Ready Capital (RC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 25, 2024, to vote on director elections, auditor ratification, and executive compensation.

• The Broadmark Realty Capital acquisition increased market capitalization by 44%, making the company the 4th largest commercial mortgage REIT.

• The company is now the 4th largest SBA 7a lender and acquired Madison One, the second largest USDA originator.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Each share of common stock entitles the holder to one vote per proposal.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2025 meeting by February 14, 2025.

Board of directors and corporate governance

• Board size will be reduced from twelve to seven members after the meeting; five of seven nominees are independent.

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

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

• Minimum equity ownership guidelines for directors and certain executive officers are in place.

• Policies prohibit hedging and pledging of company securities by insiders.