READY CAPITAL CORP (RC)
Sector: Financials
2026 Annual Meeting Analysis
READY CAPITAL CORP · Meeting: July 17, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Capasse has served as Chairman and CEO since 2016, and RC's stock has lost approximately 78% over the past three years while the company's own peer group of mortgage finance companies gained about 38% on average — a gap of roughly 116 percentage points that far exceeds the 20-point threshold that triggers an against vote; the five-year record is equally poor (RC down ~80% vs. peers down ~17%, a 63-point gap), so the five-year check does not provide relief.
Mr. Ross has served as President and director since 2016, and the same severe stock underperformance that applies to Mr. Capasse applies equally here — RC shareholders have lost roughly 78% over three years while the peer group gained 38%, a gap of about 116 percentage points; the five-year record offers no relief, and as a co-founder and co-manager of the external manager, Mr. Ross bears direct accountability for strategy.
Mr. Marshall joined the board in December 2022, giving him more than 24 months of tenure and making the TSR trigger applicable; RC's stock is down about 78% over three years versus a peer-group gain of roughly 38%, a gap of 116 percentage points that far exceeds the 20-point policy threshold, and the five-year underperformance check also fails to provide relief.
Ms. Mielle has served since March 2021, well past the 24-month new-director exemption, and the full three-year underperformance of approximately 116 percentage points relative to the company's own peer group squarely triggers an against vote; the five-year comparison does not rescue the vote because RC's five-year gap versus peers (-63pp) also exceeds the 20-point threshold.
Mr. Nathan has been a director since 2019, giving him full overlap with the underperformance period; RC's three-year shareholder return of approximately -78% versus a peer-group median of +38% represents a gap of roughly 116 percentage points, far above the 20-point trigger, and the five-year record is equally problematic, so no mitigation applies.
Mr. Reese has been a director since 2016 with full overlap over the entire underperformance period; the same 116-point three-year gap versus the company's own peer group that triggers against votes for other long-tenured directors applies equally to Mr. Reese, and the five-year underperformance record provides no relief.
Dr. Sinai has served since 2016 with full overlap with the underperformance period; RC's three-year total return of roughly -78% versus a peer-group median of +38% (a ~116-point gap) and equally poor five-year performance relative to peers means the TSR trigger fires without any mitigant available.
For Analysis
All seven director nominees — including both executive directors (Capasse and Ross) and all five independent directors — receive an AGAINST vote under the policy's stock-performance trigger. RC's three-year total return of approximately -78% trails the company's own disclosed peer group median of +38% by about 116 percentage points, far exceeding the 20-point threshold that applies when a company's absolute three-year return is negative. The five-year comparison is equally poor (RC -80% vs. peer median -17%, a 63-point gap), so the five-year mitigant that could otherwise downgrade an against vote to a for vote does not apply. All directors have been on the board for more than 24 months and thus none qualify for the new-director exemption. The benchmark used throughout is the company's own disclosed compensation peer group, which is the primary benchmark under policy. For reference, RC also lags the REM — iShares Mortgage Real Estate ETF benchmark by approximately 105 percentage points over three years, reinforcing the severity of the underperformance.
Say on Pay
✓ FORCEO
Andrew Ahlborn
Total Comp
N/A
Prior Support
87%%
The prior year say-on-pay vote received approximately 87% support, well above the 70% threshold that would require a response, so no concern is triggered there. The named executive officer whose pay RC directly controls and reports (the CFO, Andrew Ahlborn, with total reported compensation of $2,766,435) received a below-target cash bonus reflecting actual company underperformance — the Distributable ROE metric came in at -6.4% against an 8% target, and the prior performance-based stock award cycle (covering 2023–2025) was entirely forfeited because both the ROE and relative TSR performance goals were missed — demonstrating that the variable pay structure is functioning as intended by reducing pay when performance falls short. The pay structure itself is appropriately designed, with 50% of long-term equity awards subject to performance conditions tied to ROE and relative total shareholder return over a three-year period, and the company maintains a meaningful clawback policy, so the overall program passes the policy screens.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,406,250
Non-Audit Fees
$2,063
Non-audit fees of $2,063 represent essentially zero percent of audit fees of $2,406,250, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so no tenure trigger can fire; Deloitte & Touche is a Big 4 firm appropriate for a company of RC's size and complexity; no material financial restatements are disclosed.
Overall Assessment
The 2026 Ready Capital annual meeting ballot presents four proposals; the most significant governance concern is the company's severe and sustained stock underperformance — RC's shares have lost approximately 78% over three years while its own peer group of mortgage finance companies gained roughly 38% on average, a gap of about 116 percentage points — which triggers an AGAINST vote for all seven director nominees under the policy's TSR underperformance rule, with no five-year mitigant available given equally poor longer-term performance. The auditor ratification passes cleanly (near-zero non-audit fees, Big 4 firm) and the say-on-pay vote passes because the variable compensation structure actually worked as intended — below-target bonuses were paid reflecting poor company results and a full three-year performance stock award cycle was forfeited entirely — though shareholders should note that the equity plan expansion proposal (Proposal 4) seeks a large increase in shares available for future grants and is outside the scope of this policy analysis.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing