Business Context and Reporting Period
This Form 8-K Current Report was filed by Ladder Capital Corp on February 9, 2021. The filing addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and the departure of the incumbent.
Key Personnel Changes
- Appointment: Paul J. Miceli was appointed as Chief Financial Officer, effective March 1, 2021.
- Departure: Marc Fox announced his intention to leave the company on February 9, 2021, with a planned departure date of May 7, 2021, to ensure an orderly transition.
- Background: Mr. Miceli, age 41, joined Ladder in July 2019 as Director of Finance. He previously served as Managing Director at Colony Capital, Inc. and Deputy CFO at NorthStar Asset Management Group.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation and personnel changes.
Compensation Arrangements for New CFO
| Component | Details |
|---|---|
| Base Salary | Not less than $350,000 per year. |
| Cash Bonus | Eligible for a year-end cash bonus from the management team pool. |
| Equity Incentive | Annual grant to be determined by the Board/Compensation Committee. |
| Severance (No Cause/Good Reason) | Cash severance equal to the lesser of $1,000,000 or the sum of annual base salary plus average of prior two years' bonuses. Payable 50% lump sum, 50% over 12 months. |
| Change in Control Severance | If termination occurs within one year of a change in control, all Cash Severance is payable in a lump sum. |
| Benefits | Health care reimbursement for up to 3 months (or 6 months if non-compete is extended). |
Material Changes
The primary material change is the leadership transition in the finance function. The filing does not report material changes to financial performance, debt levels, or business operations compared to the prior period.
Outlook, Risks, and Contingencies
Management Commentary: The appointment of Mr. Miceli is part of Ladder's longer-term succession plan. He has been working alongside the senior management team since joining in 2019.
Risks and Covenants: The employment agreement includes a 90-day post-termination non-competition covenant (extendable by 90 days) and a two-year post-termination non-solicitation covenant for employees and customers.
Investor Verification Checklist
- Verify the effective date of the CFO transition (March 1, 2021) and the interim period coverage by Marc Fox.
- Review the attached Exhibit 10.1 (Miceli Employment Agreement) for specific definitions of "Good Reason" and "Change in Control."
- Confirm the total potential cash severance liability capped at $1,000,000 under the new agreement.
- Monitor future filings for the actual equity grant details, which are to be determined by the Board.