Ready Capital (RC) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 17, 2026, with key proposals including director elections, auditor ratification, executive compensation, and an equity plan amendment.

• Strategic focus on liquidity, leverage reduction, and repositioning commercial real estate exposures amid challenging market conditions.

• Efforts underway to manage 2026 debt maturities, grow small business lending, and lower operating costs.

• Board recommends voting FOR all proposals, emphasizing long-term value creation.

Voting matters and shareholder proposals

• Proposals include election of seven directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and approval of an amended equity incentive plan increasing shares by 15 million.

• Each share of common stock entitles the holder to one vote per proposal; a majority of votes cast is required for most items.

• Shareholders can vote online, by phone, or by mail, and may revoke proxies before or during the meeting.

Board of directors and corporate governance

• Board consists of seven members, with five deemed independent under NYSE standards.

• Board diversity: 29% of nominees are diverse by race or gender; 71% are independent; 86% have REIT/real estate experience.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Lead Independent Director role established for enhanced governance; regular executive sessions held.

• Board and committees oversee risk, succession, and performance, with regular reviews of governance structure.