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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 5, 2015.June 23, 2022. The Proxy Statement and our 20142021 Annual Report to Stockholders are available at: on our website at http://www.viewproxy.com/zaisfinancial/2015.www.readycapital.com.

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of your shares and then submit the legal proxy, along with your name and email address, to AST to receive an 11-digit control number that may be used to access the Annual Meeting site provided above. Any control number that was previously provided with your proxy materials, likely a 16-digit number, will not provide access to the Annual Meeting site. Requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by AST no later than 5 p.m., Eastern Time, on June 16, 2022. All such requests should be submitted (1) by email to proxy@astfinancial.com, (2) by facsimile to (718) 765-8730, or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. Once you have obtained your 11-digit control number from AST, please follow the steps set forth above for “Record Holders” to attend the Annual Meeting.

Record holders and beneficial owners should call AST at 1 (800) 937-5449 with any questions about attending the Annual Meeting. If you encounter any technical difficulty accessing the Annual Meeting, please visit https://go.lumiglobal.com/faq for assistance. If you are attending the Annual Meeting as a stockholder of record or beneficial owner who has registered for the Annual Meeting, questions can be submitted through the Meeting Page. If you are attending the Annual Meeting as a stockholder of record or beneficial owner who has registered for the meeting, you can vote during the Annual Meeting by clicking the link “Proxy Voting Site” on the Meeting Page and following the prompts.

Shares of Common Stock represented by properly submitted proxies received by us at or prior to the Annual Meeting will be voted according to the instructions specified on such proxies. Any stockholder of record submitting a proxy retains the power to revoke such proxy at any time prior to its exercise at the Annual Meeting by (i) delivering at or prior to the Annual Meeting a written notice of revocation to Steven Haber,Andrew Ahlborn, our Secretary, at ZAIS Financial Corp., Two BridgeReady Capital Corporation, 1251 Avenue Suite 322, Red Bank,of the Americas, 50th Floor, New Jersey 07701-1106,York, New York 10020, (ii) submitting a later dated proxy or (iii) voting in person atonline during the Annual Meeting. Attending the Annual Meeting virtually will not automatically revoke a stockholder'sstockholder’s previously submitted proxy unless such stockholder votes in person atduring the Annual Meeting. If a proxy is properly authorized without specifying any voting instructions and not revoked prior to the Annual Meeting, the shares of Common Stock represented by such proxy will be voted FOR the election of each of the nominees named in this Proxy Statement as directors to serve on our board of directors until our 20162023 annual meeting of stockholders and until their successors are duly elected and qualify, andFOR the ratification of the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as our independent registered public accounting firm for the 20152022 fiscal year.year, and FOR the resolution to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. If you hold your shares in street name and do not give your broker or nominee specific voting instructions on the election of directors or the resolution to approve, on an advisory basis, the compensation of our named executive officers, your shares will not be voted on those items, and a broker non-vote will occur, with such broker non-vote having no effect on the voting results for such items. As to any other business which may properly come before the Annual Meeting or any postponements or adjournments thereof, the persons named as proxy holders on your proxy card will vote the shares of Common Stock represented by properly submitted proxies in their discretion.

This Proxy Statement, the Notice of Annual Meeting of Stockholders and the related proxy card are first being sent and made available or sent to stockholders on or about March 31, 2015.April 29, 2022.

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Information Regarding the Nominees for Re-ElectionElection as Directors

The following information is furnished as of March 31, 2015 regarding the nominees for re-election as directors.

Christian ZugelThomas E. Capasse

Mr. Zugel currentlyCapasse serves as the Chairman of our board of directors and Chief Executive Officer. Mr. Capasse 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.

Mr. Capasse is well qualified to serve as a director due to his institutional knowledge with respect to our Company and his significant experience in the securitization market and as a co-founder of our Manager.

Jack J. Ross

Mr. Ross serves as our President and as a member of our board of directors. Mr. Zugel currentlyRoss is a co-founder of our Manager. Mr. Ross also serves as the Chairman of ZAIS Group Holdings, Managing Member and Chief Investment Officer (CIO) of ZAIS and is also Chairmanvice chairman of the investment committeeboard of our Advisor. Mr. Zugel is Chairmandirectors of the ZAIS Management Advisory Committee.Feinstein Institutes for Medical Research, a not-for-profit organization.  Prior to founding ZAISour Manager in 1997,January 2005, Mr. ZugelRoss 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 executive with J.P. Morgan Securities Inc., where he led J.P. Morgan's entry into many new trading initiatives. At J.P. Morgan,auditor. Mr. Zugel also served on the Asia Pacific management-wide and firm-wide market risk committees. Mr. ZugelRoss received a Masters of Business Administration degree in EconomicsFinance with distinction from the University of Mannheim, Germany. 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.

Mr. Zugel was selectedRoss is well qualified to serve as Chairmana director due to his significant experience in the securitization market and as a co-founder of our Manager.

Julius W. Erving

Mr. Erving is one of our independent directors and has served as a member of our board of directors becausesince March 2022. Internationally recognized as Dr. J, Mr. Erving currently serves as founder and managing member of Erving Global Opportunity LLC, which manages the merchandising, media, and philanthropic involvement of the Julius “Dr. J” Erving brand. Mr. Erving’s business affiliations have generated close to $2.5 billion in revenue and brand value for his partners and clients. Mr. Erving has served on various boards of directors, including LCI International, Converse, Darden Group, Thomas Jefferson University Hospital, Meridian Bank, Philadelphia Parks and Recreation Commission, Saks Fifth Avenue, The Sports Authority, The University of Massachusetts, Widener University and Williams Communications. Mr. Erving holds a Bachelor of Arts degree in business acumen, strategic insights intomanagement and an honorary doctorate from the mortgageUniversity of Massachusetts, as well as honorary degrees from Temple University and fixed income marketsPhiladelphia University.

We believe that Mr. Erving is well qualified to serve as a director due to his extensive experience as a business executive, sports leader, and his other real estate investment experience.entrepreneur.

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We believe that Mr. Nathan is well qualified to serve as a director due to his industry technical expertise and knowledge of financial markets.

Andrea Petro

Ms. Petro has served as a member of our board of directors since 2021. She has served as a consultant to our Manager providing advice in the commercial finance and consumer finance sectors, as well as support for Ready Capital marketing initiatives and SBA business development since March 2020. 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 and as a member of the board of directors of the Secured Finance Network (formerly known as the Commercial Finance Association (“CFA”)). She also served as President of the CFA from 2016 to 2017 and currently serves as a member of the board of directors of the Secured Finance Network Education Foundation. Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of PennsylvaniaTexas and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University.

We believe that Ms. Petro is well qualified to serve as a director due to her extensive experience in commercial finance sectors.

J. Mitchell Reese

Mr. Reese 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 and currently serves as a Director of The Maids International, a privately held franchisor of cleaning services. 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. He graduated cum laude with a Bachelor of Arts from Harvard College in 1982 and received an M.B.A. from Harvard Business School.School in 1986.

We believe that Mr. Mudge was selectedReese is well qualified to serve on our board of directorsas a director due to his extensive experience in risk management.the financial services industry, business leadership and knowledge of financial markets.

Marran OgilvieTodd M. Sinai

Ms. OgilvieDr. Sinai is one of our independent directors. Ms. Ogilvie currently serves as an Advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration,directors and has served as a Director and Chairman of the Governance Committee of Southwest Bankcorp, Inc., a commercial bank with branches in Oklahoma, Texas and Kansas, and as a Director of the Korea Fund, a non-diversified, closed-end investment company which invests in Korean companies. Prior to that, Ms. Ogilvie was a founding 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 duesince October 2016. From November 2013 to her legal expertiseOctober 2016 Mr. Sinai served as a member of the board of directors of Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Mr. Sinai became a member of our board of directors. He is the David B. Ford Professor, Professor of Real Estate and experience in investment managementBusiness 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 financial services industries.

David Holman

Mr. Holman is oneChairperson of our independent directors. Mr. Holman was formerlythe 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 27-year partner withPh.D. in Economics from 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 AmericanMassachusetts Institute of Certified Public Accountants (or AICPA) Financial Services Expert Panel, the AICPA Insurance Companies Committee,Technology in 1997 and several special task forces of these committees. Mr. Holman holds a Bachelor of ScienceArts degree in Economics and Mathematics from Northern Illinois University. Mr. Holman was selectedYale University in 1992.

We believe that Dr. Sinai is well qualified to serve on our board of directorsas a director due to his accountingindustry technical expertise and auditing experience in theknowledge of financial services industry.markets.

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The independent directors who if re-elected, willcurrently serve on each committee, following the Annual Meeting and a description of the principal responsibilities of each committee, follows:

Audit CommitteeCommittee. . 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 "Election“Election of Directors—Information Regarding the Nominees for Re-ElectionElection as Directors"Directors” 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 Securities and Exchange Commission (or SEC)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 CommitteeCommittee..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 May 9, 2016, as amended by the First Amendment to the Amended and Restated Management Agreement dated as of December 13, 2012, as amended from time to time (or the Investment Advisory Agreement)6, 2020 (the “Management Agreement”), preparing Compensation Committee reports, overseeing the activities of the individuals and committees responsible for administering our 2012 equity incentive plan (or the (the “2012 Plan)Plan”) 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. 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 Plan to be payable to the personnel of our AdvisorManager and our Advisor'sManager’s affiliates. As of the date of this Proxy Statement, no awards have been granted pursuant to the 2012 Plan.

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Personal Loans to Executive Officers and Directors

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

We have scheduled a board meeting in conjunction with our annual meeting of stockholders and, 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 our 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 our Secretary at ZAIS Financial Corp., Two BridgeReady Capital Corporation, 1251 Avenue Suite 322, Red Bank,of the Americas, 50th Floor, New Jersey 07701-1106,York, New York 10020, who will forward them to the intended recipient(s). Any such communications may be made anonymously. Unsolicited advertisements, invitations to conferences or promotional materials, in the discretion of our Secretary, 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, and additionally as needed, without the presence of any directors or other persons who are part of our management.directors. These executive sessions of our board of directors will be presided over by the Chairman of the Audit Committee.

Corporate Governance Review

In overseeing our corporate policies and our overall performance and direction, our board of directors operates in what it believes are the long-term best interests of our Company and our stockholders. In operating under these principles, our board of directors regularly reviews our corporate governance structure and considers whether any changes are necessary or desirable. As part of this review, our board of directors has nominated two female directors and one male director who self-identifies as an underrepresented minority to stand for election at the Annual Meeting and adopted a number of corporate governance guidelines to better align the interests of our directors and certain executive officers with those of our stockholders, including minimum equity ownership guidelines for our directors and certain executive officers.

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Delinquent Section 16(a) Reports

The members of the Board, the executive officers of the Company and persons who hold more than 10% of our common stock (collectively, the “Reporting Persons”) are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them to file reports with respect to their ownership of the Company’s securities on Form 3 and transactions in the Company’s securities on Forms 4 or 5. Based solely on its review of the copies of such forms received by it and written representations from the Company’s executive officers and directors, the Company believes that, for the fiscal year ended December 31, 2021, the Section 16(a) filing requirements were complied with by all the Reporting Persons during and with respect to such year, with the exception of the following: Messrs. Filipps, Nathan, Reese and Sinai each filed a late Form 4 on March 1, 2021 to report the grants of restricted Common Stock under the 2012 Plan made on February 12, 2021.

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COMPENSATION OF INDEPENDENT DIRECTORS

We pay compensation for service as a director only to those directors who are independent under the NYSE listing standards. During the year ended December 31, 2021, each independent director received an annual cash director's fee of $70,000 and an annual equity award of $100,000 in value of restricted Common Stock, prorated for time served as a director. In addition, the chair of the Audit Committee received an annual cash retainer of $20,000 and Audit Committee members serving in a non-chairman role received an additional cash retainer of $10,000. The chair of the Compensation Committee received an additional cash retainer of $15,000 and Compensation Committee members serving in a non-chairman role received an additional cash retainer of $7,500.  The Nominating and Corporate Governance Committee received an additional cash retainer of $10,500 and Nominating and Corporate Governance Committee members serving in a non-chairman role received an additional cash retainer of $5,000.  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, options and other equity-based equity awards under the 2012 Plan.

2021 Director Compensation

The following table summarizes the annual compensation received by our independent directors for 2021.

(1) Annual board fees and annual chair fees paid to independent directors in 2021.

(2) The aggregate grant date fair value of awards granted in 2021. The shares of restricted Common Stock vest in equal quarterly installments over a one year period. Dividends are to be paid on unvested shares of restricted Common Stock at the same rate and at the same time as dividends on the Company’s Common Stock. (3) Ms. Mielle joined our board of directors in March 2021 following the completion of our merger transaction with Anworth.

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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 “Corporate Governance–Minimum Equity Ownership Guidelines.”

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Our People

We have approximately 600 employees across offices located in Texas, Florida, Louisiana, New Jersey, New York and various branch locations primarily located throughout the southeastern United States. We strive to both attract and retain exceptionally skilled employees through a culture designed to foster and encourage performance, integrity and inclusion.

