(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(3)	Filing Party:

---

•	FOR the election of the nominee for director in Proposal 1;

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm in Proposal 2;

•	FOR the resolution approving, on a non-binding, advisory basis, our executive compensation as described in this proxy statement (“Say on Pay”) in Proposal 3; and

•	FOR every “3 YEARS” as the preferred frequency for future non-binding advisory votes on executive compensation (“Say on Frequency”) in Proposal 4.

---

1.	Reelection of Douglas Durst to the Board of Directors;

2.	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018;

3.	Approval of a non-binding, advisory resolution to approve our executive compensation (“Say on Pay”); and

4.	Approval of a non-binding, advisory resolution on the frequency of future advisory stockholder votes to approve executive compensation (“Say on Frequency”).

---

---

•	The Notice of 2018 Annual Meeting of Stockholders;

•	This Proxy Statement for the 2018 Annual Meeting; and

•	The Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 28, 2018 (the “Annual Report”).

---

1.	Reelection to the Board of the nominee named in this Proxy Statement (“Proposal 1”);

2.	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 (“Proposal 2”);

3.	Approval of a non-binding, advisory resolution to approve our executive compensation (“Say on Pay”); and

4.	Approval of a non-binding, advisory resolution on the frequency of future advisory stockholder votes to approve executive compensation (“Say on Frequency”).

•	FOR the election of the nominee for director in Proposal 1;

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm in Proposal 2;

•	FOR the resolution approving, on a non-binding, advisory basis, our executive compensation as described in this proxy statement in Proposal 3; and

•	FOR every “3 YEARS” as the non-binding advisory vote as to the preferred frequency for future non-binding advisory votes on executive compensation in Proposal 4.

---

•	View the Company’s proxy materials for the Annual Meeting; and

•	Instruct the Company to send future proxy materials to you by email.

---

•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Notice.

•	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card.

•	By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•	At the Virtual Annual Meeting. You may also vote at the Annual Meeting. For more information, see “What do I need to attend the Annual Meeting?”

•	Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.

•	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.

•	By Mail. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

•	At the Virtual Annual Meeting. You may also vote at the Annual Meeting if you obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

•	We encourage you to access the Annual Meeting online prior to its start time.

•	The webcast will start at 11:00 a.m., Eastern Time.

•	You will need your 16-Digit Control Number to enter the Annual Meeting.

•	A webcast replay of the Annual Meeting will be available at www.virtualshareholdermeeting.com/LADR2018 until 11:59 p.m., Eastern Time, on June 5, 2019.

---

•	Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

•	Sign and return a proxy card without giving specific voting instructions,

---

---

•	As necessary to meet applicable legal requirements;

•	To allow for the tabulation and certification of votes; and

•	To facilitate a successful proxy solicitation.

---

---

---

---

•	our Class I director is Mr. Durst;

•	our Class II directors are Messrs. Fishman and O’Toole; and

•	our Class III directors are Messrs. Harris, Alexander and Mazzei.

---

---

•	the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual;

•	the business or other relevant experience, skills and knowledge that the individual may have that will enable him/her to provide effective oversight of the Company’s business;

•	the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and

•	the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his/her occupation and the number of boards of directors of other public companies on which he or she serves.

---

---

---

---

•	each beneficial owner of more than 5% of any class of our outstanding shares;

•	each of our named executive officers;

•	each of our directors; and

•	all of our executive officers and directors as a group.

(1)

The number of shares of our Class A common stock and percentage of beneficial ownership assumes that all the vested and unvested limited partnership units of Series REIT of Ladder Capital Finance Holdings LLLP (“Series REIT Units”) and limited partnership units of Series TRS of Ladder Capital Finance Holdings LLLP (“Series TRS LP Units”) (or, in lieu of Series TRS LP Units, limited liability company interests of LC TRS I LLC (“TRS I Shares”)) outstanding, except those held by Ladder, together with all outstanding Class B common stock, are exchanged into shares of our Class A common stock. We refer to each Series REIT Unit, when paired together with one Series TRS LP Unit (or one TRS I Share in lieu of such Series TRS LP Unit) as an “LP Unit.”

---

(2)

In computing the number of shares of our Class A common stock beneficially owned by a stockholder and the percentage ownership of that stockholder, we deemed outstanding shares of Class A common stock subject to options held by such stockholder that are currently vested and exercisable, or that will become vested and exercisable within 60 days of April 9, 2018, whether or not they would be deemed to have beneficial ownership of such shares as of the date hereof. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other stockholder.

(3)	There were 97,956,103 shares of our Class A common stock outstanding and 13,317,419 shares of our Class B common stock outstanding as of April 9, 2018.

(4)	Unless otherwise indicated, the address of the beneficial holder is c/o Ladder Capital, 345 Park Avenue, 8th Floor, New York, NY 10154.

(5)

Includes (i) 3,802,112 shares of Class A common stock held by GP09 PX (LAPP) Ladder Capital Ltd., (ii) 831,260 shares of Class A common stock held by GP09 PX Ladder Capital Ltd. and (iii) 2,594,978 shares of Class A common stock held by GP09 GV Ladder Capital Ltd. (collectively, the “AIMCo Funds”), which are each directly or indirectly owned by entities advised by Alberta Investment Management Corporation, which may be deemed to have voting and investment power with respect to shares held by the AIMCo Funds. The address for each of the AIMCo Funds is 1100 - 10830 Jasper Avenue, Edmonton, Alberta Canada, T5J 2B3, Attn: James Ridout and Caroline Kowall.

(6)

Includes 7,255,234 shares of Class A common stock held by RREF II Ladder LLC (“RREF Ladder”). All the membership interests of RREF Ladder are held by RREFII Acquisitions, LLC (“RREFII Acquisitions”). Related Real Estate Fund II, L.P. (“Related Fund”), a private investment fund for which Related Fund Management, LLC (“Related Management”) acts as investment adviser, holds all membership interests of RREFII Acquisitions. Related Management holds all membership interests of Related Real Estate Fund II GP-A, LLC, which, in turn, is the general partner of Related Real Estate Fund II GP, L.P. (“Related GP”). Related GP is the general partner of Related Fund. The Related Companies, L.P. (“Related Companies”) is the managing member of Related Management. Related Companies' general partner is The Related Realty Group, Inc., owned by Stephen M. Ross. Each of Related Companies, The Related Realty Group, Inc., Stephen M. Ross and Richard O’Toole disclaims beneficial ownership of the shares held by RREF Ladder or any other entity named in this footnote. The address of each entity and individual named in this footnote is 60 Columbus Circle, New York, NY 10023.

(7)

Based on information as of December 31, 2017 set forth in Schedule 13G/A filed with the SEC on February 9, 2018 by The Vanguard Group, which has sole voting power with respect to 89,219 shares of Class A common stock, shared voting power with respect to 5,318 shares of Class A common stock, sole dispositive power with respect to 5,907,953 shares of Class A common stock and shared dispositive power with respect to 89,267 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd, Malvern, PA, 19355.

(8)	Based on information as of December 31, 2017 set forth in Schedule 13G/A filed with the SEC on January 25, 2018 by BlackRock, Inc., which has sole voting power with respect to 6,984,976 shares of Class A common stock and sole dispositive power with respect to 7,169,371 shares of Class A common stock. The address for BlackRock, Inc. is 55 East 52nd St, New York, NY 10055.

(9)	Includes 83,210 shares of Class A common stock and 1,086,049 shares of Class B common stock held by Alan Fishman.

(10)	Includes 771,239 shares of Class A common stock and 449,084 shares of Class A common stock that can be acquired upon the exercise of options held by Brian Harris, and 397,039 shares of Class A common stock and 4,728,405 shares of Class B common stock held by Betsy A. Harris 2012 Family Trust. Mr. Harris is a trustee of Betsy A. Harris 2012 Family Trust.

---

(11)	Includes 78,011 shares of Class A common stock held by Mark Alexander.

(12)	Includes 3,489,223 shares of Class B common stock held by Seymour Holding Corporation and 23,058 shares of Class A common stock held by Douglas Durst. The natural persons having voting or dispositive control over the shares of Class B common stock beneficially owned by Seymour Holding Corporation include Douglas Durst, a member of our Board.

(13)	Includes 10,204 shares of Class A common stock held by Richard O’Toole.

(14)	Includes 1,225,517 shares of Class A common stock (including 204,138 shares of Class A common stock that can be acquired upon the exercise of options) held by Michael Mazzei. The number of Class A common stock excludes 22,472 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2019.

(15)	Includes 535,898 shares of Class A common stock (including 108,779 shares of Class A common stock that can be acquired upon the exercise of options) and 323,233 shares of Class B common stock held by Pamela McCormack. The number of Class A common stock excludes 11,939 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2019.

(16)	Includes 217,318 shares of Class A common stock (including 51,033 shares of Class A common stock that can be acquired upon the exercise of options) and 159,470 shares of Class B common stock held by Marc Fox. The number of Class A common stock excludes 5,618 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2019.

(17)	Includes 531,625 shares of Class A common stock (including 75,145 shares of Class A common stock that can be acquired upon the exercise of options) held by Thomas Harney. The number of Class A common stock excludes 7,724 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2019.

(18)	Includes 236,401 shares of Class A common stock (including 41,522 shares of Class A common stock that can be acquired upon the exercise of options) and 91,187 shares of Class B common stock held by Robert Perelman. The number of Class A common stock excludes 4,681 shares of Class A common stock that can be acquired upon the exercise of options exercisable on February 18, 2019.

---

---

---

•	the timing of any subsequent exchanges of Series TRS LP Units—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of LCFH at the time of each exchange;

•	the price of shares of our Class A common stock at or around the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of LCFH is affected by the price of shares of our Class A common stock at the time of the exchange;

•	the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased deductions will not be available;

•	the amount and timing of our income—TRS I generally will be required to pay 85% of the deemed benefits as and when deemed realized; and

•	the allocation of basis increases among the assets of LCFH and certain tax elections affecting depreciation.

---

•

We will record an increase in deferred tax assets for the estimated income tax effects of the increase in the tax basis of the assets owned by Ladder based on enacted federal, state and local income tax rates at the date of the transaction. To the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis of expected future earnings, we will reduce the deferred tax asset with a valuation allowance;

•	We will record an increase in liabilities for 85% of the estimated realizable tax benefit resulting from (i) the increase in the tax basis of the purchased interests as noted above and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement; and

•

We will record an increase to additional paid-in capital in an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to the existing owners of LCFH under the Tax Receivable Agreement. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement have been estimated. All of the effects of changes in any of our estimates after the date of the purchase will be included in our net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

---

---

---

---

•	Brian Harris, Chief Executive Officer;

•	Pamela McCormack, President;

•	Marc Fox, Chief Financial Officer;

•	Thomas Harney, Head of Merchant Banking & Capital Markets; and

•	Robert Perelman, Head of Asset Management.

•	to reward our Named Executive Officers for sustained financial and operating performance and leadership excellence;

•	to align the interests of our Named Executive Officers with those of our stockholders; and

•	to encourage our Named Executive Officers to remain with us for the long-term.

---

•	Our Core EPS* for 2017 was $1.54 per share, as compared to $1.48 per share in 2016.

•	Our Core Earnings* for 2017 was $178.8 million, as compared to $158.2 million in 2016.

•	Our After-Tax Core Return on Average Equity (“ROAE”)* for the twelve months ended December 31, 2017 was 11.5%, which represented performance above the 90th percentile of the commercial finance REITs listed below (the “Business Comparables”).

•	Consideration of management’s continued emphasis to generate attractive risk-adjusted ROAE from primarily senior secured, moderately leveraged assets with a target adjusted leverage* ratio of 2x - 3x. During 2017, our adjusted leverage* ratio ranged between 2.5x and 2.9x at the end of each quarter.

---

•	Colony Capital, Inc.

•	CYS Investments, Inc.

•	HFF, Inc.

•	iStar Financial

•	Kennedy-Wilson Holdings, Inc.

•	MFA Financial, Inc.

•	Nationstar Mortgage Holdings Inc.

•	PennyMac Financial Services, Inc.

•	Redwood Trust, Inc.

•	W.P. Carey & Co. LLC

•	Walker & Dunlop Inc.

•	Apollo Commercial Real Estate Finance, Inc.

•	Arbor Realty Trust Inc.

•	Ares Commercial Real Estate Corp.

•	Blackstone Mortgage Trust, Inc.

•	Granite Point Mortgage Trust Inc.

•	iStar Financial

•	KKR Real Estate Finance Trust Inc.

•	Redwood Trust, Inc.

•	Resource Capital Corp.

•	Starwood Property Trust, Inc.

•	TPG RE Finance Trust Inc.

---

---

•	health, dental and vision insurance;

•	vacation and sick days;

•	life insurance;

•	short-term and long-term disability insurance; and

•	401(k) plan.

---

(1)	Upon her promotion to President, Ms. McCormack’s annual base salary was increased from $600,000 to $750,000 effective July 1, 2017.

(2)

The values provided in this column represent the grant date fair value of restricted stock awards made to the Named Executive Officers with respect to the applicable fiscal years. For 2017, the values include Class A common and restricted stock granted on January 24, 2017 and February 18, 2017 that were intended to represent dividends in type and amount that the 2015 and 2016 stock option grants to management would have received had such options had dividend equivalent rights since grant. For a discussion of the assumptions made in the valuation of the restricted stock awards made with respect to fiscal year 2017, see Note 15 to the notes to consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for the assumptions made in determining ASC 718 grant date fair values.

(3)

The actual grant date fair values of the 2015 Annual Option Awards granted to our Named Executive Officers were computed in accordance with FASB ASC Topic 718 using the Black Scholes model based on the following assumptions: (1) risk-free rate of 1.53%, (2) dividend yield of 10.3%, (3) expected life of six years and (4) volatility of 49.0%. For a discussion of the vesting schedule of the Annual Option Awards granted to our Named Executive Officers, please see the section captioned “—Grants Made Pursuant to the 2014 Omnibus Incentive Plan.”

(4)	The values provided in this column reflect the annual cash bonuses paid to our Named Executive Officers with respect to the applicable fiscal year pursuant to their respective employment agreements and the actual achievement of performance goals. Annual cash bonuses are generally paid by February 28 of the calendar year following the calendar year to which such annual cash bonus relates.

---

(5)	For 2017, 2016 and 2015, the values provided in this column include group term life insurance coverage and long-term disability coverage that were imputed income to each of our Named Executive Officers as follows:

---

(1)	Reflects the annual cash bonuses awarded to the Named Executive Officers for their performance in 2017 and 2016. For tax planning purposes, cash bonuses earned for 2017 were paid in December 2017.

(2)	There is no threshold or maximum amount for annual cash bonuses and equity incentive plan awards.

(3)

Amounts reflect the performance-based portion of Annual Restricted Stock Awards granted pursuant to the 2014 Omnibus Plan. Performance-based shares vest in three equal installments on December 31 of each of the three performance years if we achieve our Performance Target (a return on equity, based on core earnings divided by the Company’s average book value of equity, equal to or greater than 8% for the year) for the applicable performance year, the achievement of which is generally determined by our Compensation Committee and the Board in February following the applicable performance year. If we miss the Performance Target during either the first or second performance year but meet the Performance Target for a subsequent performance year during the three-year performance period and our return on equity for such subsequent year and any years for which we missed our Performance Target equals or exceeds the compounded return on equity of 8%, the previously unearned performance-vesting restricted stock will vest on the last day of such subsequent year, subject to continued employment on the last day of each applicable performance year. If the term “core earnings” is no longer used in the Company’s SEC filings and approved by the Compensation Committee, then the Performance Target will be calculated using such other performance measurement defined in the Company’s SEC filings, as determined by the Compensation Committee.

---

(4)

Amounts represent stock dividends paid on the number of shares subject to the options granted to the Named Executive Officers in 2016 and 2015 (had such shares been outstanding) and the time-based portion of Annual Restricted Stock Awards granted pursuant to the 2014 Omnibus Plan. Time-based shares vest ratably on the first, second, and third year from the date of grant, while the stock dividends vest when the options with which they are associated vest.

(5)	No options were granted to the Named Executive Officers in 2017.

(6)	Represents the grant date fair value of the award, which is also the fair market value of the shares on the date of grant. No assumptions were used in the calculation of grant date fair value.

(7)	The stock granted to Mr. Harris was fully vested at grant following his Retirement Eligibility Date in early 2017 in accordance with the terms of the Harris Employment Agreement.

---

(1)	All share-based awards were granted pursuant to the 2014 Omnibus Incentive Plan.

---

(2)

In connection with 2015 performance, the Named Executive Officers were granted Annual Option Awards on February 18, 2016, which vest in three equal installments on February 18 of each of 2017, 2018 and 2019, subject to continued employment on such applicable vesting dates. The options granted to Mr. Harris became fully vested in 2017 in accordance with the terms of the Harris Employment Agreement discussed below.

(3)

The 2014 Omnibus Incentive Plan provides for the equitable adjustment of outstanding awards upon the occurrence of certain events, including an extraordinary dividend, in order to preserve the intrinsic value of such awards. The Compensation Committee, which holds the authority to administer and interpret the Plan, determined it was necessary and appropriate, and in the best interests of the Company and its shareholders, to equitably adjust the outstanding stock option and restricted stock awards in respect of an extraordinary dividend paid in the fourth quarter of 2015 and to increase the number of shares available under the Plan to reflect the equitable adjustment of the stock options and restricted stock. The exercise price of the stock options was correspondingly equitably adjusted to reflect the additional shares. Such equitable adjustment is reflected in the table above.

(4)	This value represents the product of the closing market price of the Company’s Class A common stock on December 29, 2017 of $13.63 per share and the number of unvested Restricted Stock Awards held by each Named Executive Officer, assuming the threshold performance goals are achieved for those shares subject to performance-based criteria.

(5)

These are Annual Restricted Stock Awards granted in 2016 based on 2015 performance. The description of the vesting provisions with respect to the 2017 Restricted Annual Stock Awards below applies to the 2015 Annual Stock Awards as well, except that the vesting of the restricted performance and time-based shares that would have vested in early 2018 were accelerated and vested on December 21, 2017 for tax planning purposes. The restricted stock granted to Mr. Harris vested on his Retirement Eligibility Date in early 2017 in accordance with the terms of the Harris Employment Agreement and is therefore not depicted in this table. The Annual Option Awards for 2015 vest in equal amounts on each February 18 of 2017, 2018 and 2019 and include dividend equivalent rights.

(6)	These are Annual Option Awards granted in 2015 based on 2014 performance. The description of the vesting provisions with respect to the 2015 Annual Option Awards referenced above applies to the 2014 Annual Option Awards as well, with vesting of the 2014 Annual Option Awards occurring in 2016, 2017 and 2018.

(7)

These are Annual Restricted Stock Awards granted on December 21, 2017 based on 2017 performance. For Named Executive Officers other than Mr. Harris, fifty percent of each Annual Restricted Stock Award is subject to time-based vesting criteria, and the remaining fifty percent of each Annual Restricted Stock Award is subject to performance-based criteria. The time-vesting portion of the Annual Restricted Stock Award vests in three equal installments on each of the first three anniversaries of the date of grant, subject to the applicable Annual Award Grantee’s continued employment on the applicable vesting date and subject to the applicable Executive Retirement Eligibility Date, as defined in the section captioned, “—Potential Payments upon Termination or Change in Control.” The performance-vesting portion of the Annual Restricted Stock Award vests in three equal installments on December 31 of each of the three performance years if we achieve our Performance Target (a return on equity, based on core earnings divided by the Company’s average book value of equity, equal to or greater than 8% for the year) for the applicable performance year, the achievement of which is generally determined by our Compensation Committee and the Board in February following the applicable performance year. If we miss the Performance Target during either the first or second performance year but meet the Performance Target for a subsequent performance year during the three-year performance period and our return on equity for such subsequent year and any years for which we missed our Performance Target equals or exceeds the compounded return on equity of 8%, the previously unearned performance-vesting restricted stock will vest on the last day of such subsequent year, subject to continued employment on the last day of each applicable performance year. If the term “core earnings” is no longer used in the Company’s SEC filings and approved by the Compensation Committee, then the Performance Target will be calculated using such other performance measurement defined in the Company’s SEC filings, as determined by the Compensation Committee. The stock granted to Mr. Harris was fully vested at grant following his Retirement Eligibility Date in early 2017 in accordance with the terms of the Harris Employment Agreement and is not depicted in this table.

---

(8)

These shares represent stock dividends paid on the number of shares subject to the 2016 options (had such shares been outstanding) and vest with the time-vesting 2016 options they are associated with, subject to the Retirement Eligibility Date of the respective member of management. The stock dividends granted to Mr. Harris vested on his Retirement Eligibility Date in early 2017 in accordance with the terms of the Harris Employment Agreement and are therefore not depicted in this table.

(9)

These are Annual Restricted Stock Awards granted in 2017 based on 2016 performance. The description of the vesting provisions with respect to the 2017 Annual Restricted Stock Awards above applies to the 2016 Annual Stock Awards as well, except that the vesting of the restricted performance and time-based shares that would have vested in early 2018 were accelerated and vested on December 21, 2017. The restricted stock granted to Mr. Harris vested on his Retirement Eligibility Date in early 2017 in accordance with the terms of the Harris Employment Agreement and is therefore not depicted on this table.

---

---

(1)	Represents the grant date fair value on the vesting date (closing price of shares on the vesting date multiplied by the number of shares that vested on that date).

---

---

---

---

---

---

---

(1)

The values in this row represent the cash severance payable to the Named Executive Officers pursuant to their employment agreements upon a termination without cause by us or a termination for good reason by the Named Executive Officers, assuming a termination date of December 31, 2017, subject to an execution of a release of claims in favor of the Company. The cash severance provided with respect to Ms. McCormack and Messrs. Fox, Harney, and Perelman assumes that they would each receive $1,000,000 of cash severance in connection with a qualifying termination and would receive an additional $150,000, $112,500, $125,00, and $75,000 respectively, upon the Company’s election to extend their non-competition restrictions for an additional ninety days following each of their qualifying terminations, respectively. For a description of the employment agreements generally, see the section captioned, “—Employment Agreements.” As further described in the section captioned, “—Potential Payments upon Termination or Change in Control,” each of the Named Executive Officers is also entitled to receive a prorated portion of his or her target annual cash bonus for the year in which such termination occurs, payable at the same time that performance bonuses for such calendar year are paid to our other senior executives. In the case of Ms. McCormack and Messrs. Fox, Harney, and Perelman, such prorated bonus, together with each of their cash severances, cannot exceed $1,000,000, and for such prorated bonus to be payable, their severance cannot each exceed $1,000,000, not including the payment for the non-competition election. A termination on December 31, 2017, would require payment of a full-year annual cash bonus to Mr. Harris. The actual annual cash bonus amounts paid to Mr. Harris for calendar year 2017 is detailed in the section captioned,  “—Summary Compensation Table,” under the column entitled Non-Equity Incentive Plan Compensation.

(2)

The values in this row represent the value of stock-based awards that would be accelerated upon the specified events in the column headings, based on the closing market price of Class A common stock on December 29, 2017 of $13.63 per share. Upon a termination without cause or resignation for good reason on December 31, 2017, Ms. McCormack and each of Messrs. Fox, Harney, and Perelman would have fully vested in the time-vesting portion of the executive’s Annual Restricted Stock Awards. Performance-based shares remain outstanding eligible to vest upon the necessary return hurdles being met by the Company. Upon a termination due to death or disability on December 31, 2017, each of our Named Executive Officers would have fully vested in the remaining unvested time-vesting portion of any of his or her Annual Restricted Stock Award. Upon such a termination, performance-based shares remain outstanding and eligible to vest upon the necessary return hurdles being met by the Company. The fair market values of the outstanding performance-based shares on December 31, 2017 for Ms. McCormack, Messrs. Fox, Harney and Perelman are $1,592,393, $706,920, $713,135 and $621,201, respectively; these values are not included in the table. If, upon a change in control (or after the signing of definitive documentation related to the change in control but prior to its closing, the Named Executive Officer’s employment is terminated without cause or due to death or disability or the Named Executive Officer resigns for good reason), each of our Named Executive Officers would have fully vested in his or her Annual Restricted Stock Awards. Annual Option Awards vest in the same manner as the time-vesting portion of any Annual Restricted Stock Award. The unvested 2014 Annual Option Awards, with a strike price of $16.35, were “out of the money” as of December 31, 2017 and therefore were designated a zero value for the purposes of the table. The unvested 2015 Annual Option Awards, with a strike price of $11.87, were “in the money” as of December 31, 2017. The spread between the $11.87 strike price of the 2015 Annual Option Awards and the closing market price of Class A common stock on December 29, 2017, multiplied by the number of such unvested options outstanding, is included in the table.

(3)

The values in this row represent the value of reimbursements for continued health benefits and life and disability insurance to which the Named Executive Officers would be entitled pursuant to their employment agreements upon a termination without cause by us or a termination for good reason by the Named Executive Officers, assuming a termination date of December 31, 2017: $74,084 represents reimbursements for continued health care for up to two years immediately following Mr. Harris’ termination; $15,898 represents reimbursements for continued health care for up to six months immediately following each of Ms. McCormack, Mr. Fox, and Mr. Harney’s terminations; and $15,894 represents reimbursements for continued health care for up to six months for Mr. Perelman, assuming that LCF elects to extend the post-termination non-competition period applicable to Ms. McCormack and Messrs. Fox, Harney, and Perelman.

---

(4)

On January 18, 2018, Ms. McCormack entered into the Amended McCormack Employment Agreement, which, if effective as of December 31, 2017, would have provided that upon a termination without cause by us or a termination for good reason by her, she would be entitled to a cash severance of $3,825,000, accelerated vesting of time-based stock-based awards of $1,636,859, plus $1,592,393 if performance-based shares ultimately vested, and continued benefits totaling $47,695 representing reimbursements for continued health care for up to eighteen months immediately following Ms. McCormack’s termination. Ms. McCormack would also be entitled to a pro-rated cash bonus and equity award, which as of December 31, 2017, would comprise a full year.

•	The median of the annual total compensation of all employees of the Company (other than our CEO), was $351,432; and the annual total compensation of Mr. Harris, our CEO, was $14,615,951.

•	Based on this information, for 2017, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 41 to 1.

•	As of December 31 2017, our employee population consisted of 68 employees.

•

To find the median of the annual total compensation of our employees (other than our CEO), we used each employee’s annualized year end base salary, cash bonus earned for 2017, overtime payments, sign-on bonuses and the grant date fair value of equity compensation granted in 2017. In making this determination, we annualized base salaries for full-time permanent employees who were employed on December 31, 2017, but did not work for us the entire year.

•	We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.

•

After identifying the median employee, we added together all of the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $351,432, which includes group term life insurance coverage and long-term disability coverage imputed as income to all employees, to be consistent with the CEO annual total compensation described in the next sentence. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table in this proxy statement, which is also in accordance with the requirements of Item 402(c)(2)(x).

---

(1)	Represents the grant date fair value of the award, which is also the fair market value of the shares on the date of grant. No assumptions were used in the calculation of grant date fair value.

---

---

(1)	Proposal 1 requests the reelection of Douglas Durst to the Board.

(2)	Proposal 2 requests the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018.

(3)	Proposal 3 is a non-binding, advisory vote to approve executive compensation (“Say on Pay”).

(4)	Proposal 4 is a non-binding, advisory vote on the frequency of advisory stockholder votes to approve executive compensation (“Say on Frequency”).

---

(1)

Audit fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements and, for 2017 only, internal control over financial reporting included in the Company’s Annual Reports on Form 10-K, quarterly review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, issuance of a comfort letter and consents, review of proxy disclosures, and audit services provided in connection with other statutory and regulatory filings.

(2)	Audit-related fees comprise fees for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements.

(3)

Per the table below, tax fees relate to professional services rendered in connection with tax audits, international tax compliance, and international tax consulting and planning services. Below is a breakout of the tax compliance services and consulting and advisory services provided by PwC during 2017 and 2016. Tax compliance services include the preparation of original and amended tax returns, refund claims, audit support, and tax payment planning. Consulting and advisory services include tax advice, planning, and consulting services. The evaluation, planning, and implementation of these tax-sensitive corporate strategies, and the development of an infrastructure to facilitate ongoing compliance with rules applicable to REITs, required substantial expertise.

(4)	Consists entirely of a subscription renewal for a license used for researching accounting guidance.

---

---

---

---

(1)	Includes $31,684 and $29,036 of net income attributable to noncontrolling interest in consolidated joint ventures which are included in net (income) loss attributable to noncontrolling interest in operating partnership on the combined consolidated statements of income for the years ended December 31, 2017 and 2016, respectively.

(2)	The following is a reconciliation of GAAP depreciation and amortization to our share of real estate depreciation, amortization and gain adjustments amounts presented in the computation of Core Earnings in the preceding table ($ in thousands):

---

(3)	The following is a reconciliation of GAAP net results from derivative transactions to our hedging unrecognized result presented in the computation of Core Earnings in the preceding table ($ in thousands):

---

(4)

We recorded an additional $3.3 million income tax expense for the year ended December 31, 2016, for a proposed tax settlement for pre-acquisition liabilities on certain corporate entities acquired in certain transactions effected immediately prior to our initial public offering. We also recorded other income of $3.3 million for the year ended December 31, 2016, relating to the expected recovery of these amounts pursuant to an indemnification. While these items are presented on a gross basis, there was no impact to either net income or core earnings. Accordingly, since pre-tax income excludes the tax effect but includes the recovery pursuant to indemnification, the recovery amount must also be excluded from Core Earnings.

(5)	One-time transactional adjustment for costs related to restructuring the Company for REIT-related operations. All costs were expensed and accrued for in the period incurred.

(6)	Core estimated corporate tax benefit (expense) based on effective tax rate applied to Core Earnings generated by the activity within our taxable REIT subsidiaries.

---

(1)	We contributed over $888.4 million worth of balance sheet loans into two CLO securitizations that remain on our balance sheet for accounting purposes, but are excluded from debt obligations for adjusted leverage calculation purposes.

---

---