adherence to alignment policies, are positives for governance quality; the main monitoring focus remains the external management structure and fee model, where continued assertive oversight is essential to protect shareholder interests .