Business Context and Reporting Period
This Form 8-K Current Report was filed by Ladder Capital Corp on July 19, 2018. The filing addresses corporate governance changes, specifically the appointment of a new director and related compensatory arrangements.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or debt metrics. Specific financial data disclosed includes:
- Director Compensation: Jeffrey B. Steiner was granted 4,720 restricted shares of Class A common stock with a grant date fair value of $75,000.
- Legal Fees (2017): Approximately $2.7 million paid to DLA Piper LLP (US).
- Legal Fees (2018): Aggregate expenditures to DLA Piper and McDermott Will & Emery are expected to be roughly equivalent to the 2017 amount.
- Related Party Compensation: Andrew Steiner (son of the new director) received compensation exceeding $120,000 in 2017.
Material Changes
The primary material change reported is the appointment of Jeffrey B. Steiner as a Class I director and member of the Compensation Committee on July 19, 2018. Additionally, the filing notes a change in the legal service providers associated with the new director, as he transitioned from DLA Piper to McDermott Will & Emery in March 2018.
Outlook, Risks, and Unusual Items
Management Commentary: The Board highlighted Mr. Steiner's 35+ years of experience in real estate finance and capital markets as a strategic asset.
Related Party Transactions: The filing discloses potential conflicts of interest regarding legal fees paid to firms where the new director is or was a partner. It also discloses the employment of the director's son, noting that his compensation was consistent with company practices for similar positions.
Risks: The filing does not explicitly list new risk factors, though the concentration of legal fees with firms connected to board members is a disclosed contingency.
Investor Verification Checklist
- Verify the vesting schedule and performance conditions for the 4,720 restricted shares granted to Jeffrey B. Steiner.
- Confirm the aggregate legal fees paid to DLA Piper and McDermott Will & Emery in 2018 to ensure they remain within the expected range of $2.7 million.
- Review the Company's related party transaction policies regarding the employment of Andrew Steiner.
- Check subsequent filings for any changes in the Board's Compensation Committee composition or legal service provider contracts.