To the Stockholders of Ladder Capital Corp: We hope you and your loved ones have remained safe and healthy during this extraordinary and unprecedented year. I am writing to invite you to attend the annual meeting of stockholders of Ladder Capital Corp. The annual meeting will be held on June 1, 2021 at 11:00 a.m., Eastern Time, via live webcast on the Internet. You will be able to attend and submit your questions during the meeting at www.virtualshareholdermeeting.com/LADR2021. Information about the meeting, nominees for the election of directors and the proposals to be voted on by stockholders is presented in the following notice of annual meeting and proxy statement. With respect to the matters to consider at the annual meeting, the Board of Directors unanimously recommends that you vote: • FOR the election of the nominees for director in Proposal 1; and • FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm in Proposal 2; and • FOR the resolution approving, on a non-binding, advisory basis, our executive compensation as described in this proxy statement (“Say on Pay”) in Proposal 3. Whether or not you plan to attend the annual meeting, please vote using the procedures described on the Notice of Internet Availability of Proxy Materials or on the proxy card. It is important that your shares be represented. Thank you for your continued support. Sincerely, /s/ Alan H. Fishman Alan H. Fishman Chairperson of the Board of Directors LADDER CAPITAL CORP 345 Park Avenue, 8th Floor New York, New York 10154 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS June 1, 2021 11:00 a.m., Eastern Time The Annual Meeting of Stockholders of Ladder Capital Corp will be held virtually via a live webcast on June 1, 2021 at 11:00 a.m., Eastern Time, for the following purposes: Items of Business 1. Election of the following two members of the Board of Directors: Douglas Durst and Jeffrey Steiner; and 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; and 3. Approval of a non-binding, advisory resolution to approve our executive compensation as described in this proxy statement (“Say on Pay”). In addition, at the Annual Meeting we will transact such other business as may properly come before the meeting or any postponement or adjournment thereof. The Record Date for this meeting is the close of business on April 5, 2021. Sincerely, /s/ Alan H. Fishman Alan H. Fishman Chairperson of the Board of Directors New York, NY April 22, 2021 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2021: The Notice of Internet Availability of Proxy Materials, Notice of Meeting and Proxy Statement are available free of charge at www.proxyvote.com TABLE OF CONTENTS GENERAL INFORMATION 1 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 8 Nominees for Election to the Board 8 Directors 9 Corporate Governance 10 Compensation of the Board 15 Executive Officers 15 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 17 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 19 EXECUTIVE COMPENSATION 22 Compensation Discussion and Analysis 22 Compensation Philosophy and Objectives 22 Setting Executive Compensation 22 Elements of Compensation 26 Compensation Committee Report 29 Summary Compensation Table 29 Grants of Plan-Based Awards for Fiscal Year 32 Outstanding Equity Awards at Fiscal Year End 34 Grants Made Pursuant to the 2014 Omnibus Incentive Plan 37 Options Exercised and Stock Vested in Fiscal Year 38 Pension Benefits 38 Nonqualified Deferred Compensation 38 Employment Agreements 38 Potential Payments upon Termination or Change in Control 40 Termination, Severance and Change of Control Arrangements 42 CEO Pay Ratio Disclosure 45 Director Compensation 45 AUDIT COMMITTEE REPORT 47 PROPOSALS 48 Overview of Proposals 48 Proposal 1 — Election of Directors 48 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm 48 Proposal 3 — Say on Pay 49 ANNEX 52 LADDER CAPITAL CORP 345 Park Avenue New York, New York 10154 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS June 1, 2021 GENERAL INFORMATION Why am I receiving these materials? Ladder Capital Corp (“Ladder” or the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the 2021 annual meeting of stockholders (the “Annual Meeting”) to be held virtually on June 1, 2021 at 11:00 a.m., Eastern Time, and at any postponement(s) or adjournment(s) thereof. The Annual Meeting will be conducted via a live webcast on the Internet at www.virtualshareholdermeeting.com/LADR2021. We are providing you this proxy statement (the “Proxy Statement”) and the enclosed proxy card or the Notice of Internet Availability of Proxy Materials (the “Notice”) because the Company’s Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting via the Internet to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy over the Internet, by phone or by mail, if you requested printed copies of the proxy materials. This proxy statement is first being made available on or about April 22, 2021, to all stockholders of record entitled to vote at the Annual Meeting. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending the Notice to its stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meeting and the cost to the Company associated with the physical printing and mailing of materials. What is included in these proxy materials? These proxy materials include: • The Notice of 2021 Annual Meeting of Stockholders; • This Proxy Statement for the 2021 Annual Meeting; and • The Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 26, 2021 (the “Annual Report”). If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting. 1 What matters will be voted on at the Annual Meeting? The Company is aware of the following matters to be voted on by stockholders of record at the Annual Meeting: 1. Election to the Board of the nominees named in this Proxy Statement (“Proposal 1”); and 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 (“Proposal 2”); and 3. Approval of a non-binding, advisory resolution to approve our executive compensation (“Say on Pay”) (“Proposal 3”). With respect to the election of directors, stockholders present in person or represented by proxy and entitled to vote may vote “For” the nominees for the Board or may “Withhold” authority to vote for the nominees identified in Proposal 1. Stockholders present in person or represented by proxy and entitled to vote may vote either “For” or “Against” or may choose to abstain from voting on Proposals 2 and 3. Will any other business be conducted at the meeting? Other than the proposals referred to in this Proxy Statement, the Company knows of no other matters to be submitted for a vote of the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment. What are the Board’s voting recommendations? The Board recommends that you vote your shares: • FOR the election of the nominees for director in Proposal 1; and • FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 in Proposal 2; • FOR the resolution approving, on a non-binding, advisory basis, our executive compensation as described in this proxy statement in Proposal 3. I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials? The Company has adopted an SEC-approved procedure called “householding.” Under this procedure, the Company may deliver a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same address unless the Company has received contrary instructions from one or more of those stockholders. This procedure reduces the environmental impact of the Company’s annual meetings and reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.