Ladder Capital Corp (NYSE:LADR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May22, 2017, Ladder Capital Finance LLC (LCF), a subsidiary of
Ladder Capital Corp (the Company), and Brian Harris, the Companys
Chief Executive Officer, entered into a Third Amended and
Restated Employment Agreement (the Harris Employment Agreement).
The Harris Employment Agreement provides for an indefinite term
of employment, a base salary of not less than $1,000,000 per year
and the opportunity to participate in LCFs standard employee
benefit programs. to the Harris Employment Agreement, Mr.Harris
will be entitled to receive an annual cash bonus during his
employment equal to no less than 4.05% of the Companys core
earnings for such year (as defined in the agreement). Mr.Harris
will also be entitled to receive an annual incentive equity award
during his employment equal to 41% of the senior management teams
annual incentive amount for such year (as defined in the
agreement). Any such awards will vest on the grant date.
Upon a termination by LCF without cause or by Mr.Harris for good
reason (in each case as defined in the agreement), subject to
Mr.Harris execution of a release of claims in favor of LCF and
its affiliates, Mr.Harris will be entitled to receive (i)cash
severance equal to the greater of $10,000,000 or two times the
sum of Mr.Harris annual base salary in effect at the time of
termination and the average of the annual cash bonuses paid to
him with respect to the two calendar years immediately preceding
his termination (the Harris Cash Severance), 50% of which will be
payable in a lump sum and 50% of which will be payable in twelve
equal monthly installments, (ii)a prorated portion of Mr.Harris
minimum annual cash bonus for the year in which such termination
occurs, payable at the same time that performance bonuses for
such calendar year are paid to our other senior executives,
(iii)a prorated portion of Mr.Harris minimum annual equity
incentive grant for the year in which such termination occurs, to
be granted at the same time that comparable equity incentives for
such calendar year are granted to other senior executives, and
(iv)reimbursements for continued health care for up to two years
immediately following Mr.Harris termination (as allowed by law).
If Mr.Harris termination occurs within one year of a change in
control (as defined in the Companys 2014 Omnibus Incentive Plan)
or if, as of the date of Mr.Harris termination, the Company has
previously entered into a definitive binding agreement with a
buyer that would result in a change in control and such
definitive binding agreement remains in effect, then all of the
Harris Cash Severance will be payable in a lump sum, as permitted
by law.
to his employment agreement, Mr.Harris is subject to a
confidentiality covenant (with some specified exceptions), a
one-year post-termination non-competition covenant and a two-year
post-termination employee and customer non-solicitation covenant.
The foregoing summary of the Harris Employment Agreement is
qualified in its entirety by reference to the actual agreement, a
copy of which is filed herewith as Exhibit10.1 and incorporated
by reference herein.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No. |
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DescriptionofExhibit |
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10.1 |
Third Amended and Restated Employment Agreement, dated |
About Ladder Capital Corp (NYSE:LADR)
Ladder Capital Corp is a commercial real estate finance company. The Company’s segments include loans, securities and real estate. The loans segment includes mortgage loan receivables held for investment (balance sheet loans) and mortgage loan receivables held for sale (conduit loans). The securities segment comprises all of the Company’s activities related to commercial real estate securities, which include investments in commercial mortgage-backed securities (CMBS) and United States Agency Securities. The real estate segment includes net leased properties, office buildings, a warehouse and condominium units. The Company invests primarily in loans, securities and other interests in the United States commercial real estate, with a focus on senior secured assets. The Company owns approximately 100 single tenant net leased properties. In addition, the Company owns approximately 30 other properties. Ladder Capital Corp (NYSE:LADR) Recent Trading Information
Ladder Capital Corp (NYSE:LADR) closed its last trading session down -0.09 at 14.18 with 254,418 shares trading hands.