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Pay vs Performance Disclosure
12 Months Ended
Jun. 17, 2024
$ / shares
shares
Feb. 23, 2024
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    
Pay Versus Performance Table
Average
Summary
Compensation
Table Total
for Non-PEO
Named Executive
Officers
(1)
Average
Compensation
Actually Paid
to Non-PEOs
Named Executive
Officers
(2)
Value of initial fixed $100
investment based on:
Year
Summary
Compensation
Table Total
for PEO
(1)
Compensation
Actually Paid
to PEO
(2)
Total
Stockholder
Return
(3)
Peer Group
Total
Stockholder
Return
(4)
GAAP
Net Income
(in millions)
(5)
EAD ROE(6)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024
$ 21,069,074 $ 39,594,117 $ 2,026,730 $ 2,275,989 $ 138.1 $ 83.6 $ 835.0 17.0%
2023
$ 20,160,023 $ 27,656,434 $ 2,073,066 $ 2,585,143 $ 124.3 $ 84.8 $ 532.7 17.4%
2022
$ 9,403,691 $ 9,126,235 $ 1,033,973 $ 1,033,973 $ 85.4 $ 73.6 $ 864.8 11.2%
(1)
For each of 2022 and 2023, our principal executive officer (“PEO”) was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro and Sivin. For 2024, our PEO was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro, Sivin and Zeiden.
(2)
The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation
Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.
Summary
Compensation
Table Total
Minus Grant
Date Fair
Value of Equity
Awards Granted
During
Applicable Year
Plus Year-End
Fair Value of
Equity Awards
Granted During
Applicable
Year
(a)
Plus Change in
Fair Value (as of
year end from prior
year end) of
Previously-Granted
Equity Awards that
Remain Unvested
at Year End
Plus Change in
Fair Value (as of
vesting date from
prior year end) of
Previously-Granted
Equity Awards for
Which All Applicable
Vesting Conditions
Were Satisfied During
the Covered Fiscal
Year
Plus Any
Dividends Paid
Prior to the
Vesting Date
of the Underlying
Award
Equals
Compensation
Actually Paid
Michael Nierenberg
2024
$ 21,069,074 $ (11,999,996) $ 29,917,117 $ 247,043(b) $ 71,863(c) $ 289,017 $ 39,594,117
2023
$ 20,160,023 $ (8,749,984) $ 14,724,238 $ 967,244 $ 217,726 $ 337,187 $ 27,656,434
2022
$ 9,403,691 $ (4,999,994) $ 4,722,538 $ 9,126,235
Average of Non-PEO Named
Executive Officers
2024
$ 2,026,730 $ (601,759) $ 847,906 $ 4,180(d) $ (1,068)(e) $ 2,275,989
2023
$ 2,073,066 $ (749,995) $ 1,262,072 $ 2,585,143
2022
$ 1,033,973 $ 1,033,973
(a)
Represents the fair value as of December 31, 2024 of time-vesting and performance-vesting Class B Profits Units based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of (i) 192,678 unvested and outstanding shares of restricted stock, (ii) 363,566 unvested time-vesting restricted stock units and (iii) 1,090,706 unvested performance-vesting restricted stock units held by Mr. Nierenberg as of December 31, 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(c)
Represents the change in fair value of (i) 192,678 shares of restricted stock held by Mr. Nierenberg as of the vesting date of June 17, 2024 from prior year end and (ii) 169,964 time-vesting restricted stock units held by Mr. Nierenberg as of the vesting date of February 23, 2024 from prior year end. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2024 is based on $11.15 per share, which was the closing price of a share of our Common Stock on June 16, 2024, which was the last trading day prior to the vesting date. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date.
(d)
Represents the average change in fair value as of year end from prior year end of (i) unvested and outstanding time-vesting and performance-vesting restricted stock units held by the non-PEO named executive officers as of December 31, 2024 and (ii) unvested and outstanding LTIP profits units. The fair value of the restricted stock units as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the
last trading day of the year. The fair value of the restricted stock units as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. The fair value with respect to the LTIP profits units is based on $50.16 and $66.73 as of December 31, 2024 and 2023, respectively.
(e)
Represents the average change in fair value of time-vesting restricted stock units held by the non-PEO named executive officers, which vested in 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date.
(3)
The Total Stockholder Return assumes $100 invested in our common stock for the period starting December 31, 2021 through December 31 of the applicable year.
(4)
The NAREIT Mortgage REIT index (which was also used in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total stockholder return. The Peer Group Total Stockholder Return assumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year.
(5)
As reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
(6)
The EAD ROE metric is a non-GAAP metric. EAD ROE is utilized in our long-term incentive plan but is not a financial measure under GAAP. Please refer to Annex A for a discussion and reconciliation of EAD to the most directly comparable GAAP measure. EAD ROE for the year represents reported 2024 FY EAD divided by average quarterly Common Stockholder’s Equity over the same period.
   
Company Selected Measure Name     EAD ROE    
Named Executive Officers, Footnote    
(1)
For each of 2022 and 2023, our principal executive officer (“PEO”) was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro and Sivin. For 2024, our PEO was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro, Sivin and Zeiden.
   
Peer Group Issuers, Footnote    
(4)
The NAREIT Mortgage REIT index (which was also used in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total stockholder return. The Peer Group Total Stockholder Return assumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year.
   
PEO Total Compensation Amount     $ 21,069,074 $ 20,160,023 $ 9,403,691
PEO Actually Paid Compensation Amount     $ 39,594,117 27,656,434 9,126,235
Adjustment To PEO Compensation, Footnote    
(2)
The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation
Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.
Summary
Compensation
Table Total
Minus Grant
Date Fair
Value of Equity
Awards Granted
During
Applicable Year
Plus Year-End
Fair Value of
Equity Awards
Granted During
Applicable
Year
(a)
Plus Change in
Fair Value (as of
year end from prior
year end) of
Previously-Granted
Equity Awards that
Remain Unvested
at Year End
Plus Change in
Fair Value (as of
vesting date from
prior year end) of
Previously-Granted
Equity Awards for
Which All Applicable
Vesting Conditions
Were Satisfied During
the Covered Fiscal
Year
Plus Any
Dividends Paid
Prior to the
Vesting Date
of the Underlying
Award
Equals
Compensation
Actually Paid
Michael Nierenberg
2024
$ 21,069,074 $ (11,999,996) $ 29,917,117 $ 247,043(b) $ 71,863(c) $ 289,017 $ 39,594,117
2023
$ 20,160,023 $ (8,749,984) $ 14,724,238 $ 967,244 $ 217,726 $ 337,187 $ 27,656,434
2022
$ 9,403,691 $ (4,999,994) $ 4,722,538 $ 9,126,235
Average of Non-PEO Named
Executive Officers
2024
$ 2,026,730 $ (601,759) $ 847,906 $ 4,180(d) $ (1,068)(e) $ 2,275,989
2023
$ 2,073,066 $ (749,995) $ 1,262,072 $ 2,585,143
2022
$ 1,033,973 $ 1,033,973
(a)
Represents the fair value as of December 31, 2024 of time-vesting and performance-vesting Class B Profits Units based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of (i) 192,678 unvested and outstanding shares of restricted stock, (ii) 363,566 unvested time-vesting restricted stock units and (iii) 1,090,706 unvested performance-vesting restricted stock units held by Mr. Nierenberg as of December 31, 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(c)
Represents the change in fair value of (i) 192,678 shares of restricted stock held by Mr. Nierenberg as of the vesting date of June 17, 2024 from prior year end and (ii) 169,964 time-vesting restricted stock units held by Mr. Nierenberg as of the vesting date of February 23, 2024 from prior year end. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2024 is based on $11.15 per share, which was the closing price of a share of our Common Stock on June 16, 2024, which was the last trading day prior to the vesting date. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date.
(d)
Represents the average change in fair value as of year end from prior year end of (i) unvested and outstanding time-vesting and performance-vesting restricted stock units held by the non-PEO named executive officers as of December 31, 2024 and (ii) unvested and outstanding LTIP profits units. The fair value of the restricted stock units as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the
last trading day of the year. The fair value of the restricted stock units as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. The fair value with respect to the LTIP profits units is based on $50.16 and $66.73 as of December 31, 2024 and 2023, respectively.
(e)
Represents the average change in fair value of time-vesting restricted stock units held by the non-PEO named executive officers, which vested in 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date.
   
Non-PEO NEO Average Total Compensation Amount     $ 2,026,730 2,073,066 1,033,973
Non-PEO NEO Average Compensation Actually Paid Amount     $ 2,275,989 2,585,143 1,033,973
Adjustment to Non-PEO NEO Compensation Footnote    
(2)
The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation
Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.
Summary
Compensation
Table Total
Minus Grant
Date Fair
Value of Equity
Awards Granted
During
Applicable Year
Plus Year-End
Fair Value of
Equity Awards
Granted During
Applicable
Year
(a)
Plus Change in
Fair Value (as of
year end from prior
year end) of
Previously-Granted
Equity Awards that
Remain Unvested
at Year End
Plus Change in
Fair Value (as of
vesting date from
prior year end) of
Previously-Granted
Equity Awards for
Which All Applicable
Vesting Conditions
Were Satisfied During
the Covered Fiscal
Year
Plus Any
Dividends Paid
Prior to the
Vesting Date
of the Underlying
Award
Equals
Compensation
Actually Paid
Michael Nierenberg
2024
$ 21,069,074 $ (11,999,996) $ 29,917,117 $ 247,043(b) $ 71,863(c) $ 289,017 $ 39,594,117
2023
$ 20,160,023 $ (8,749,984) $ 14,724,238 $ 967,244 $ 217,726 $ 337,187 $ 27,656,434
2022
$ 9,403,691 $ (4,999,994) $ 4,722,538 $ 9,126,235
Average of Non-PEO Named
Executive Officers
2024
$ 2,026,730 $ (601,759) $ 847,906 $ 4,180(d) $ (1,068)(e) $ 2,275,989
2023
$ 2,073,066 $ (749,995) $ 1,262,072 $ 2,585,143
2022
$ 1,033,973 $ 1,033,973
(a)
Represents the fair value as of December 31, 2024 of time-vesting and performance-vesting Class B Profits Units based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of (i) 192,678 unvested and outstanding shares of restricted stock, (ii) 363,566 unvested time-vesting restricted stock units and (iii) 1,090,706 unvested performance-vesting restricted stock units held by Mr. Nierenberg as of December 31, 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(c)
Represents the change in fair value of (i) 192,678 shares of restricted stock held by Mr. Nierenberg as of the vesting date of June 17, 2024 from prior year end and (ii) 169,964 time-vesting restricted stock units held by Mr. Nierenberg as of the vesting date of February 23, 2024 from prior year end. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2024 is based on $11.15 per share, which was the closing price of a share of our Common Stock on June 16, 2024, which was the last trading day prior to the vesting date. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date.
(d)
Represents the average change in fair value as of year end from prior year end of (i) unvested and outstanding time-vesting and performance-vesting restricted stock units held by the non-PEO named executive officers as of December 31, 2024 and (ii) unvested and outstanding LTIP profits units. The fair value of the restricted stock units as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the
last trading day of the year. The fair value of the restricted stock units as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. The fair value with respect to the LTIP profits units is based on $50.16 and $66.73 as of December 31, 2024 and 2023, respectively.
(e)
Represents the average change in fair value of time-vesting restricted stock units held by the non-PEO named executive officers, which vested in 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date.
   
Compensation Actually Paid vs. Total Shareholder Return    
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Compensation Actually Paid vs. Net Income    
[MISSING IMAGE: bc_paidnetincome-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure    
[MISSING IMAGE: bc_paidreturn-4c.jpg]
   
Total Shareholder Return Vs Peer Group    
[MISSING IMAGE: lc_paidpeertsr-4c.jpg]
   
Tabular List, Table    
Tabular List of Performance Measures
The following table presents the financial performance measures that the Company considered the most important in linking compensation actually paid to our PEO and our non-PEO named executive officers for 2024 to Company performance. The measures in this table are not ranked.
Most Important
Performance Measures
EAD ROE
Economic return
Earnings Available for
Distribution
Book value growth
Cost savings
   
Total Shareholder Return Amount     $ 138.1 124.3 85.4
Peer Group Total Shareholder Return Amount     83.6 84.8 73.6
Net Income (Loss)     $ 835,000,000 $ 532,700,000 $ 864,800,000
Company Selected Measure Amount     17 17.4 11.2
PEO Name     Mr. Nierenberg    
Share Price | $ / shares     $ 10.83    
Measure:: 1          
Pay vs Performance Disclosure          
Name     EAD ROE    
Non-GAAP Measure Description    
(6)
The EAD ROE metric is a non-GAAP metric. EAD ROE is utilized in our long-term incentive plan but is not a financial measure under GAAP. Please refer to Annex A for a discussion and reconciliation of EAD to the most directly comparable GAAP measure. EAD ROE for the year represents reported 2024 FY EAD divided by average quarterly Common Stockholder’s Equity over the same period.
   
Measure:: 2          
Pay vs Performance Disclosure          
Name     Economic return    
Measure:: 3          
Pay vs Performance Disclosure          
Name     Earnings Available for Distribution    
Measure:: 4          
Pay vs Performance Disclosure          
Name     Book value growth    
Measure:: 5          
Pay vs Performance Disclosure          
Name     Cost savings    
PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (11,999,996) $ (8,749,984) $ (4,999,994)
PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     29,917,117 14,724,238 4,722,538
PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     247,043 967,244
PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     71,863 217,726
PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ 289,017 $ 337,187
PEO [Member] | Mr.Nierenberg [Member]          
Pay vs Performance Disclosure          
Share Price | $ / shares $ 11.15 $ 10.57 $ 10.83 $ 10.68  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Restricted Stock, Nonvested, Number | shares     192,678    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Time Vesting Restricted Stock Units, Nonvested, Number | shares     363,566    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Performance Vesting Restricted Stock Units, Nonvested, Number | shares     1,090,706    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Restricted Stock, Vested in Period | shares 192,678        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Time Vesting Restricted Stock Units, Vested in Period | shares   169,964      
Non-PEO NEO [Member]          
Pay vs Performance Disclosure          
Share Price | $ / shares   $ 10.57 $ 10.83 10.68  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Long Term Incentive Plan Profit Units, Nonvested, Weighted Average Grant Date Fair Value | $ / shares     $ 50.16 $ 66.73  
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (601,759) $ (749,995)
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     847,906 1,262,072
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     4,180
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (1,068)
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount