Form DEF 14A RESOURCE AMERICA, INC. For: Jun 02

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April 22, 2016 5:13 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material Pursuant to §240.14a-12

RESOURCE AMERICA, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(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):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	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.

	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

RESOURCE AMERICA, INC.

One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Thursday, June 2, 2016

To the Stockholders of RESOURCE AMERICA, INC.:

Notice is hereby given that the annual meeting of stockholders of RESOURCE AMERICA, INC., a Delaware corporation, will be held at 1845 Walnut Street, 18^th Floor, Philadelphia, Pennsylvania, on Thursday, June 2, 2016, at 9:00 a.m. (the “Meeting”), for the following purposes:

To elect three directors to serve three-year terms expiring at the annual meeting of stockholders in 2019.

To ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for Resource America, Inc. for the fiscal year ending December 31, 2016.

To transact such other business as may properly be brought before the Meeting and any adjournment thereof.

Only stockholders of record on our books at the close of business on April 15, 2016, which we refer to as the record date, will be entitled to notice of and to vote at the Meeting or any adjournment thereof. A list of stockholders entitled to vote at the Meeting will be available for inspection at the Meeting and for 10 days before the Meeting at our offices at 1845 Walnut Street, 18^th Floor, Philadelphia, Pennsylvania 19103. The stock transfer books will not be closed.

By order of the Board of Directors,

Michael S. Yecies, Secretary

April 22, 2016

YOUR VOTE IS IMPORTANT

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 22, 2016, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record on our books at the close of business on April 15, 2016, the record date for the Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

•

Vote over the Internet, by going to www.voteproxy.com (have your Notice or proxy card in hand when you access the website);

•

Vote by Telephone, by calling the toll-free number 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries (have your Notice or proxy card in hand when you call);

•

Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

•

Vote in person at the Meeting.

If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Whether or not you plan to attend the Annual Meeting in person, we urge you to take the time to vote your shares.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2016: The proxy statement and our 2015 annual report are available at http://phx.corporate-ir.net/phoenix.zhtml?c=73519&p=proxy.

RESOURCE AMERICA, INC.

One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 2, 2016

ABOUT THE MEETING

Solicitation of Proxies. This proxy statement and the accompanying proxy are furnished to stockholders of Resource America, Inc. in connection with the solicitation by our Board of Directors of proxies for use at the 2016 annual meeting of stockholders of Resource America, which we refer to as the Meeting, to be held on June 2, 2016, at 9:00 a.m. at 1845 Walnut Street, 18^th Floor, Philadelphia, Pennsylvania, and at any and all adjournments thereof.

Mailing Date. In accordance with rules and regulations adopted by the Securities and Exchange Commission, or SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are now furnishing proxy materials to our stockholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless specifically requested. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy via the internet, telephone or by mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about April 22, 2016.

Who Can Vote. Only holders of record of our common stock at the close of business on April 15, 2016, will be entitled to notice of and to vote at the Meeting. Each of the 20,838,921 shares of our common stock issued and outstanding on that date is entitled to one vote on each matter that comes before the Meeting.

How to Vote - Proxy Instructions. If you are a holder of record of Resource America common stock, you may vote your shares over the Internet, by telephone, by using a traditional proxy card or in person at the Meeting. Refer to the Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card to see which options are available to you and how to use them. Stockholders who hold their shares in “street name” will receive a Notice of Internet Availability of Proxy Materials from the institution that holds their shares and should follow the voting instructions given by that institution.

You may specify whether your shares should be voted for all, some or none of the nominees for director (Proposal 1); and you may further specify whether your shares should be voted for, against or whether you abstain from ratifying the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal 2).

If you do not specify how you want to vote your shares on your proxy card, or you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board of Directors, and your shares are not designated as broker non-votes, we will vote them “For” the election of all nominees for director as set forth in Proposal 1 below, and “For” ratification of approval of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 as set forth in Proposal 2 below.

Broker Non-Votes. A broker “non-vote” occurs when a nominee holder, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Generally banks and brokers may vote their customers’ shares on proposals considered “routine” and may not vote their customers’ shares on proposals that are not considered “routine” if the customers have not furnished voting instructions within a specified period of time prior to the annual meeting. Proposal 1 described below is not considered a “routine” matter. Proposal 2 described below is considered a “routine” matter.

Revocation of Proxies. If you are a holder of record, you may revoke your proxy at any time before it is exercised in any of three ways:

by submitting written notice of revocation to our Secretary;

by submitting another proxy by mail that is later dated and properly signed; or

by voting in person at the Meeting.

If your shares are held in street name, you must contact your broker or nominee to revoke voting instructions you have previously sent to the broker or nominee.

