UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

FORM 10-K/AxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

Amendment No. 1

x¨ ANNUALTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission File Number: 001-35808

READY CAPITAL CORPORATION

zais financial corp.

(Exact name of registrant as specified in its charter)

(732) 978-7518

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Act. Yesx   No ¨ Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.Act. Yes¨Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx   No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx   No¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yesx   No ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  Yes ¨   No x

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ¨   No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)Act). Yes¨   Nox

As of June 30, 2015,2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $125,198,584,$1,801.2 million based on the closing sales price of the registrant’s common stock on such dateJune 30, 2023 as reported on the New York Stock Exchange.

On April 26, 2016,Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: The registrant had a total of 7,970,886has 168,871,689 shares of common stock, outstanding.par value $0.0001 per share, outstanding as of April 19, 2024.

EXPLANATORY NOTEExplanatory Note

ZAIS Financial Corp. (our "Company," "we," "us," "our" or "ZFC")Ready Capital Corporation, referred to in this report as “Ready Capital,” “the Company,” “we,” “us,” and “our,” is filing this annual reportAmendment No. 1 on Form 10-K/A (this "Form 10-K/A"“Amendment”) to amend our annual reportits Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2023, originally filed with the Securities and Exchange Commission (or the "SEC"(the “SEC”) on March 10, 2016 (orFebruary 28, 2024 (the “Original Report”), for the "Original Filing"). Thesole purpose of this Form 10-K/A is to includeincluding the information required by Part III, information.Items 10 through 14, of Form 10-K. This information was previously omitted from the Original FilingReport in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III information to be incorporated in athe Form 10-K by reference to afrom our definitive proxy statement if such statement is filed no later than 120 days after a registrant'sour fiscal year-end.year end. We are filing this Form 10-K/AAmendment to file ourprovide information required in Part III informationof Form 10-K for the fiscal year ended December 31, 2023, because we willthe Company does not intend to file a definitive proxy statement containing such information within 120 days afterof December 31, 2023.

In accordance with Rule 12b-15 under the endSecurities Exchange Act of the fiscal year. This Form 10-K/A hereby amends and restates the cover page and1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original Report are hereby amended and restated in their entirety.entirety, and Part IV, Item 15 of the Original Report is hereby amended and restated only with respect to the addition of the new certifications by our principal executive officer and principal financial officer filed herewith. Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Report. This Form 10-K/AAmendment does not amendreflect events occurring after the filing of the Original Report, does not modify or otherwise update in any other informationway the disclosures contained in the Original Filing(including the exhibits to the Original Filing, except for the updated Exhibits 31.3Report, and 31.4 and replacing Exhibit 10.1 of the Original Filing which inadvertently incorporateddoes not modify or update those disclosures that may be affected by reference our Company's Second Amended and Restated Investment Advisory Agreement, dated December 13, 2012, with Exhibit 10.1 filed herewith containing our Company's Third Amended and Restated Investment Advisory Agreement, dated August 11, 2014).subsequent events. Accordingly, this Form 10-K/AAmendment should be read in conjunction with ourthe Original FilingReport and with our filings with the SEC subsequent to the Original Filing. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.3 and 31.4.

TABLE OF CONTENTSReport.

Page

PARTPart III

Board of Directors

Our current board of directors is comprised of fivetwelve members. Our board of directors has determined that threeten of its membersdirectors are independent directors pursuant to the listing standards for independence of the New York Stock Exchange (or NYSE).NYSE. Our bylaws (or Bylaws)(“Bylaws”) provide that a majority of the entire board of directors may at any time increase or decrease the number of directors. However, unless our Bylaws are amended, the number of directors may never be less than the minimum number required by the Maryland General Corporation Law (or MGCL)(“MGCL”) nor more than 15.15, unless our Bylaws are amended. In accordance with our articles of amendment and restatementcharter and our Bylaws, directors are elected annually, and each director holds office until ourthe next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the director'sdirector’s earlier resignation, death or removal.

The Nominating and Corporate Governance Committee of our board of directors (the “Nominating and Corporate Governance Committee”) and the board of directors evaluates a number of criteria, qualifications and attributes when selecting a candidate to serve as a director. These include a candidate’s relevant experience, skill, diversity (including diversity in gender, race, ethnicity, and age, as well as fields of expertise, industry experience, and geographic location), integrity and independence. We seek to have a board of directors representing diverse backgrounds and varied work and life experiences that provide a range of insights into the financial, governance or legal matters that are relevant to our business and to our status as a publicly owned company. We believe that, as a group, the nominees bring a diverse range of perspectives that contribute to the effectiveness of our board of directors as a whole and the oversight that our board of directors provides to our management team.

There is no familial relationship among any of the members of our board of directors or executive officers.

Set forth below is information regarding each of our directors, including the experience, qualifications, attributes and skills that our board of directors believes makes each of them well qualified to serve as directors of the Company.

Thomas E. Capasse

Mr. Capasse, age 67, has served as the Chairman of our board of directors and our Chief Executive Officer since October 2016. Mr. Capasse also serves as our Chief Investment Officer and is a Manager and co-founder of Waterfall Asset Management, LLC (our “Manager”). Prior to founding Waterfall, Mr. Capasse managed the principal finance groups at Greenwich Capital from 1995 until 1997, Nomura Securities from 1997 until 2001, and Macquarie Securities from 2001 until 2004. Mr. Capasse has significant and long-standing experience in the securitization market as a founding member of Merrill Lynch’s ABS Group (1983–1994) with a focus on mortgage backed securities (“MBS”) transactions (including the initial Subprime Mortgage and Manufactured Housing ABS) and experience in many other ABS sectors. Mr. Capasse began his career as a fixed income analyst at Dean Witter and Bank of Boston. Mr. Capasse received a Bachelor of Arts degree in Economics from Bowdoin College in 1979.

Jack J. Ross

Mr. Ross, age 66, has served as our President and as a member of our board of directors since October 2016. Mr. Ross is a Manager and co-founder of our Manager. Mr. Ross also serves as Vice Chairman of the board of directors of Feinstein Institutes for Medical Research, a not-for-profit organization. Prior to founding our Manager in January 2005, Mr. Ross was the founder of Licent Capital, a specialty broker/ dealer for intellectual property securitization. From 1987 until 1999, Mr. Ross was employed by Merrill Lynch where he managed the real estate finance and ABS groups. Mr. Ross began his career at Drexel Burnham Lambert where he worked on several of the early ABS transactions and at Laventhol & Horwath where he served as a senior auditor. Mr. Ross received a Master of Business Administration degree in Finance with distinction from the University of Pennsylvania’s Wharton School of Business in 1984 and a Bachelor of Science degree in Accounting, cum laude, from the State University of New York at Buffalo in 1978.

Frank P. Filipps

Mr. Filipps, age 76, is one of our independent directors and has served as a member of our board of directors since October 2016. From November 2013 to October 2016 Mr. Filipps served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Mr. Filipps became a member of our board of directors. He has served since 1995 as a Director and Chairman of the Audit Committee of Impac Mortgage Holdings, Inc. (NYSE: IMH) and has served since February 2013 as a Director of Orchid Island Capital Corp (NYSE: ORC). From March 2002 to December 2014, Mr. Filipps was a Director of Primus Guaranty Limited (NYSE: PRS) and from 2010 to December 2014 he was a Director, member of the Audit Committee and Chairman of the Compensation Committee of Fortegra Financial (NYSE: FRF). From April 2005 to July 2008, Mr. Filipps was Chairman and Chief Executive Officer of Clayton Holdings, Inc. From 1995 to 2005, Mr. Filipps was Chairman, Chief Executive Officer and a Director of Radian Group Inc. Mr. Filipps began his career at Radian in 1992 as Senior Vice President and Chief Financial Officer. In 1994, he was promoted to Executive Vice President and Chief Operating Officer and in 1995 he was named President, Chief Executive Officer and Director. From 1975 to 1992, Mr. Filipps was at American International Group where he served in a number of executive, financial and investment management positions. Mr. Filipps holds a Master of Business Administration degree in corporate finance and international business from the Stern School of Business at New York University and a Bachelor of Arts degree in Economics from Rutgers University in 1969.

Daniel J. Hirsch

Mr. Hirsch, age 50, is one of our independent directors and has served on our board of directors since May 2023 following the completion of our merger transaction with Broadmark Realty Capital Inc. (“Broadmark”) and served on the board of directors of Broadmark from November 2019 until the merger transaction. Mr. Hirsch has served on the board of Nuburu, Inc. (NASDAQAMERICAN: BURU) since February 2023. Mr. Hirsch was the Chief Financial Officer and Corporate Secretary and a member of the board of directors of Anzu Special Acquisition Corp I (NASDAQ: ANZU) from October 2022 through September 2023 and has been a consultant to Executive in Residence with Anzu Partners LLC since August 2022. Mr. Hirsch has served on the board of The Macerich Company (NYSE: MAC), a real estate investment trust, since 2018 and is currently a member of the Compensation Committee and Chair of the Nominating and Governance Committee. Mr. Hirsch was a Principal of Cascade Acquisition Holdings, LLC, the sponsor of a special purpose acquisition company, Cascade Acquisition Corp. (NYSE: CAS), formed in November 2020, and served as its Chief Operating Officer and Chief Financial Officer through May 2022. Mr. Hirsch served as a consultant to Trinity Real Estate Investments, LLC (“Trinity”) from January 2019 through November 2019 in connection with Trinity’s sponsorship of a special purpose acquisition company, Trinity Merger Corp, which completed its initial business combination in November 2019 with Broadmark. Mr. Hirsch served as a consultant to Farallon Capital Management, L.L.C. (“Farallon”), an investment firm that manages capital on behalf of institutions and individuals, for which he served as a board designee with respect to Farallon’s investment in Playa Hotels & Resorts N.V. (NASDAQ: PLYA), from January 2017 to March 31, 2020. During his tenure as a Director at Playa Hotels & Resorts N.V., Mr. Hirsch served as the Chair of the Compensation Committee, and a member of the Nominating and Governance Committee and Capital Allocation Committee. Previously, from November 2003 to December 2016, Mr. Hirsch held several senior positions at Farallon, including Managing Member of the Real Estate Group from 2009 to December 2016, Managing Director from 2007 to 2008 and Legal Counsel from 2003 to 2006. Prior to joining Farallon, Mr. Hirsch worked as an associate in the San Francisco office of the law firm Covington & Burling LLP, from 2001 to 2003. Mr. Hirsch graduated from Yale Law School with a J.D. and earned a Bachelor of Arts degree, summa cum laude, in Law, Jurisprudence and Social Thought from Amherst College.

Kevin M. Luebbers

Mr. Luebbers, age 57, is one of our independent directors and has served on our board of directors since May 2023 following the completion of our merger transaction with Broadmark and served on the board of directors of Broadmark from November 2019 until the merger transaction. Mr. Luebbers served as the Interim President of Broadmark from November 2022 until the merger transaction. Mr. Luebbers served as a consultant to Trinity from October 2019 through November 2019. Mr. Luebbers served as a board member and Audit Committee Chairman of Ambassadors International, Inc., previously a publicly traded cruise, marina and travel and event company, from 2005 to 2008. Mr. Luebbers co-founded and has served as Managing Partner of VIC Partners, LLC, an investment partnership focused on acquiring and repositioning hotel properties, since 2004. Prior to that, he was Executive Vice President and Chief Financial Officer at RFS Hotel Investors, Inc., previously a publicly traded real estate investment trust from 2000 to 2003, where he was responsible for the company’s capital markets and treasury functions. Prior to that, Mr. Luebbers served as Senior Vice President of planning and investment analysis at Hilton Hotels Corporation from 1996 to 2000. Mr. Luebbers received a Bachelor of Science degree from Cornell University and a Master of Business Administration degree from the University of California at Berkeley.

Meredith Marshall

Mr. Marshall, age 58, is one of our independent directors and has served as a member of our board of directors since December 2022. Mr. Marshall is the co-founder and Managing Partner of BRP Companies (“BRP”), a vertically integrated owner, operator, developer and manager of transit-oriented, mixed-use, multifamily properties in the New York Tri-State area. Mr. Marshall is responsible for executing BRP’s investment strategy, including deal origination, acquisition, finance and development. Prior to co-founding BRP, Mr. Marshall was a Managing Director at Musa Capital Advisors (“Musa Capital”), an emerging markets private equity and financial advisory firm based in New York City that managed a separate account for Kingdom Holding Africa, HRH’s Prince Alwaleed Bin Talal’s investment vehicle for Sub-Saharan Africa. At Musa Capital, Mr. Marshall was instrumental in executing cross-border transactions, including the $37 million development of a mixed-use office complex and mall in Harare, Zimbabwe. Mr. Marshall also led successful investments in the telecommunications and financial services sectors. Prior to Musa Capital, Mr. Marshall was a senior associate at Wasserstein Perella & Co. (“Wasserstein”), an investment banking firm based in New York City. While at Wasserstein, Mr. Marshall was an integral member of the firm’s telecommunications and media, mergers and acquisitions practice, where he assisted in transactions exceeding $15 billion. Mr. Marshall is a founding member of the Council of Urban Professionals and a member of the Executive Board of the New York State Affordable Housing Association. Mr. Marshall also proudly serves on the Real Estate Board of New York Board of Governors, Enterprise NYC Advisory Board and Citizens Housing and Planning Council Board. Mr. Marshall holds a Bachelor of Science degree in Electrical Engineering from Boston University and a Master of Business Administration degree in Finance and International Business from Columbia Business School.

Pinkie D. Mayfield

Ms. Mayfield, age 55, is one of our independent directors and has served on our board of directors since May 2023 following the completion of our merger transaction with Broadmark and served on the board of directors of Broadmark from November 2019 until the merger transaction. Ms. Mayfield is the Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company (formerly The Washington Post Company) where she is a key member of the executive team responsible for investor relations, corporate affairs, public relations, communications, strategic initiatives and advising the chairman on matters of special interest. A seasoned finance executive rooted in investment management, Ms. Mayfield previously served as the Vice President of Corporate Solutions, responsible for leadership and management of the largest procurement contracts across the enterprise. Ms. Mayfield joined the Post in 1998 as the Corporate Cash Manager to launch the Company's first public debt offering, and subsequently crafted the short- and long-term debt infrastructure. She became the Assistant Treasurer in 1999, managing the cash and investment elements of Treasury. Prior to joining Graham Holdings, Ms. Mayfield was an Assistant Vice President and Trust Officer at NationsBank (now Bank of America) in the Investment Services Division where she was an advisor to corporations, unions, pension funds, foundations and endowments. She began her career at Prudential-Bache Securities. Ms. Mayfield is a board member of DXC Technologies (NYSE: DXC) and Chair of the Audit Committee at Founders Bank. She has also previously served as a Director of several private companies. Ms. Mayfield graduated magna cum laude with a Bachelor of Arts degree in business administration from Trinity Washington University and earned a Master of Business Administration degree from the University of Maryland University College.

Dominique Mielle

Ms. Mielle, age 55, is one of our independent directors and has served on our board of directors since March 2021, following the completion of our merger transaction with Anworth Mortgage Asset Corporation (“Anworth”). Ms. Mielle served on the board of directors of Anworth prior to the merger transaction. She was a Partner at Canyon Capital Advisors, LLC (“Canyon”) from August 1998 to December 2017, where she focused on the transportation, technology, retail and consumer products sectors, specialized in corporate and municipal bond securitizations, and was responsible for all aspects of Canyon’s collateralized loan obligations business. Prior to joining Canyon, in 1996, Ms. Mielle worked at Libra Investments, Inc. as an associate in the corporate finance department, covering middle market companies. Prior to Libra Investments, from 1993 to 1995, Ms. Mielle worked at Lehman Brothers as an analyst in the Financial Institutions group, focusing on mergers and acquisitions. Ms. Mielle holds a Master of Business Administration degree in Finance from Stanford University and a Master in Management degree from École des Hautes Études Commerciales in France (HEC Paris). She was named one of the “Top 50 Women in Hedge Funds” by Ernst & Young in 2017.

Gilbert E. Nathan

Mr. Nathan, age 44, is one of our independent directors and has served on our board of directors since March 2019, following the completion of our merger transaction with Owens Realty Mortgage, Inc. (“ORM”) and served on the board of directors of ORM from August 2018 through the completion of the merger transaction. He has served as the Managing Member and a Director of Jackson Square Advisors LLC, a financial advisory and services firm, since September 2015. He has served as a Director for Alto Ingredients, Inc (Nasdaq: ALTO) since November 2019 and Magnachip Semiconductor Corporation (NYSE: MX) since May 2023. Mr. Nathan is currently the Plan Administrator for Mission Coal Wind Down Co. LLC and the Chief Executive Officer of Cloud Peak Energy. From June 2018 to December 2021, Mr. Nathan served as a board member of Hercules Offshore Liquidating Trust for Hercules Offshore, Inc. He also served as the liquidating trustee of BPZ Liquidating Trust for BPZ Resources, Inc. from November 2015 to May 2017. From November 2015 to July 2017, he served as a Director of Emergent Capital, Inc. (NYSE: EMG), a specialty finance company. From July 2013 to August 2015, Mr. Nathan was a senior analyst with Candlewood Investment Group, an investment firm, and prior to that, he was a Principal with Restoration Capital Management from 2002 to 2012. Mr. Nathan earned a Bachelor of Science degree in Management from Tulane University.

Andrea Petro

Ms. Petro, age 71, is one of our independent directors and has served as a member of our board of directors since July 2020. From March 2020 through February 2023, Ms. Petro was engaged by our Manager as a consultant providing advice in the commercial finance and consumer finance sectors, as well as support for Ready Capital marketing initiatives and Small Business Administration (“SBA”) business development. She served as Managing Director and Group Head of the Specialty Commercial Finance Group of our Manager from June 2018 until February 2020. Ms. Petro previously worked at Wells Fargo Capital Finance from 2000 to 2017 as the Executive Vice President and Group Head of the Lender Finance Division and the Supply Chain Finance Division. From 1992 to 2000, Ms. Petro was at Transamerica Business Credit where she served as the Senior Vice President and National Marketing Manager. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs School of Business at The University of Texas. Previously she served as a member of the board of the Secured Finance Network (formerly known as the Commercial Finance Association (“CFA”)) from 2003 to 2022 and as President of the CFA from 2016 through 2017. She was also a member of the board of the Secured Finance Network Education Foundation from 2016 through 2020. Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of Texas and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University.

J. Mitchell Reese

Mr. Reese, age 64, is one of our independent directors and has served as a member of our board of directors since October 2016. From November 2013 to October 2016 Mr. Reese served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Mr. Reese became a member of our board of directors. He has been the Managing Member of Cintra Capital LLC since June 2001. Prior to founding Cintra, he was a Managing Director of The Carlyle Group, a private equity firm that manages over $220 billion, where he headed the firm’s U.S. venture capital fund. Mr. Reese has served as a Director of The Maids International, a privately held franchisor of cleaning services, since July 2021. Previously, Mr. Reese was a Managing Director of Morgan Keegan & Company, where he served on the board of directors and was head of the Mergers and Acquisitions Group, co-head of Investment Banking, and President of the firm’s Merchant Banking subsidiary. He served as a Director of Oxford Finance Corporation, a privately-held specialty finance company, from 2002 to 2004 and as a Director of Local Vine, LLC, a privately-held retailer, from March 2019 to August 2019. Mr. Reese graduated cum laude with a Bachelor of Arts degree from Harvard College and received a Master of Business Administration degree from Harvard Business School.

Todd M. Sinai

Dr. Sinai, age 54, is one of our independent directors and has served as a member of our board of directors since October 2016. From November 2013 to October 2016 Dr. Sinai served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Dr. Sinai became a member of our board of directors. He is the David B. Ford Professor, Professor of Real Estate and Business Economics and Public Policy at The University of Pennsylvania - The Wharton School, where he has been a member of the faculty since 1997 and the Chairperson of the Real Estate Department since 2019. Dr. Sinai has particular expertise in commercial real estate and real estate investment trusts, real estate and public economics, risk and pricing in real estate markets, taxation of real estate and capital gains. Dr. Sinai received a Ph.D. in Economics from the Massachusetts Institute of Technology and a Bachelor of Arts degree in Economics and Mathematics from Yale University.

Executive Officers

We are externally managed and advised by our Manager. We rely on our Manager to provide or obtain, on our behalf, the personnel and services necessary for us to conduct our business. Pursuant to the terms of our Management Agreement, our Manager and its affiliates provide us with our management team, including our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Investment Officer, and Chief Credit Officer, along with appropriate support personnel. All officers of the Company are employees of Waterfall or its affiliates.

The following sets forth certain information with respect to our executive officers:

For the biography of Mr. Capasse and Mr. Ross, please see “Board of Directors” above.

Andrew Ahlborn

Mr. Ahlborn, age 40, has served as our Chief Financial Officer since March 2019. Mr. Ahlborn joined our Manager in 2010 and served as Controller of Ready Capital from 2015 to 2019. Having focused on Ready Capital since its formation in 2011, Mr. Ahlborn has served a vital role in many significant corporate transactions since our inception. Prior to joining our Manager he worked in Ernst & Young, LLP’s Financial Services Office. Mr. Ahlborn received a Bachelor of Science degree in Accounting from Fordham University’s Gabelli School of Business and a Master of Business Administration degree from Columbia Business School. He is a licensed Certified Public Accountant in New York.

Gary T. Taylor

Mr. Taylor, age 64, has served as our Chief Operating Officer since April 2019. Prior to joining our Manager, Mr. Taylor served as President and Chief Operating Officer of Newtek Business Credit from May 2015 to March 2019. From 2013 to 2015, Mr. Taylor was Managing Director at Brevet Capital Management, and before that he was Chief Operating Officer of CIT Small Business Lending from 2007 to 2013. Earlier in his career, Mr. Taylor held numerous roles within the financial services industry including at Lehman Brothers, Moody’s Investor Service, AT&T Capital Corporation, Resolution Trust Corporation, First Chicago Bank & Trust, and Chase Manhattan Bank. Mr. Taylor received a Bachelor of Science degree, with Honors, in Business from Florida A&M University.

Adam Zausmer

Mr. Zausmer, age 46, has served as our Chief Credit Officer since July 2021. Prior to joining our Manager in 2013, Mr. Zausmer was a Senior Underwriter with JPMorgan Chase’s Commercial Term Lending business. Prior to JPMorgan Chase, he was a Vice President on the Credit Risk Management team at Credit Suisse. Mr. Zausmer began his career as a Management Associate within Citigroup’s Global Shared Services division and transitioned to the Residential Real Estate business as a Senior Credit Risk Analyst. Mr. Zausmer received a Bachelor of Science degree in Business Administration from the University at Buffalo and a Master of Science degree in Real Estate from New York University.

Composition, Meetings and Committees of the Board of Directors

Our board of directors is responsible for overseeing our affairs. Our board of directors may conduct its business through meetings and actions taken by written consent in lieu of meetings. Our board of directors has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our board of directors carries out its responsibilities (or the Guidelines)(the “Guidelines”) and the Guidelines encourage and promote the attendance by each director at all scheduled meetings of our board of directors and all meetings of our stockholders.

Our external advisor is ZAIS REIT Management, LLC (or our Advisor). ZAIS Group Parent, LLC (or ZGP) is the sole member of ZAIS Group, LLC (or ZAIS), which is the managing member of our Advisor. On March 17, 2015, HF2 Financial Management Inc., a special purpose acquisition company (or HF2 Financial), acquired a majority equity interest in ZGP. The current owners of ZGP did not receive any proceeds at the closing of the transaction and retained a significant equity stake in ZGP. Following the transaction, ZAIS’s current management team continued to lead the combined organization, and HF2 Financial was renamed ZAIS Group Holdings, Inc. (or ZGH). Mr. James Zinn served as an independent member of our board of directors and the chair of the Audit Committee of our board of directors (or the Audit Committee) since the completion of our initial public offering (or IPO) in February 2013. In connection with the completion of the HF2 transaction, Mr. Zinn resigned from our board of directors and from his roles as Chair of the Audit Committee and member of the Compensation Committee of our board of directors (or the Compensation Committee) and the Nominating and Corporate Governance Committee of our board of directors (or the Nominating and Corporate Governance Committee) and joined the board of directors of ZGH. Our board of directors voted to elect Mr. David Holman as a new independent director to replace Mr. Zinn on our board of directors and as Chair of the Audit Committee. Mr. Holman also serves on our Compensation Committee and Nominating and Corporate Governance Committee.

As described in greater detail in our current report on Form 8-K filed on April 7, 2016, we entered into a definitive merger agreement on April 6, 2016 (or the Merger Agreement) pursuant to which our company will combine with Sutherland Asset Management Corporation (or Sutherland), a privately held commercial mortgage REIT. In the transactions described in the Merger Agreement (or the Mergers), our stockholders will continue to be stockholders of the surviving corporation and will be eligible to receive cash of up to $64.3 million in a tender offer to be made by our company following stockholder approval of the transaction. Pursuant to the terms of the Merger Agreement, Sutherland stockholders will receive newly issued shares of our Common Stock, and holders of Sutherland operating partnership units will receive operating partnership units in ZAIS Financial Partners, L.P. (or our Operating Partnership), which will be the surviving operating partnership. Following the Mergers, the combined entity will be renamed Sutherland Asset Management Corporation, and its shares will continue to be listed on the NYSE under the symbol SLD. Sutherland will be externally managed, by Waterfall Asset Management, LLC (or Waterfall), Sutherland's current external manager. Upon the effective time of Mergers, expected in the third quarter of 2016, our board of directors will increase the number of directors to six members, which will consist of the current directors of Sutherland and may include one of our current directors, and the resignations of our other directors will become effective. For additional details related to the Mergers, including the closing conditions, see "Item 13. Certain Relationships and Related Party Transactions and Director Independence—Conflicts of Interest and Related Party Transactions—Sutherland Management Agreement."

Information Regarding the Directors

The following sets forth certain information regarding our current directors.

Christian Zugel

Mr. Zugel founded ZAIS in 1997 and currently serves as the Chairman of the Company’s board of directors and its Chief Investment Officer. Mr. Zugel also serves as Chairman of the board of directors of ZGH and as Chief Investment Officer of ZGH. Mr. Zugel also serves as a board member of Specialized Investment Management SICAV-SIF, an affiliate of ZAIS. Prior to founding ZAIS, Mr. Zugel was a senior executive with J.P. Morgan Securities Inc., where he led J.P. Morgan’s entry into many new trading initiatives. At J.P. Morgan, Mr. Zugel also served on the Asia Pacific management-wide and firm-wide market risk committees. Mr. Zugel received a Masters in Economics from the University of Mannheim, Germany. Mr. Zugel was selected to serve as Chairman of our board of directors because of his business acumen, strategic insights into the mortgage and fixed income markets and his other real estate investment experience.

Michael Szymanski

Mr. Szymanski currently serves as our Chief Executive Officer, President and Director. Mr. Szymanski also serves as the Chief Executive Officer, President and director of ZGH. Additionally, Mr. Szymanski currently serves as President of ZAIS and member of the ZAIS Management Advisory Committee, and as Chief Executive Officer of the Advisor and a member of the Advisor’s investment committee. Mr. Szymanski also serves as a board member of Specialized Investment Management SICAV-SIF, an affiliate of ZAIS. Prior to joining ZAIS, Mr. Szymanski was Chief Executive Officer of XE Capital Management, LLC, an investment management firm specializing in structured products, from 2003 to 2008. Prior to that, Mr. Szymanski was Chief Financial Officer of Zurich Capital Markets (or ZCM), a subsidiary of Zurich Financial Group, from 2000 to 2002. At ZCM, Mr. Szymanski managed global finance, accounting, tax, treasury, and risk management for a business specializing in structured products, including hedge fund linked derivatives and principal investments. Prior to that, Mr. Szymanski was a Vice President in the Bank and Insurance Strategies Group of Lehman Brothers from 1997 to 2000, providing capital markets structuring and advisory services to financial institutions and corporations. Prior to that, Mr. Szymanski spent nine years at Ernst & Young LLP advising financial services clients, leaving as a Senior Manager in the Capital Markets/M&A Advisory Group in New York. Mr. Szymanski served in E&Y’s National Office-Financial Services Industries Group, providing internal consultation services to resolve clients’ accounting and regulatory issues, specializing in financial instruments. Mr. Szymanski is a CPA and received a B.A. in Business Administration with a concentration in Accountancy from the University of Notre Dame and an Executive M.B.A. with a concentration in Finance from New York University’s Stern School of Business. We believe that Mr. Szymanski's industry experience will enhance the breadth of experience of our board of directors.

Daniel Mudge

Mr. Mudge is one of our independent directors. Mr. Mudge is currently a Special Adviser and independent consultant to Promontory Financial Group, LLC, a risk management and regulatory compliance consulting firm. From 2008 to 2011, Mr. Mudge served as a founding Partner and the Chief Executive Officer of docGenix L.P., a firm specializing in the conversion of legal documents into text and data. From June 2011 to November 2011, Mr. Mudge served as a Senior Adviser to Innodata docGenix LLC, the successor company to docGenix L.P. Prior to that, from 2005 to 2008, Mr. Mudge served as the Group Managing Director of the Operational Risk and Content Businesses of Algorithmics Inc., a risk advisory and software firm. From 2002 to 2005, Mr. Mudge served as a Group Managing Director of Fitch Risk Management, Inc. (or Fitch Risk), a risk advisory firm that was a predecessor to Algorithmics Inc. At Fitch Risk, Mr. Mudge led a number of acquisitions and integrations of business segments purchased by Fitch Risk and provided management services in the field of operational risk management software. Prior to that, from 1997 to 2002, Mr. Mudge was the Chief Executive Officer of OpVantage LLC and a founding partner of NetRisk Inc., both of which were predecessors to Fitch Risk. Mr. Mudge also served in various roles for Bankers Trust from 1973 to 1997, including Head of Global Risk Management and was responsible for Corporate Risk & Insurance and Corporate Risk Technology. Mr. Mudge received a B.S. in Economics from the University of Pennsylvania and an M.B.A. from Harvard Business School. Mr. Mudge was selected to serve on our board of directors due to his extensive experience in risk management.

Marran Ogilvie

Ms. Ogilvie is one of our independent directors. Ms. Ogilvie currently has served as an Advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration since 2008, as a Director of Seventy Seven Energy Inc., an oilfield services company, since 2014, as a Director of LSB Industries, Inc., a manufacturing company, since 2015, as a Director of Four Corners Property Trust, a real estate investment trust, since 2015 and as a Director of the Korea Fund, a non-diversified, closed-end investment company which invests in Korean companies. Ms. Ogilvie served as a Director of Southwest Bankcorp, Inc., a commercial bank with branches in Oklahoma, Texas and Kansas, from 2012 to April 2015. Prior to that, Ms. Ogilvie was a member of Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm's merger with Cowen Group, Inc., a diversified financial services firm, including as Chief Operating Officer from 2007 to 2009 and General Counsel from 1997 to 2007. Following the merger, Ms. Ogilvie became Chief of Staff at Cowen Group, Inc. until 2010. Ms. Ogilvie received a B.A. from the University of Oklahoma and a J.D. from St. John's University. Ms. Ogilvie was selected to serve on our board of directors due to her legal expertise and experience in investment management and the financial services industries.

David Holman

Mr. Holman is one of our independent directors. Mr. Holman was formerly a 27-year partner with the public accounting firm Ernst & Young LLP, in a career spanning over 40 years with the firm. His most recent position with Ernst & Young was in the National Office in New York City where he served for eight years as the Americas Director of Accounting Standards. Previously, he served as the firm's Director of Accounting & Auditing for the Insurance and Financial Services Industries from 1995 through 2001. During his tenure with Ernst & Young, he also served on the American Institute of Certified Public Accountants (or AICPA) Financial Services Expert Panel, the AICPA Insurance Companies Committee, and several special task forces of these committees. Mr. Holman holds a Bachelor of Science degree from Northern Illinois University. Mr. Holman was selected to serve on our board of directors due to his accounting expertise and industry experience.

Committees of the Board of Directors

Our board of directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found on our website at www.zaisfinancial.com. www.readycapital.com.

The following sets forth certain information with respect to our committees:

The independent directors who currently serve on each committee, and a description of the principal responsibilities of each committee, follows:

Audit Committee. Messrs. HolmanFilipps (Chair), Nathan and Mudge and Ms. OgilvieReese are the current members of the Audit Committee. Our board of directors has determined that all of the members of the Audit Committee are independent as required by the NYSE listing standards SEC rules governing the qualifications offor Audit Committee members, the Guidelines, and the independence standards adopted by our board of directors, as permitted by the Guidelines (or(the “Independence Standards”), and meet the Independence Standards)requirements of the SEC rules governing the qualifications of Audit Committee members and the written charter of the Audit Committee. Our board of directors has also determined, based uponon its qualitative assessment of their relevant levels of knowledge and business experience, (see "Information Regarding the Directors"“Board of Directors” above for a description of Messrs. Holman'sFilipps’, Nathan’s and Mudge's, and Ms. Ogilvie'sReese’s respective backgrounds and experience), that Messrs. HolmanFilipps, Nathan and Mudge and Ms. OgilvieReese each is "financially literate"are “financially literate” as required by the NYSE listing standards. In addition, our board of directors has determined that Mr. Holman qualifiesMessrs. Filipps, Nathan and Reese each qualify as an "Audit“Audit Committee financial expert"expert” for purposes of, and as defined by, the SEC rules and has the requisite accounting or related financial management expertise required by NYSE listing standards. The Audit Committee, among other things, acts on behalf of our board of directors to discharge our board of directors'directors’ responsibilities relating to our corporate accounting and reporting practices, the quality and integrity of the our consolidated financial statements, our compliance with applicable legal and regulatory requirements, the performance, qualifications and independence of our external auditors, the staffing, performance, budget, responsibilities and qualifications of our internal audit function and reviewing its policies with respect to risk assessment and risk management. The Audit Committee is also responsible for reviewing with management and external auditors our interim and audited annual financial statements, as well as approving the filing of our interim and annual financial statements, meeting with officers responsible for certifying our annual report on Form 10-K or any quarterly report on Form 10-Q prior to any such certification and reviewing with such officers disclosures related to any significant deficiencies in the design or operation of internal controls. The Audit Committee is charged with periodically discussing with our external auditors such auditors'auditors’ judgments about the quality, not just the acceptability, of our accounting principles as applied in our consolidated financial statements. The specific responsibilities of the Audit Committee are set forth in its written charter.

Compensation Committee.Ms. Ogilvie Messrs. Sinai (Chair) and Messrs. MudgeFilipps and HolmanMs. Mielle are the current members of the Compensation Committee. Our board of directors has determined that all of the members of the Compensation Committee are independent as required by NYSE listing standards for Compensation Committee members, the Guidelines, the Independence Standards, and the written charter of the Compensation Committee. The Compensation Committee is responsible for, among other things, evaluating the performance of our Advisor,Manager, reviewing the compensation and fees payable to our AdvisorManager under the investment advisory agreementAmended and Restated Management Agreement between us, Sutherland Partners, L.P. (the “Operating Partnership”) and our AdvisorManager dated as of August 11, 2014,May 9, 2016, as amended from timeby the First Amendment to time (or the Investment Advisory Agreement)Amended and Restated Management Agreement dated as of December 6, 2020 (the “Management Agreement”), preparing Compensation Committee reports, overseeing the activities of the individuals and committees responsible for administering our 20122013 equity incentive plan (or(the “Prior Plan”) and our 2023 equity incentive plan (the “2023 Plan” and together with the 2012 Plan)Prior Plan, the “Equity Incentive Plans”) and determining the level of equity based compensation, in consultation with our executive officers, payable to the personnel of our AdvisorManager pursuant to such plan.plans. Because the Investment AdvisoryManagement Agreement provides that our AdvisorManager is responsible for managing our affairs, our officers, who are employees of our Advisor,Manager, do not receive cash compensation from us for serving as our officers.officers, except that we pay the allocable share of the compensation of our Chief Financial Officer, Chief Operating Officer and Chief Credit Officer based on the percentage of their time spent managing our affairs. To the extent that we become responsible for paying the compensation or any other employee benefits of theour Chief Executive Officer, the Compensation Committee will review and approve corporate goals and objectives relevant to the compensation of theour Chief Executive Officer, evaluate the performance of theour Chief Executive Officer in light of those goals and objectives, and determine theour Chief Executive Officer'sOfficer’s compensation level based on this evaluation. The Compensation Committee consults with our AdvisorManager when recommending to our board of directors the level of awards under the 2012 PlanEquity Incentive Plans to be payable to the personnel of our AdvisorManager and our Advisor'sManager’s affiliates. As of the date of this 10-K/A, no awards have been granted pursuant to the 2012 Plan.

Under the Investment AdvisoryManagement Agreement, we will reimburse our AdvisorManager for operating expenses related to us incurred by our Advisor,Manager, including legal, accounting due diligence and other services. In addition, we may be required to pay our pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery, and other office, internal and overhead expenses of our AdvisorManager and its affiliates required for our operations.  To date, our Advisor has not sought reimbursement for the services and expenses described in the preceding two sentences or for our Advisor’s personnel who have provided services to us. We are also required to pay directly, or reimburse our Advisor for, products and services, including hardware and software, research and market data provided by third parties, other than those operating expenses required to be borne by our Advisor under the Investment Advisory Agreement (or the Expense Reimbursements). The Compensation Committee is responsible for reviewing the information provided by our AdvisorManager to support the determination of our share of such costs. The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. The specific responsibilities of the Compensation Committee are set forth in its written charter. As described in greater detail in this Form 10-K/A, we have entered into a termination agreement

During 2023, the Compensation Committee engaged both Ferguson Partners Consulting, L.P. (“FPC”) and Farient Advisors, L.L.C. (“Farient”) to serve as its compensation consultants. FPC primarily assisted with respect to our Investment Advisory Agreement which would take effect upon the closingestablishment of the Mergers. Additionally, we have entered into2023 Plan with the goal of creating a new management agreement pursuantfair, reasonable, and balanced compensation program that closely aligns the interest of our board of directors and executive officers with those of our stockholders. Farient was engaged in late 2023 to which Waterfall would servereview and evaluate our officer and director compensation levels and program for 2024, including conducting a competitive market review and peer group benchmarking analysis, and making officer and director compensation recommendations thereon. FPC and Farient received instructions from, and reported to, the Compensation Committee on an independent basis. The Compensation Committee evaluated whether any services proposed to be performed during 2023 by FPC and Farient raised any conflict of interest and determined that it did not. Farient’s consulting services to the Compensation Committee regarding officer and director compensation are discussed further below. See “Executive Compensation—Compensation Discussion and Analysis.” Other than as described herein, FPC and Farient did not provide other services to us or any of our external manager effective upon the closing of the Mergers. For additional details, see "Item 13. Certain Relationships and Related Party Transactions and Director Independence—Conflicts of Interest and Related Party Transactions—Sutherland Management Agreement."affiliates during 2023.

Nominating and Corporate Governance Committee.Messrs. MudgeReese (Chair), Sinai and HolmanNathan and Ms. OgilvieMielle are the current members of the Nominating and Corporate Governance Committee. Our board of directors has determined that all of the members of the Nominating and Corporate Governance Committee are independent as required by NYSE listing standards, the Guidelines, the Independence Standards and the written charter of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other things, reviewing periodically and making recommendations to our board of directors on the range of qualifications that should be represented on our board of directors and eligibility criteria for individual board membership, as well as seeking, considering and recommending to our board of directors qualified candidates for election as directors, and approving and recommending to the full board of directors the appointment of each of our officers.directors. The Nominating and Corporate Governance Committee reviews and makes recommendations on matters involving the general operation of our board of directors and our corporate governance and annually recommends to our board of directors nominees for each committee of our board of directors.directors, as needed. In addition, the committee annually facilitates the assessment of our board of directors'directors’ performance as a whole and that of the individual directors and reports thereon to our board of directors. The specific responsibilities of the Nominating and Corporate Governance Committee are set forth in its written charter.

Role of the Board and Risk OversightCORPORATE GOVERNANCE

Pursuant to our charter and Bylaws and the MGCL, our business and affairs are managed under the direction of our board of directors. Our board of directors has the responsibility for establishing broad corporate policies and for our overall performance and direction, but is not involved in our day-to-day operations. Members of our board of directors keep informed of our business by participating in meetings of our board of directors and its committees, by reviewing analyses, reports and other materials provided to them and through discussions with our Advisor and our executive officers.

In connection with their oversight of risk to our business, our board of directors and the Audit Committee consider feedback from our Advisor concerning the risks related to our business, operations and strategies. The Audit Committee discusses and reviews policies with respect to our risk assessment and risk management, including guidelines and policies to govern the process by which risk assessment and risk management is undertaken, the adequacy of our insurance coverage, our interest rate risk management, our counter-party and credit risks, our capital availability and refinancing risks. Our Advisor regularly reports to our board of directors on our leverage policies, our asset acquisition process, any asset impairments and our qualification as a real estate investment trust (or REIT) and whether we remain excluded from registration as an investment company under the Investment Company Act of 1940, as amended. Members of our board of directors routinely meet with our Advisor and our executive officers, as appropriate, in connection with their consideration of matters submitted for the approval of our board of directors and the risks associated with such matters.Policy On Insider Trading

We maintain separate roleshave adopted an Insider Trading Policy to promote compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material non-public information about a company from: (i) trading in securities of that company; or (ii) providing material non-public information about the Company or about other companies doing business with the Company to persons who may trade on the basis of that information. Our insider trading policy includes pre-clearance requirements and procedures for our Chief Executive Officerofficers and Chairperson of our board of directors.

Our board of directors believes that its composition protects stockholder interests and provides sufficient independent oversight of our Advisor. A majority of our current directors are "independent" under NYSE standards, as more fully described elsewhere in this 10-K/A. The independent directors intendprior to meet separately from the personnel of our Advisor on at leasteffecting a quarterly basis and are very active in the oversight of the Company. The independent directors oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of our Advisor and the selection and evaluation of directors.

Each independent director has the ability to add items to the agenda of board of directors meetings or raise subjects for discussion that are not on the agenda for that meeting.transaction. In addition, our board of directorsinsider trading policy contains our robust anti-hedging and each board of directors committee have complete and open access to our Advisor and its officers, employees and other personnel who support our Advisor in providing services to us under the Investment Advisory Agreement.

Our board of directors believes that its majority independent composition, and the roles that our independent directors perform provide effective corporate governance at the board of directors level and independent oversight of both our board of directors and our Advisor. The current governance structure, when combined with the functioning of the independent director component of our board of directors and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our outstanding shares of Common Stock (or 10% Holders) to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Directors, executive officers and 10% Holders are required by the SEC's regulations to furnish us with copies of all Section 16(a) forms and amendments thereto filed during any given year.

Based on the review of copies of the Section 16(a) reports and amendments thereto furnished to us and/or written representations from our directors, executive officers and 10% Holders that no other reports were required to be filed, we believe that for the period from January 1, 2015 through December 31, 2015 our directors, executive officers and 10% Holders complied with all Section 16(a) filing requirements applicable to them.pledging policy.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Conduct and Ethics (or the Code(the “Code of Conduct and Ethics)Ethics”). Our Code of Conduct and Ethics applies to our officers, directors, employees, and independent contractors and to our Advisor and our Advisor'sManager’s officers, and employees and to ZAIS and ZAIS's officersdirectors, and employees. Among other matters, our Code of Conduct and Ethics is designed to deter wrongdoing and to promote:

Any waiver of the Code of Conduct and Ethics for our executive officers or directors may be made only by our board of directors or one of its committees and will be promptly disclosed on our website at www.readycapital.com if and to the extent required by law or stock exchange regulations.

The Code of Conduct and Ethics is available for viewing on our website at www.zaisfinancial.com. We will also provide the Code of Conduct and Ethics, free of charge, to stockholders who request it. Requests should be directed to Marilyn Meek, Financial Relations Board, an MWW Company, at 304 Park Avenue South, 8th Floor, New York, New York 10010.www.readycapital.com.

Corporate Governance Guidelines

Our board of directors has adopted the Guidelines. Among the areas addressed by the Guidelines are the composition of our board of directors, its functions and responsibilities, its standing committees, director qualification standards, access to management and independent advisors, director compensation, management succession, director orientation and continuing education and the annual performance evaluation and review of our board of directors and committees. The Guidelines are available for viewing on our website at www.zaisfinancial.com. We will also provide the Guidelines, free of charge, to stockholders who request them. Requests should be directed to Marilyn Meek, Financial Relations Board, an MWW Company at 304 Park Avenue South, 8th Floor, New York, New York 10010.

Director Independence

The Guidelines provide that a majority of the directors serving on our board of directors must be independent as required by NYSE listing standards. In addition, as permitted under the Guidelines, our board of directors has included within our Independence Standards the NYSE's independence standards to assist it in making determinations with respect to the independence of directors. The Independence Standards are available for viewing on our website at www.zaisfinancial.com. Based upon its review of all relevant facts and circumstances, our board of directors has affirmatively determined that three of our five current directors—David Holman, Marran Ogilvie and Daniel Mudge—qualify as independent directors under the NYSE listing standards and the Independence Standards.

Review and Approval of Transactions with Related Persons

We do not have a policy that expressly prohibits our directors, officers, security holders and affiliates from engaging for their own account in business activities of the types conducted by us. However, our Code of Conduct and Ethics contains a conflicts of interest policy that prohibits our directors, officers and employees from engaging in any transaction that involves an actual conflict of interest with us as determined by a majority of our directors. Additionally, our Investment Guidelines and Conflicts of Interest Policies provide that we will not purchase any assets from, or issued by, certain other funds and managed accounts for which ZAIS serves as the investment adviser or any entity managed by our Advisor or our Advisor's affiliates, or sell any asset to any such entity without the consent of a majority of our board of directors, including a majority of our independent directors. See "Certain Relationships and Related Transactions and Director Independence—Conflicts of Interest and Related Party Transactions."

Identification of Director Candidates

The Nominating and Corporate Governance Committee is responsible, pursuant to the Guidelines and its charter, for identifying director candidates for our board of directors and for recommending director candidates to our board of directors for consideration as nominees to stand for election at our annual meetings of stockholders. Director candidates are recommended for nomination for election as directors in accordance with the procedures set forth in the charter of the Nominating and Corporate Governance Committee.

We seek highly qualified director candidates from diverse business, professional and educational backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional ethics, integrity and values. The Nominating and Corporate Governance Committee periodically reviews the appropriate skills and characteristics required of our directors in the context of the current composition of our board of directors, operating requirements and the long-term interests of our stockholders. In accordance with the Guidelines, directors should possess the highest personal and professional ethics, integrity and values, exercise good business judgment and be committed to representing our long-term interests and those of our stockholders and have an inquisitive and objective perspective, practical wisdom and mature judgment. The Nominating and Corporate Governance Committee reviews director candidates with the objective of assembling a slate of directors that can best fulfill and promote our goals, regardless of gender, age or race, and recommends director candidates based upon contributions they can make to our board of directors and management, and their ability to represent our long-term interests and those of our stockholders.

Upon determining the need for additional or replacement board members, the Nominating and Corporate Governance Committee identifies director candidates and assesses such director candidates based upon information it receives in connection with the recommendation or otherwise possesses, which assessment may be supplemented by additional inquiries. In conducting this assessment, the Nominating and Corporate Governance Committee considers knowledge, experience, skills, diversity and such other factors as it deems appropriate in light of our current needs and those of our board of directors. The Nominating and Corporate Governance Committee may seek input on such director candidates from other directors, including the Chairman of our board of directors, and other personnel of our Advisor and recommends director candidates to our board of directors for nomination. The Nominating and Corporate Governance Committee does not solicit director nominations, but it will consider recommendations by stockholders with respect to elections to be held at an annual meeting, so long as such recommendations are sent on a timely basis in accordance with the advanced notice procedures set forth in our Bylaws and in accordance with applicable law. The Nominating and Corporate Governance Committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. The Nominating and Corporate Governance Committee may, in its sole discretion, engage one or more search firms or other consultants, experts or professionals to assist in, among other things, identifying director candidates or gathering information regarding the background and experience of director candidates. If the Nominating and Corporate Governance Committee engages any such third party, the Nominating and Corporate Governance Committee will have sole authority to approve any fees or terms of retention relating to these services.

Personal Loans to Executive Officers

We comply with, and operate in a manner consistent with, applicable law prohibiting extensions of credit in the form of personal loans to or for the benefit of our directors and executive officers.

Director Attendance at Annual Meetings of Stockholders

As set forth in the Guidelines, our policy is to encourage and promote the attendance by each director at all scheduled meetings of our board of directors and all meetings of our stockholders.

Communications with the Board of Directors

Stockholders or other interested parties may communicate in writing with our directors, a committee of our board of directors, our independent directors as a group or our board of directors generally. Any such communications may be sent to our board of directors by U.S. mail or overnight delivery and should be directed to ZAIS Financial Corp., Two Bridge Avenue, Suite 322, Red Bank, New Jersey 07701-1106, who will forward them to the intended recipient(s). Any such communications may be made anonymously. Unsolicited advertisements, invitations to conferences or promotional materials, are not required, however, to be forwarded to the directors.

Executive Sessions of Independent Directors

The independent directors serving on our board of directors intend to meet in executive sessions at the conclusion of each regularly scheduled meeting of our board of directors or audit committee, and additionally as needed, without the presence of any directors or other persons who are part of our management. These executive sessions of our board of directors will be presided over by the Chairman of the Audit Committee.

Information Regarding Our Executive OfficersBoard Compensation

Michael Szymanski servesWe pay compensation for service as onea director only to those directors who are independent under the NYSE listing standards. During the year ended December 31, 2023, each independent director received an annual cash director's fee of our directors$95,000 and an annual equity award of $115,000 in value of restricted Common Stock, prorated for time served as our Chief Executive Officeran independent director. In addition, the chair of the Audit Committee received an annual cash retainer of $25,000 and President. Effective June 1, 2015, Paul McDade resigned as our Chief Financial OfficerAudit Committee members serving in a non-chairman role received an additional cash retainer of $12,500. The chair of the Compensation Committee received an additional cash retainer of $20,000 and was replaced by Donna Blank. Additionally, consistent withCompensation Committee members serving in a non-chairman role received an additional cash retainer of $10,000. The chair of the changes to our strategy describedNominating and Corporate Governance Committee received an additional cash retainer of $15,000 and Nominating and Corporate Governance Committee members serving in the Original Filing, on March 9, 2016, Brian Hargrave resigned as our Chief Investment Officer and was succeeded by Christian Zugel, the current Chairmana non-chairman role received an additional cash retainer of $7,500. We reimbursed all members of our board of directors for their travel expenses incurred in connection with their attendance at full meetings of our board of directors and its committees.

Our independent directors are also generally eligible to receive restricted stock units (“RSUs”), restricted Common Stock, and other equity-based equity awards under the Equity Incentive Plans.

2023 Director Compensation

The following table summarizes the 2023 annual compensation received by our independent directors.

To align the interests of our independent directors and stockholders, we have adopted stock ownership guidelines for our independent directors, as well as certain executive officers, that require these individuals to achieve significant ownership of equity in the Company. See “Executive Compensation—Stock Ownership Guidelines.”

Compensation Discussion and Analysis

OverviewThis compensation discussion and analysis describes our compensation objectives and policies, including in relation to compensation received for the year ended December 31, 2023, by our named executive officers (our “Named Executive Officers”), Thomas E. Capasse, our Chief Executive Officer and Chief Investment Officer, Jack J. Ross, our President, Andrew Ahlborn, our Chief Financial Officer, Gary Taylor, our Chief Operating Officer, and Adam Zausmer, our Chief Credit Officer.

We do not have any employees other than those employed by our subsidiary, GMFS, LLC (or GMFS). Overview

We are managed by our AdvisorManager pursuant to the Investment Advisory Agreement. Under the Investment AdvisoryManagement Agreement whereby we pay our AdvisorManager a management fee and incentive distribution and reimburse our Manager for (i) the advisory fees described in "Certainallocable share of the compensation of our Chief Financial Officer, Chief Operating Officer, and Chief Credit Officer and (ii) the allocable share of the compensation of other personnel hired by our Manager who are dedicated primarily to us, based on the percentage of time spent managing our affairs. For details regarding payments under the Management Agreement, see “Certain Relationships and Related Transactions and Director Independence—Investment AdvisoryIndependence —Management Agreement." On August 11, 2014, we amended the Investment Advisory Agreement to provide that we shall pay our Advisor a loan sourcing fee quarterly in arrears in lieu of any payments or reimbursements that would otherwise be due to our Advisor or its affiliates pursuant to Investment Advisory Agreement for loan sourcing services provided. The loan sourcing fee is equal to 0.50% of the principal balance of newly originated residential mortgage loans sourced by our Advisor or its affiliates through its conduit program and acquired by our subsidiaries. As described in greater detail in this Form 10-K/A, we have entered into a termination agreement with respect to our Investment Advisory Agreement which would take effect upon the closing of the Mergers. Additionally, we have entered into a new management agreement pursuant to which Waterfall would serve as our external manager effective upon the closing of the Mergers. For additional details, see "Item 13. Certain Relationships and Related Party Transactions and Director Independence—Conflicts of Interest and Related Party Transactions—Sutherland Management Agreement." We do not have agreements with any of our executive officers or any”

Our Named Executive Officers are employees of our Advisor with respect to their cash compensation. For purposes of this Form 10-K/A, our named executive officers were Messrs. Szymanski, McDade and Hargrave, Ms. Blank and Ms. Motani, and (with the exception of Mr. McDade) they are currently employees of our AdvisorManager or one of our Advisor'sits affiliates and do not receive cash compensation from us for serving as our executive officers. We willdo not pay or reimburse our AdvisorManager for operating expenses related to us incurredany portion of the cash compensation that is paid by our Advisor, including legal, accounting, due diligenceManager and other services. its affiliates to Mr. Capasse, our Chief Executive Officer and Chief Investment Officer, or Mr. Ross, our President.

We will not reimburseare responsible for reimbursing our Advisor or our Advisor's affiliatesManager for the salariescompensation paid to our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer, who are exclusively dedicated to our affairs. Our Compensation Committee has also, from time to time, paid special cash bonuses and/or granted long-term equity-based awards to certain of our Named Executive Officers pursuant to the Equity Incentive Plans. These awards are designed to support our objectives of aligning the interests of our Named Executive Officers with those of our stockholders, promoting our long-term performance and value creation, and retaining these individuals who are critical to our growth and long-term success. A discussion of our and our Manager’s compensation strategy and the compensation we reimbursed to our Manager for our Name Executive Officers in respect of the performance year ended December 31, 2023 is set forth below.

We were pleased that approximately 95% of the votes cast by our stockholders at our 2023 annual meeting of stockholders supported our say-on-pay advisory vote on executive compensation. The Compensation Committee continuously examines and assesses our executive compensation practices relative to our compensation philosophy and objectives, as well as competitive market practices. As part of the Compensation Committee’s evaluation of our compensation strategy, the Compensation Committee determined that it would be appropriate to recommend that our Manager take a more formulaic approach with respect to the compensation of those executive officers whose compensation we reimburse under the Management Agreement, including our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer. The Company engaged Farient as an independent compensation consultant to assist in developing objective performance standards for the annual cash incentive bonus plan for 2023 and long-term equity grants for the performance year 2023, which were granted to these officers in February 2024. Farient met with the Manager and our Compensation Committee on several occasions to discuss guiding principles, competitive market trends, peer group pay practices and other compensation considerations.

Annual Cash Incentive Program

Consistent with the Compensation Committee’s focus on incentive compensation that aligns executive compensation with our overall performance, the Compensation Committee recommended and our board of directors and our Manager approved the framework for the annual cash incentive bonus plan for 2023, which provides for a formulaic approach to aligning executive compensation with objective performance criteria, both for the individual executive officers and for the Company as a whole.

Under the annual cash incentive bonus plan for 2023, our Chief Financial Officer, Chief Operating Officer and Chief Credit Officer have the opportunity to earn threshold, target or maximum incentive cash bonus amounts based on the levels of achievement of the criteria described above. Whether any of the threshold, target or maximum bonus levels are attained will be determined by the Compensation Committee based on achievement of the criteria described above, including the discretionary component, and the weighting of each criterion.

Long-term Equity Awards

The Compensation Committee believes that equity-based incentives are an effective means of motivating and rewarding long-term Company performance and value creation. In addition, equity-based incentives appropriately align the interests of management with those of our Advisor's personnel. stockholders. Our equity compensation program incorporates performance-based equity awards that are tied to the Company’s achievement of pre-defined performance metrics. The Compensation Committee determined that long-term equity awards in respect of the applicable performance year will include performance-based equity awards, in addition to time-based awards, which require the achievement of market-based performance measures, including return on equity capital and total stockholder return (TSR) relative to an executive compensation peer group (as set forth below), measured over a cumulative three-year period. In addition, the long-term equity awards incorporate levels of opportunity which determine the amount of awards that will actually be earned by the executive officer. Our long-term equity compensation program includes the following features:

Long-term Equity Awards Peer Group.

The executive compensation peer group (the “peer group”) used to evaluate and determine total compensation for Messrs. Ahlborn, Taylor and Zausmer is set forth below. Each component company is an internally managed company with an emphasis on mortgage financing and fits within the size parameters approved by the Compensation Committee (market capitalization and total enterprise value of 0.3x to 5.2x of the Company’s market capitalization and total enterprise value).

The peer group for 2023 was the same peer group as for 2022, except for the addition of AGNC Investment Corp. and Rithm Capital, which were added because they were a match to the Company’s peer group profile, and the removal of iStar Inc., which was removed due to a shift in investment focus.

Merger-Related Compensation

During 2023, the Compensation Committee approved the payment of cash bonuses to Messrs. Ahlborn, Taylor and Zausmer in recognition of their extraordinary efforts in connection with our merger with Broadmark in the following amounts (referred to in this Amendment as the “Merger-Related Cash Bonuses”): Mr. Ahlborn, $550,000, Mr. Taylor, $150,000; and Mr. Zausmer, $550,000.

The Compensation Committee also determined that equity awards granted in 2023 would include performance-based equity awards which require the achievement of performance-based measures related to our merger transaction with Broadmark (referred to in this Amendment as the “Merger-Related RSUs”), including (i) cost savings in 2024 as a percentage of the pre-merger expense run rate, (ii) the volume of originations from the time of the merger through the end of 2024, (iii) incremental liquidity from asset level financing, portfolio run-off, sales or corporate re-levering through the end of 2024, and (iv) distributable return on equity for 2024. The performance-based equity awards incorporate three levels of opportunity –threshold, target and maximum – which determine the amount of the performance-based equity awards that will be earned, if any, in 2025.

Executive Compensation for the 2023 Performance Year

Our Named Executive Officers are employees of our Manager and are compensated by our Manager and its affiliates under compensation arrangements made with and determined by our Manager and its affiliates. Our Manager consults with the Compensation Committee and our board of directors regarding the philosophy, process and structure of compensation of these Named Executive Officers, and the Compensation Committee reviews the allocable share of the compensation of our Manager’s personnel, including our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer, that we reimburse to our Manager under the Management Agreement. Consistent with our compensation strategy, our Manager’s compensation philosophy is to seek to align the interests of its professionals with those of its investors and investors in the vehicles that it manages, including us.

Annual Cash Incentive Program

Consistent with the Compensation Committee’s focus on incentive compensation that aligns executive compensation with our overall performance, the Compensation Committee recommended and our board of directors and our Manager approved the framework for the annual cash incentive bonus plan for 2023, which provides for a formulaic approach to aligning executive compensation with objective performance criteria, both for the individual executive officers and for the Company as a whole. The annual cash incentive bonus plan for 2023 includes the following performance criteria for evaluation of the Company’s performance and the performance of Messrs. Ahlborn, Taylor and Zausmer, whose salaries we reimburse to our Manager under the Management Agreement:

2023 Annual Cash Bonus Metrics and Weightings

2023 Annual Cash Bonus Performance Targets

*Dollars in thousands

2023 Annual Cash Bonus Opportunities and Payout

Under the annual cash incentive bonus plan for 2023, each of Messrs. Ahlborn, Taylor and Zausmer had the opportunity to earn threshold (100% of base salary), target (200% of base salary) or maximum (333% of base salary) incentive cash bonus amounts based on the levels of achievement of the criteria described above. Whether any of the threshold, target or maximum bonus levels were attained was determined by the Compensation Committee based on achievement of the criteria described above, including the discretionary component, and the weighting of each criterion. Actual bonuses paid for 2023 are described below.

Actual Cash Compensation for 2023

During the year ended December 31, 2023, pursuant to the terms of the Management Agreement, we reimbursed our Manager for the cash compensation of Messrs. Ahlborn, Taylor and Zausmer were exclusively dedicated to our affairs. See above for a description of the Merger-Related Cash Bonuses that we paid directly to Messrs. Ahlborn, Taylor and Zausmer.

We do not determinepay or reimburse our Manager for any portion of the cash compensation that is paid by our Manager and its affiliates to Mr. Capasse, our Chief Executive Officer, or Mr. Ross, our President. While these individuals devote such portion of their time to our affairs as is necessary to enable our Company to effectively operate our business, they also provide management and other services to other entities that are managed or advised by our Manager and its affiliates. Messrs. Capasse and Ross, as non-reimbursed Named Executive Officers, receive compensation directly from our Manager and its affiliates in the form of salaries. The compensation paid by our Manager to Messrs. Capasse and Ross is derived in part from the management fee and incentive distribution we pay to the Manager and in part from various other revenue streams generated by our Manager and its affiliates in its ordinary course of operations as an asset manager. Messrs. Capasse and Ross are also equity holders in our Manager and its affiliates and, accordingly, have an interest in the profits and losses of our Manager and its affiliates from these entities' past, present and future investments and businesses. The profits and losses of our Manager and its affiliates vary each year and any allocations of such profits to the equity holders of our Manager and its affiliates, including Messrs. Capasse and Ross are independent of the services they may provide to our Manager in supporting our business.

The Management Agreement does not require that any specified amount or percentage of the management fee or incentive distribution we pay to our Manager be allocated to our non-reimbursed Named Executive Officers. However, to put into context the compensation payablepaid by our Manager to these Named Executive Officers in relation to the management fee and incentive distribution, our Manager estimates that the total compensation of Messrs. Capasse and Ross that was reasonably associated with their support of our Manager on behalf of our Company represented approximately 9% of the management fee paid and incentive distribution paid by us to our officers byManager in 2023. Of this amount, our Advisor or our Advisor's affiliates. Our Advisor or our Advisor's affiliates, in their discretion, determine the levels ofManager estimates that, approximately 33% was fixed (i.e., annual base salary and cash incentive compensation earned by our executive officers. Our Advisor or our Advisor's affiliates also determine whether and to what extent our executive officers will be provided with pension, deferred compensation and other employee benefit plans and programs.salary).

Equity Compensation

The Compensation Committee has granted and may, from time to time, grant equity-based awards designed to align the interests of our AdvisorManager and the personnel of our AdvisorManager and our Advisor'sManager’s affiliates who support our AdvisorManager in providing services to us under the Investment AdvisoryManagement Agreement with those of our stockholders, by allowing our AdvisorManager and personnel of our AdvisorManager and our Advisor'sManager’s affiliates to share in the creation of value for our stockholders through stock appreciation and dividends. These equity-based awards, when granted, will be generally subject to time-based vesting requirements designed to promote retention and to achieve strong performance for us. These awards further provide flexibility to us to enable our AdvisorManager to attract, motivate and retain talented individuals. We have adopted the 2012 Plan,Equity Incentive Plans, which provides for the issuance of equity-based awards, including stock options, restricted shares of Common Stock, phantom shares, dividend equivalent rights, restricted limited partner profit interests (or (“LTIP units)units”) and other restricted limited partnership units issued by Ready Capital Corporation (or our Operating PartnershipPartnership) and other equity-based awards.

Our board of directors has delegated its administrative responsibilities under the 2012 PlanEquity Incentive Plans to the Compensation Committee. In its capacity as plan administrator, the Compensation Committee has the authority to make awards to our Advisor,Manager, our directors and officers and the employees and other personnel of our AdvisorManager and our Advisor'sManager’s affiliates who support our AdvisorManager in providing services to us under the Investment AdvisoryManagement Agreement, and to determine what form the awards will take and the terms and conditions of the awards.

Historically, we have not granted any awards under the Equity Incentive Plans to our Chief Executive Officer and Chief Investment Officer or our President as part of our compensation program. Rather, under the terms of the Management Agreement, we pay 50% of the incentive distribution to our Manager in shares of our Common Stock and such officers, as equity holders of our Manager, have an interest in the shares of Common Stock that we pay to our Manager in respect of the incentive distribution. As part of our equity compensation program, we have made certain grants of awards to other personnel of our Manager who provide services to us, including Messrs. Ahlborn, Taylor and Zausmer, as described below under “Equity Grants.”

The Compensation Committee has not adopted a formalwill, on an ongoing basis, continue to examine and assess our executive compensation practices relative to our compensation philosophy and objectives, as well as competitive market practices, and will make or recommend to our board of directors modifications to the compensation programs, as deemed appropriate. The Company engaged Farient as its independent compensation consultant to assist in evaluating our equity incentivecompensation program in respect of the performance year ended December 31, 2023, as well as our overall compensation program for 2016.2024. Farient’s services to us have been limited to compensation related services. Farient provided an analysis of guiding principles, competitive market trends, peer group pay practices, compensation strategy and other compensation considerations.

Equity Grants

Equity Grants For the 2022 Performance Year (Granted in 2023)

In February 2023, the Compensation Committee approved the grant of 480,586 shares of restricted Common Stock and RSUs (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the Prior Plan to certain of our employees and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including Messrs. Ahlborn, Taylor and Zausmer. In February 2023, our board of directors approved recommendations by the Compensation Committee with respect to the long-term equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of performance for the year ended December 31, 2022, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the long-term equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2023 Performance Year.” Based upon these considerations, the Compensation Committee approved long-term equity awards as follows in respect of performance for the year ended December 31, 2022, subject to the forward-looking vesting criteria described below:

Key Terms of the Year-End 2022 Performance-Based Equity Awards (Granted in 2023)

With respect to the long-term equity awards granted to Messrs. Ahlborn, Taylor, and Zausmer in respect of performance for the year ended December 31, 2022 (which were granted in 2023), 50% of such awards are time-based shares of restricted Common Stock that vest ratably in equal annual installments over three-year period based solely on continued employment or service. Dividends are paid on all time-based awards, vested and non-vested.

The remaining 50% of such awards are performance-based RSUs. These performance-based equity awards remain at risk and are subject to forfeiture subject to the achievement of annualized Distributable ROE metrics (50% weighting) and relative TSR (50% weighting) relative to the performance of the peer group designated by the Compensation Committee (disclosed above under “Long-term Equity Awards Peer Group”), in each case for the performance period commencing January 1, 2023, and ending December 31, 2025. Dividends payable in connection with performance-based equity awards will only be paid to the extent that the performance-based vesting conditions are satisfied and such awards are earned and vested.

Equity Grants For the 2023 Performance Year (Granted in 2024)

In February 2024, the Compensation Committee approved the grant of 744,712 shares of restricted Common Stock and RSUs (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the 2023 Plan to certain of our employees and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including Messrs. Ahlborn, Taylor and Zausmer. In February 2024, our board of directors approved recommendations by the Compensation Committee with respect to the long-term equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of performance for the year ended December 31, 2023, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the long-term equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2023 Performance Year.” Based upon these considerations, the Compensation Committee approved long-term equity awards as follows in respect of performance for the year ended December 31, 2023, subject to the forward-looking vesting criteria described below:

AsKey Terms of the date hereof, no awards have been made pursuantYear-End 2023 Performance-Based Equity Awards (Granted in 2024)

With respect to the 2012 Plan.long-term equity awards granted to Messrs. Ahlborn, Taylor, and Zausmer in respect of performance for the year ended December 31, 2023 (which were granted in 2024), 50% of such awards are time-based shares of restricted Common Stock that vest ratably in equal annual installments over three-year period based solely on continued employment or service. Dividends are paid on all time-based awards, vested and non-vested.

For additional information aboutThe remaining 50% of such awards are performance-based RSUs. These performance-based equity awards remain at risk and are subject to forfeiture subject to pre-established metrics. Dividends payable in connection with performance-based equity awards will only be paid to the 2012 Plan, see "—2012 Equity Incentive Planextent that the performance-based vesting conditions are satisfied and Other Matters."such awards are earned and vested.

Compensation of Executive OfficersMerger-Related RSUs (Granted in 2023)

We do not have agreementsIn June 2023, the Compensation Committee approved the grant of 248,268 shares of restricted Common Stock and RSUs (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the Prior Plan to certain of our employees and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including RSUs to Messrs. Ahlborn, Taylor and Zausmer. In June 2023, our board of directors approved recommendations by the Compensation Committee with anyrespect to the M&A equity awards to Messrs. Ahlborn, Zausmer and Taylor, in respect of the acquisition of Broadmark, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In determining the equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee focused on the measures and factors described above under “Executive Compensation for the 2023 Performance Year.” Based upon these considerations, the Compensation Committee approved equity awards as follows subject to the forward-looking vesting criteria described under “Merger-Related Compensation”:

Achievement and Settlement of 2020 Performance Awards (Granted in 2021)

The Compensation Committee previously granted to Messrs. Ahlborn, Taylor and Zausmer performance-based RSUs that were eligible to vest based on achievement of our absolute TSR and TSR relative to the performance of the peer group designated by the Compensation Committee for the performance period commencing January 1, 2021, and ending December 31, 2023 (the “2021 Performance RSUs”). On January 9, 2024, the Compensation Committee reviewed and approved the payout of the 2021 Performance RSUs, as follows:

Impact of Performance on Compensation

The following summarizes the realized pay for Messrs. Ahlborn, Taylor and Zausmer for 2023, which shows (i) base salary paid during 2023; (ii) the Merger Related Cash Bonus; (iii) annual cash bonus earned for 2023; and (iv) the pre-tax value of restricted shares vested during 2023, valued at the time of such vesting. No RSUs vested during 2023.

Stock Ownership Guidelines

The Nominating and Corporate Governance Committee believes that stock ownership by our independent directors and certain of our executive officers or any employeesis important to further align the interests of these individuals with those of our Advisorstockholders and expects these individuals to acquire significant ownership of equity in the Company (“Company Equity”). Our board of directors previously adopted minimum equity ownership guidelines for our independent directors requiring each independent director to maintain a minimum number of shares of Common Stock having a market value equal to or greater than a multiple of five times such independent director’s annual cash retainer (excluding any portion of the retainer fee representing additional compensation for being a committee chairman). These mandatory ownership guidelines are intended to create a clear standard that encourages independent directors to remain invested in the performance of our Advisor's affiliates with respectstock price.

After considering feedback received from certain stockholders regarding the application of stock ownership guidelines to their cash compensation. For purposes of this Form 10-K/A, our named executive officers, were, Messrs. Szymanski, McDadeour Nominating and Hargrave, Ms. BlankCorporate Governance Committee determined that it was appropriate to adopt minimum stock ownership guidelines for certain of our Named Executive Officers, such as our Chief Financial Officer, Chief Operating Officer, and Ms. Motani for the 2015 fiscal year, and theyChief Credit Officer, who are employees of our Advisor or oneManager and are exclusively dedicated to our affairs, as well as certain other employees of our Advisor'sManager who provide services to us. Accordingly, we have adopted minimum equity ownership guidelines requiring our Chief Financial Officer, Chief Operating Officer, and Chief Credit Officer to maintain a minimum number of shares of Common Stock having a market value equal to or greater than a multiple of three times such Named Executive Officer’s base salary, and which also require certain other employees of our Manager that provide services to us to maintain a minimum number of shares of Common Stock having a market value equal to or greater than a multiple of two times such person’s base salary.

For purposes of the ownership guidelines, stock ownership includes any class of our equity securities, whether held directly or indirectly. Unvested shares of restricted Common Stock and unvested RSUs are not included for purposes of achievement of the stock ownership guidelines. Effective January 2023, each individual subject to the guidelines has five years from the date he or she becomes subject to the ownership guidelines to satisfy his or her respective requirements and come into compliance with the guidelines.

The Nominating and Corporate Governance Committee reviewed the holdings of our independent directors and Named Executive Officers and other persons subject to these guidelines as of December 31, 2023 and determined that such persons were in compliance with these mandatory ownership guidelines either due to ownership of the requisite number of shares or because the individual was within the time period permitted to attain the required level of ownership.

Compensation Committee Report

The Compensation Committee evaluates and establishes equity award compensation for our Manager and our directors and officers, employees and other personnel of our Manager and its affiliates who support our Manager in providing services to us under the Management Agreement and doadministers the Company’s equity incentive plans. The Compensation Committee consults with our Manager when determining the level of grants under the equity incentive plans to be payable to our Manager, our executive officers and other personnel of our Manager and its affiliates who support our Manager in providing services to us under the Management Agreement. While our management has the primary responsibility for our financial reporting process, including the disclosure of executive compensation, the Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Amendment. The Compensation Committee believes that the Compensation Discussion and Analysis fairly represents the philosophy, intent and actions of the Compensation Committee with regard to executive compensation. The Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Amendment for filing with the SEC.

Todd Sinai, Chairperson

Frank P. Filipps

Dominique Mielle

The foregoing Compensation Committee Report shall not receive cashbe deemed under the Securities Act or the Exchange Act to be (i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.

Summary Compensation Table

The following table below sets forth the compensation fromof our Named Executive Officers (Messrs. Ahlborn, Zausmer and Taylor) reimbursed to our Manager by us or, in the case of the Merger-Related Cash Bonuses, paid by us, for serving as our executive officers.

Wethe fiscal years ended December 31, 2023, 2022 and 2021. Other than with respect to Messrs. Ahlborn, Taylor, and Zausmer we did not pay or make any reimbursement for any compensation paid to our named executive officers duringNamed Executive Officers for the 2015 fiscal year.year ended December 31, 2023.

2023 Grants of Plan-Based Awards

The following table summarizes certain information regarding all plan-based awards granted during the 2023 fiscal year to our Named Executive Officers. All stock awards were granted under the Prior Plan.