Employment Practices

We believe that our people are the foundation of our success, and we are committed to ensuring that they are engaged, both professionally and socially. We encourage the professional development of our employees through regular in-person trainings and online learning resources. For example, we provide our employees with unlimited access to hundreds of courses on topics ranging from SBA lending, commercial real estate lending, Excel, PowerPoint, management and leadership. We also provide quarterly in-person trainings in multiple locations that focus on reinforcing a culture of collaboration and teamwork as well as developing our four core values of Responsive, Creative, Dependable and Personal. In our recruitment efforts, we strive to have a diverse group of candidates to consider for roles. Our Manager and we invest heavily in developing and supporting our employees throughout their careers. We are also committed to giving back to our communities. We host an annual Volunteer Day in which employees participate in one common volunteer activity nationwide. Employees also participate in quarterly volunteer committee meetings, during which employees discuss and put into action their ideas on how we can participate in local events to support the community, such as toy drives, food drives, providing school supplies and more.

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We offer a comprehensive benefits program including, among other things:

In response to COVID, we implemented several measures to ensure the health, safety and well-being of our employees. These measures included implementing specific safety protocols to those entering our offices by upgrading Heating Ventilation and Air Conditioning systems and enhancing sanitation practices. Additionally, we provided employees with assistance, virtual counseling and other mental health resources throughout the pandemic.  These internal efforts were further supplemented by ensuring employees had full access to penalty free 401k hardship withdrawals and FFCRA paid leave.

Governance

For a detailed description of our governance policies and procedures, please see the discussion elsewhere in this “Corporate Governance” section.

Stockholder Outreach and Engagement

We believe that fostering long-term relationships with our stockholders and maintaining their trust is a key Company objective, and we recognize the value of listening to and understanding their views about our business. We conduct stockholder outreach throughout the year, dialoguing and meeting with key institutional stockholders, in an effort to proactively address issues that are important to them. Our management provides regular updates to our board of directors regarding these discussions and stockholder feedback. Our board of directors takes our stockholders’ and other stakeholders’ perspectives into consideration when overseeing our Company’s strategy, formulating governance and ESG practices and evaluating executive compensation practices. For example, in response to feedback received from our stockholder engagement activities, in the past two years we have further strengthened our corporate governance by appointing two female directors and one minority director, each of whom is nominated to stand for election at the Annual Meeting, and adopting certain best practices, such as minimum equity ownership guidelines for independent directors as well as certain employees of our Manager who serve as our executive officers, a policy prohibiting hedging transactions by our Named Executive Officers, directors, employees and other persons, and we have developed a compensation framework that will introduce objective Company and individual performance metrics for the annual cash incentive bonus compensation of those executives whose compensation we reimburse under the Management Agreement, including our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer.  See “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Strategy for 2022.”  At our 2020 annual meeting, we also provided our stockholders with the opportunity to indicate whether we should hold an advisory vote on our Named Executive Officers’ compensation everyone, two or three years.  Based on the preference expressed by our stockholders, as well as other factors, our board of directors decided to conduct an advisory vote on executive compensation annually.

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INFORMATION REGARDING OUR EXECUTIVE OFFICERS

We are externally managed and advised by our Advisor, a subsidiary of ZAIS.Manager, Waterfall Asset Management, LLC. We rely on our Advisor and ZAISManager to provide or obtain, on our behalf, the personnel and services necessary for us to conduct our business because we have no employees of our own other than those employed in connection with our GMFS, LLC (or GMFS) origination platform.business. Pursuant to the terms of our Investment AdvisoryManagement Agreement, our AdvisorManager 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 AccountingCredit Officer, along with appropriate support personnel. All of ourthe officers and non-independent directorsof the company are also employees of ZAIS andWaterfall or its affiliates.

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

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For the biography of Mr. Szymanski,Capasse and Mr. Ross, please see "Election“Election of Directors—Information Regarding the Nominees for Re-ElectionElection as Directors."”

Paul McDadeAndrew Ahlborn

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Mr. McDade currently servesAhlborn has served as our Chief Financial Officer since March 2019. Mr. Ahlborn joined our Manager in 2010 and Treasurer.served as Controller of Ready Capital from 2015 to 2019. Having focused on Ready Capital since its formation in 2011, Mr. McDade currently serves as Chief Financial Officer of ZAIS Group Holdings and ZAIS and is alsoAhlborn has served a member of the ZAIS Management Advisory Committee. Mr. McDade also serves as Chief Financial Officer ofvital role in many significant corporate transactions since our Advisor.inception. Prior to joining ZAISour Manager he worked in 2010,Ernst & Young, LLP's Financial Services Office. Mr. McDade was the Chief Financial Officer and Chief Operating Officer for XE Capital Management, LLC, an investment management firm specializing in structured products, from 2004 to 2008. During his career, Mr. McDade has held various financial roles at Zurich Capital Markets, J.P. Morgan Chase & Co., Reliance Group Holdings, Inc., and PricewaterhouseCoopers LLP. Mr. McDade is a CPA andAhlborn received a B.S.Bachelor of Science degree in Accounting from the UniversityFordham University's Gabelli School of Scranton.Business and a Masters of Business Administration through Columbia Business School. He is a licensed Certified Public Accountant in New York.

Brian Hargrave​

Thomas Buttacavoli

Mr. Hargrave currentlyButtacavoli serves as our Chief Investment Officer. Mr. Hargrave currently serves as SeniorOfficer and Portfolio Manager of ZAISour small balance commercial (“SBC”) loan portfolio and is responsiblea Manager, a Managing Director and co-founder of Waterfall. Prior to co-founding Waterfall in 2005, Mr. Buttacavoli was a Structured Finance Analyst specializing in intellectual property securitization at Licent Capital. Prior to joining Licent Capital, he was a Strategic Planning Analyst at BNY Capital Markets. Mr. Buttacavoli started his career as a Financial Analyst within Merrill Lynch’s Partnership Finance Group. Mr. Buttacavoli received a Bachelor of Arts degree in Finance and Accounting from New York University’s Stern School of Business in 1999.

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Gary T. Taylor

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Mr. Taylor 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 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.

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Adam Zausmer

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Mr. Zausmer 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 of Buffalo in 1999 and a Master of Science degree in Real Estate from New York University in 2007.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis describes our compensation objectives and policies, including in relation to compensation received for whole loan investment and REIT platforms. Mr. Hargrave also serves asthe year ended December 31, 2021, by our named executive officers.  For the year ended December 31, 2021, our named executive officers (our “Named Executive Officers”) were Thomas E. Capasse, our Chief Executive Officer, Jack J. Ross, our President, Andrew Ahlborn, our Chief Financial Officer, Thomas Buttacavoli, our Chief Investment Officer, of our Advisor and a member of our Advisor's investment committee. He was previously responsible for Lehman Brothers' whole loan trading businesses including small balance commercial mortgages, student loans and residential mortgages. Prior to that, Mr. Hargrave ran Lehman Brothers' adjustable rate mortgage trading desk, with responsibility for whole loan acquisition, securitization and the firm's agency and non-Agency secondary trading activities. He joined Lehman Brothers' in the mortgage research group and has held several positions in research, structuring and trading. Mr. Hargrave received an M.B.A. from Harvard Business School and a B.S. from Indiana University.

Nisha Motani

Ms. Motani currently serves asGary Taylor, our Chief AccountingOperating Officer and Adam Zausmer, our Chief Credit Officer. Ms. Motani also currently serves as Director of Fund Reporting at ZAIS where she oversees annual audits, monthly net asset value reporting, quarterly and annual financial statement reporting, and informational requests from investors for all ZAIS-managed entities. Ms. Motani is also responsible for setting internal accounting policies and procedures, researching accounting issues, and serving as a direct liaison to the auditors and tax preparers for ZAIS-managed entities. Prior to joining ZAIS in October 2003, Ms. Motani worked as a senior manager in the Financial Services audit practice of Deloitte & Touche where she specialized in Investment Management. She is a CPA with a B.S. in Accounting from Rutgers School of Business.

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developing objective performance standards for the annual cash incentive bonus plan for 2021 and long-term equity grants for the performance year 2020, which were granted to these officers in February 2021. FPL met with the Manager on several occasions to discuss guiding principles, competitive market trends, peer group pay practices and other compensation considerations.  

In February 2021, the Compensation Committee introduced modifications to our executive compensation program to further align executive compensation with Company performance and the creation of sustainable stockholder value, as described below.

Annual Cash Incentive Program for 2022

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 2022, which provides for a more 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 2022 includes the following performance criteria for evaluation of the Company’s performance and the performance of our Advisor's personnel. We do not determine the compensation payableChief Financial Officer, Chief Operating Officer and Chief Credit Officer, whose salaries we reimburse to our officers byManager under the Management Agreement:

Under the annual cash incentive bonus plan for 2022, our AdvisorChief Financial Officer, Chief Operating Officer and Chief Credit Officer will have the opportunity to earn threshold, target or our Advisor's affiliates. Our Advisor or our Advisor's affiliates, in their discretion, determinemaximum incentive cash bonus amounts based on the levels of base salaryachievement of the criteria described above. The target incentive cash bonus amounts for our Chief Financial Officer, Chief Operating Officer and cash incentive compensation earned by our executive officers. Our AdvisorChief Credit Officer for the 2022 performance year are $646,875 each. Whether any of the threshold, target or our Advisor's affiliates also determine whether and to what extent our executive officersmaximum bonus levels are attained will be provided with pension, deferred compensationdetermined by the Compensation Committee based on achievement of the criteria described above, including the discretionary component, and other employee benefit plans and programs.the weighting of each criterion.

Long-term Equity CompensationAwards

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 stockholders.  In February 2021, based on a comprehensive review of our equity compensation program, the Compensation Committee modified our equity compensation program to incorporate 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 2021 performance year (granted in 2022) 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 TSR relative to an executive compensation peer group (as set forth below), measured over a cumulative three-year period. In addition, the awards in respect of the 2021 performance year (granted in 2022) incorporate levels of opportunity which determine the amount of awards that will actually be earned by the executive officer.  As a result of these modifications, our long-term equity compensation program includes the following features:

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See “–Executive Compensation for the 2021 Performance Year–Equity Grants” for a description of the equity awards granted to our Chief Financial Officer and Chief Operating Officer in February 2022 in respect of performance for the year ended December 31, 2021.  

Executive Compensation Peer Group

The executive compensation peer group (the “peer group”) used to evaluate the performance of the Company and our Chief Financial Officer and Chief Operating Officer are set forth below.

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Executive Compensation for the 2021 Performance Year

Setting Executive Compensation

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.  

The Compensation Committee undertook a comprehensive review of our annual cash incentive compensation program and determined that it would be appropriate to recommend that our Manager take a 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 our Chief Operating Officer. The Compensation Committee, together with an independent compensation consultant, worked to develop a framework that included objective performance standards for the annual cash incentive bonuses for these officers for 2021, as well as overall compensation for 2021. The framework for the annual cash incentive bonus plan for 2021 was largely completed by the end of February 2021 and included the following objective performance criteria for evaluation of the Company’s performance and the performance of our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer: (i) core earnings per share; (ii) relative total stockholder return; (iii) stated metrics, including quantitative balance sheet, income statement and other metrics in

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the case of our Chief Financial Officer and quantitative commercial real estate (“CRE”), SBA and other metrics in the case of our Chief Operating Officer; (iv) individual goals for our Chief Financial Officer relating to liquidity management, implementation of technology and automation of accounting processes, initiatives to drive growth in market capitalization and development of financial performance metrics, and individual goals for our Chief Operating Officer relating to SBA origination volume, implementation of initiatives to drive operational efficiency and reduce costs and the establishment of key operating indicators; and (v) a discretionary component based on overall performance. The annual cash incentive bonus plan for 2021 was scheduled to be adopted in March 2021.

Cash Compensation

Consistent with the Compensation Committee’s focus on incentive compensation that aligns executive compensation with our overall performance, on April 29, 2021, the Compensation Committee recommended and our board of directors and our Manager approved the framework for the annual cash incentive bonus plan for 2021, which provides for a more 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 2021 includes the following performance criteria for evaluation of the Company’s performance and the performance of our Chief Financial Officer, Chief Operating Officer and Chief Credit Officer, whose salaries we reimburse to our Manager under the Management Agreement:

Under the annual cash incentive bonus plan for 2021, our Chief Financial Officer and Chief Operating Officer will have the opportunity to earn threshold, target or maximum incentive cash bonus amounts based on the levels of achievement of the criteria described above. The target incentive cash bonus amounts for our Chief Financial Officer, Chief Operating Officer and Chief Credit Officer for the 2021 performance year are $575,000 and $600,000, and $500,000, respectively. 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. Actual bonuses payable for 2021 are described below.

During the year ended December 31, 2021, pursuant to the terms of the Management Agreement, we reimbursed our Manager for the cash compensation of our Chief Financial Officer, Chief Operating Officer, and Chief Credit Officer who were exclusively dedicated to our affairs.

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We do not pay 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, Mr. Ross, our President or Mr. Buttacavoli, our Chief Investment Officer.  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, Ross and Buttacavoli, as non-reimbursed Named Executive Officers, receive compensation directly from our Manager and its affiliates in the form of salaries and, in the case of Mr. Buttacavoli, a bonus. The compensation paid by our Manager to Messrs. Capasse, Ross and Buttacavoli 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, Ross and Buttacavoli 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, Ross and Buttacavoli, 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 paid 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, Ross and Buttacavoli that was reasonably associated with their support of our Manager on behalf of our Company represented approximately 13% of the management fee paid and incentive distribution paid by us to our Manager in 2021. Of this amount, our Manager estimates that, approximately 59% was fixed (i.e., annual base salary), and approximately 41% was variable or incentive pay (i.e., bonus).

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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, 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 ZAIS Financial Corp.Ready Capital Corporation (or our Operating Partnership) and other equity-based awards.

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Our board of directors has delegated its administrative responsibilities under the 2012 Plan 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 2012 Plan to our Chief Executive Officer, our President or our Chief Investment Officer 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 our Chief Executive Officer, our President or our Chief Investment Officer, 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 our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer, 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 Compensation Committee engaged FPL as its independent compensation consultant to assist in evaluating our equity incentivecompensation program in respect of the performance year ended December 31, 2021 as well as our overall compensation program for 2014.

As of the date hereof, no awards2022. FPL’s services to us have been made pursuantlimited to compensation related services. FPL 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 2012 Plan.2021 Performance Year (Granted in 2022)

For additional information aboutIn February 2022, the Compensation Committee approved the grant of 434,391 shares of restricted Common Stock (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the 2012 Plan see "—2012 Equity Incentive Plan and Other Matters."

Compensation of Executive Officers

We do not have agreements with anyto certain of our executive officers or any employees and personnel of our Advisor orManager and its affiliates who support our Advisor's affiliatesManager in providing services to us under our Management Agreement, including our Chief Financial Officer, Chief Credit Officer and Chief Operating Officer. In February 2022, our board of directors approved recommendations by the Compensation Committee with respect to their cash compensation. Our named executive officers,the long-term equity awards to Mr. Andrew Ahlborn, our Chief Financial Officer, Mr. Adam Zausmer, our Chief Credit Officer, and Mr. Gary Taylor, our Chief Operating Officer, in respect of performance for the year ended December 31, 2021, 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. Szymanski, McDadeAhlborn, Taylor, and Hargrave,Zausmer, the Compensation Committee focused on the measures and Ms. Motanifactors described above under “–Setting Executive Compensation.” Based upon these considerations, the Compensation Committee recommended long-term equity awards as follows in respect of performance for the year ended December 31, 2021, subject to the forward-looking vesting criteria described below:

(1)  Granted on February 12, 2022, 50% of the shares of restricted Common Stock awarded are Time-Based Awards and 50% of the shares of restricted Common Stock awarded are performance-based awards. The number of performance-based awards included in this amount reflects vesting at a “target” payout percentage as shown in the table below.

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Key Terms of the Year-End 2021 Performance-Based Equity Awards (Granted in 2022)

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, 2021 (which will be granted in 2022), 50% of such awards will be time-based restricted Common Stock awards 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.

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The remaining 50% of such long-term equity-based awards will be performance-based equity awards. These performance-based equity awards remain at risk and are subject to forfeiture subject to the achievement of return metrics and relative TSR for the three-year forward-looking performance period ending December 31, 2024. The performance-based equity awards will be allocated 50% to awards that vest based on return metrics for the three-year forward-looking period ending December 31, 2024 and 50% to awards that vest based on our TSR for such three-year forward-looking performance period relative to the performance of the peer group designated by the Compensation Committee (disclosed above under “–Executive Compensation Strategy for 2022”). 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 2020 Performance Year (Granted in 2021)

In February 2021, the Compensation Committee approved the grant of 216,281 shares of restricted Common Stock (which reflects vesting at a "target" payout percentage in the case of performance-based equity awards) under the 2012 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 our Chief Financial Officer and Chief Operating Officer. In February 2021, our board of directors approved recommendations by the Compensation Committee with respect to the long-term equity awards to Mr. Andrew Ahlborn, our Chief Financial Officer and Mr. Gary Taylor, our Chief Operating Officer, in respect of performance for the year ended December 31, 2020, including the specific performance metrics, weighting and levels of opportunity for performance-based equity awards as described above.  In determining the long-term equity awards to Messrs. Ahlborn and Taylor, the Compensation Committee focused on the measures and factors described above under “–Setting Executive Compensation.” Based upon these considerations, the Compensation Committee recommended long-term equity awards of 24,758 shares to Mr. Ahlborn and 33,010 shares to Mr. Taylor.

Key Terms of the Year-End 2020 Performance-Based Equity Awards (Granted in 2021)

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, 2020 (granted in 2021), 50% of such awards were time-based restricted Common Stock awards 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 long-term equity-based awards were performance-based equity awards. These performance-based equity awards remain at risk and are subject to forfeiture subject to the achievement of absolute and relative TSR for the three-year forward-looking performance period ending December 31, 2023. The performance-based equity awards are allocated 50% to awards that vest based on our absolute TSR for the three-year forward-looking period ending December 31, 2023, and 50% to awards that vest based on our TSR for such three-year forward-looking performance period relative to the performance of the peer group designated by the Compensation Committee (disclosed above under “–Executive Compensation Peer Group”). 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. The performance criteria and levels of opportunity for the performance-based equity awards are as follows:

⁽¹⁾  In the event our absolute TSR percentage falls between 25.0% and 35.0%, our absolute TSR vesting percentage is determined using a straight line linear interpolation between 50.0% and 100.0% and in the event that our absolute TSR percentage falls between 35.0% and 50.0%, absolute TSR vesting percentage is determined using a straight line linear interpolation between 100.0% and 300.0%.

⁽²⁾  In the event our relative TSR percentile falls between the 30^th percentile and the 55^th percentile, relative TSR vesting percentage is determined using a straight line linear interpolation between 50.0% and 100.0% and in the event that our relative TSR percentile falls between the 55^th percentile and 90^th percentile, our relative TSR vesting percentage shall be determined using a straight line linear interpolation between 100.0% and 300.0%.

⁽³⁾  The awards will be allocated 50% to awards that vest based on absolute TSR performance and 50% that vest based on relative TSR performance.

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Summary Compensation Table

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The following table below sets forth the compensation of our Named Executive Officers (Messrs. Ahlborn, Zausmer and Taylor) reimbursed to our Manager by us for the fiscal years ended December 31, 2021, 2020 and 2019.

(1) The Named Executive Officers are employees of our AdvisorManager or one of our Advisor'sits affiliates and doare not receivepaid cash compensation by us.

(2) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of awards of restricted shares of Common Stock calculated under US GAAP ASC 718. Refer to Note 21 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 for information regarding the assumptions used to value these awards.

(3) This amount represents tax gross-up and medical and dental benefits reimbursed by Ready Capital to our Manager.

(4) Prior to becoming our Chief Financial Officer effective June 1, 2019, Mr. Ahlborn was exclusively dedicated to our affairs and the amounts set forth in table above for 2019 represent the total compensation reimbursed by us to our Manager for his services during 2019 (including the period from usJanuary 1, 2019 to May 31, 2019). Mr. Ahlborn's annual base salary was increased on March 1, 2020 from $200,000 to $375,000, and the Compensation Committee determined that his annual base salary will remain at $375,000 for servingthe year ended December 31, 2021. Mr. Ahlborn’s annual base salary was increased on March 1, 2021 from $375,000 to $431,250, and the Compensation Committee and our Manager determined that his annual base salary will remain at $431,250 for the year ended December 31, 2022.

(5) Amounts for Mr. Taylor represent his compensation for his service as Chief Operating Officer, which was made effective in April 2019. Mr. Taylor's annual base salary was increased on March 1, 2020 from $250,000 to $375,000, and the Compensation Committee determined that his annual base salary will remain at $375,000 for the year ended December 31, 2021. Mr. Taylor’s annual base salary was also increased on March 1, 2021 from $375,000 to $431,250, and the Compensation Committee and our Manager determined that his annual base salary will remain at $431,250 for the year ended December 31, 2022.

(6) Mr. Zausmer has served as our executive officers.Chief Credit Officer since July 2021.

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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 duringfor the 2014 fiscal year.year ended December 31, 2021.

Grants of Plan-Based Awards

We did not grant anyThe following table summarizes certain information regarding all plan-based awards granted during the 2021 fiscal year to our named executive officers duringNamed Executive Officers.   

(1) Amounts in this column represent restricted shares of Common Stock, which vest based on achievement of TSR metrics.

(2) Amounts in this column represent restricted shares of Common Stock. Pursuant to the 2014 fiscal year.terms of the award agreements, these restricted shares of Common Stock vest in equal instalments of one-third on February 12, 2022, February 12, 2023 and February 12, 2024.

(3) The amounts in this column represent the aggregate grant date fair value of awards of restricted Common Stock calculated under US GAAP ASC 718.

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