Quorum. A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if holders representing a majority of the votes entitled to be cast by the stockholders at the Meeting are present, in person or by proxy. Broker “non-votes” and abstentions are counted as present at the Meeting for purposes of determining whether a quorum exists. Under current Nasdaq Stock Market rules, broker non-votes will be counted as present for purposes of determining the existence of a quorum, but since they are neither a vote cast in favor of, nor a vote cast opposing, a proposed action, abstentions and broker non-votes typically will not be counted as a vote cast on any matter.

Required Vote. Under Delaware law and our bylaws, a nominee who receives a plurality of the votes cast at the Meeting will be elected as a director. The “plurality” standard means the nominees who receive the largest number of “for” votes cast are elected as directors. Thus, the number of shares not voted for the election of a nominee and broker non-votes will not affect the determination of whether that nominee has received the necessary votes for election. If any nominee is unable or declines to serve, proxies will be voted for the other nominee and for such person as shall be designated by the Board of Directors to replace the nominee who is unable or declines to serve. However, the Board of Directors does not anticipate that this will occur.

To approve the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2016, the affirmative vote of the holders of at least a majority of the shares present in person or by proxy at the Meeting is required. The number of shares not voted for approval and the number of abstention votes cast will be counted as votes against this proposal.

Householding of Proxy Materials. The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold common stock directly. Requests should be addressed to American Stock Transfer & Trust Company, 6201 15^th Avenue, Brooklyn, NY 11219, Attention: Shareholder Services Department, or by calling 1-800-937-5449 (718-921-8200 for foreign stockholders). We will promptly furnish a separate copy of the proxy statement upon a written or oral request by a stockholder currently subject to householding.

Other Business. We do not intend to bring any business before the meeting other than as set forth in the Notice of the Annual Meeting and described in this proxy statement. However, if any other business should properly come before the meeting, the persons named in the proxy card intend to vote in accordance with their best judgment on such business and on any matters dealing with the conduct of the meeting pursuant to the discretionary authority granted in the proxy.

Costs. We pay for the preparation and mailing of the Notice of the Annual Meeting and proxy statement. We also have made arrangements with brokerage firms and other custodians, nominees, and fiduciaries for forwarding proxy soliciting materials to the beneficial owners of our common stock at our expense. No employees have been specially engaged to solicit proxies.

SECURITY OWNERSHIP

The following table sets forth the number and percentage of shares of common stock owned, as of April 15, 2016, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding shares of our common stock, (b) each of our present directors, (c) each of our named executive officers, and (d) all of the named executive officers and directors as a group. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares of common stock issuable pursuant to options or warrants exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person. Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such person.


	Common stock
	Amount and nature of beneficial ownership			Percent of class
Beneficial owner Directors⁽¹⁾
Michael J. Bradley		45,044	⁽³⁾⁽⁴⁾		*
Carlos C. Campbell		71,928	^(2)(3)(4)		*
Edward E. Cohen		3,008,600	^(5)(7)(8)(9)		14.44	%
Jonathan Z. Cohen		3,373,416	^(5)(7)(8)(9)		16.19	%
Donald W. Delson		0			*
Hersh Kozlov		89,367	⁽³⁾⁽⁴⁾		*
Andrew M. Lubin		70,653	^(2)(3)(4)		*
Richard Reiss, Jr. John S. White		0 70,813	^(2)(3)(4)		* *
Non-director executive officers⁽¹⁾
Jeffrey D. Blomstrom		202,910	⁽⁵⁾⁽⁶⁾		*
Jeffrey F. Brotman		284,426	⁽⁵⁾⁽⁶⁾		1.36	%
Thomas C. Elliott		280,852	⁽⁵⁾⁽⁶⁾		1.35	%
Alan F. Feldman		429,559	⁽⁵⁾⁽⁶⁾		2.06	%
Arthur J. Miller		32,505	⁽⁵⁾⁽⁶⁾		*
Michael S. Yecies		105,525	⁽⁵⁾⁽⁶⁾		*
All named executive officers and directors as a group (15 persons)		6,532,035	^{(2)(3)(4)(5)(6)(7)(8)(9)}		30.87	%
Other owners of more than 5% of outstanding shares
Leon G. Cooperman		2,679,187	⁽¹⁰⁾		12.86	%
Dimensional Fund Advisors LP		1,501,348	⁽¹¹⁾		7.20	%

*	Less than 1%

(1)	The address for all our directors and officers is One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112.

(2)	Includes vested units representing the right to receive one share of common stock per unit granted under our 1997 Non-Employee Directors Deferred Stock and Deferred Compensation Plan in the following amounts: Mr. Campbell – 34,690 units; Mr. Lubin – 34,690 units; and Mr. White – 34,690 units.

(3)

Includes vested units representing the right to receive one share of common stock per unit granted under our 2002 Non-Employee Directors Deferred Stock and Deferred Compensation Plan in the following amounts: Mr. Bradley – 22,361 units; Mr. Campbell – 26,761 units; Mr. Kozlov – 20,756 units; Mr. Lubin – 26,761 units; and Mr. White – 26,761 units.

(4)

Includes vested units representing the right to receive one share of common stock per unit granted under our 2012 Non-Employee Directors Deferred Stock Plan in the following amounts: Mr. Bradley – 7,683 units; Mr. Campbell – 8,362 units; Mr. Kozlov – 8,411 units; Mr. Lubin – 8,362 units; and Mr. White – 8,362 units.

(5)

Includes shares allocated under our Investment Savings Plan, or 401(k) plan, in the following amounts: Mr. Blomstrom – 1,435 shares; Mr. Brotman – 24,399 shares; Mr. E. Cohen – 26,182 shares; Mr. J. Cohen – 65,487 shares; Mr. Elliott – 42,954 shares; Mr. Feldman – 42,192 shares; Mr. Miller – 16,062 shares; and Mr. Yecies – 8,826 shares, as to which each has voting power.

(6)

Includes shares issuable on exercise of options granted under our Amended and Restated Omnibus Equity Compensation Plan in the following amounts: Mr. Blomstrom – 5,000 shares; Mr. Brotman – 30,000 shares; Mr. Elliott – 5,000 shares; Mr. Feldman – 5,000 shares; Mr. Miller – 3,000 shares; and Mr. Yecies – 5,000 shares.

(7)	Includes 1,487,313 shares held by a private charitable foundation of which Messrs. E. Cohen and J. Cohen serve as co-trustees. Messrs. E. Cohen and J. Cohen disclaim beneficial ownership of these shares.

(8)	Includes 46,250 shares held in trusts for the benefit of Mr. E. Cohen’s spouse and/or children. Mr. E. Cohen disclaims beneficial ownership of these shares.

(9)	Includes 46,250 shares held in a trust of which Mr. J. Cohen is a co-trustee and co-beneficiary.

(10)	This information is based on Form 13D filed with the SEC on December 24, 2015. Mr. Cooperman’s address is 11431 W. Palmetto Park Road, Boca Raton, FL 33428.

(11)	This information is based on Form 13G filed with the SEC on February 9, 2016. Dimensional Fund Advisors’ address is 6300 Bee Cave Road, Building One, Austin, TX 78746.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, requires our directors, executive officers, and greater-than-10% stockholders to file reports with the SEC. SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of these reports, we believe that the filing requirements for all of these reporting persons were complied with during fiscal 2015.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three classes with directors in each class serving three-year terms. Three directors are to be elected at the Meeting to serve until the 2019 annual meeting.

The Board of Directors recommends that stockholders vote “FOR” the following nominees: Michael J. Bradley, Edward E. Cohen and Andrew M. Lubin.

The persons named in the enclosed proxy intend, in the absence of a contrary direction, to vote for Messrs. Bradley, E. Cohen and Lubin. Should any nominee become unable or refuse to accept nomination or election as a director, it is intended that the persons named as proxies will vote for the election of such other person as the Board of Directors may recommend. The Board of Directors knows of no reason why any nominee might be unable or refuse to accept nomination or election.

Information is set forth below regarding the principal occupation of each nominee and each of our other directors. There are no family relationships among the nominees and our directors except that Jonathan Z. Cohen, our President and Chief Executive Officer and a director, is a son of Edward E. Cohen, the Chairman of our Board of Directors.

Nominees for Election for a Three-Year Term Expiring at the 2019 Annual Meeting:

Michael J. Bradley, 71. Member of our Board of Directors since 2005. Co-owner and Managing Director of BF Healthcare, Inc. (a supplier of physician services to hospitals and assisted living facilities) from 1999 to 2013. Director of The Bancorp, Inc. (a publicly-traded bank holding company) since 2005. Managing Board Member of Atlas Pipeline Partners GP, LLC from 2004 to 2005. Chairman of the Board of First Executive Bank from 1988 to 1998 and Vice Chairman of First Republic Bank from 1998 to 2003. Lead independent director of Sourcecorp, Inc. (a publicly-traded business process outsourcing company) from 1996 to 2008. Chief Executive Officer of Thomas Jefferson University Hospital from 1984 to 1990. The Board of Directors concluded that Mr. Bradley, a certified public accountant, should serve as a director due to his extensive professional and leadership experience in the financial services industry (a principal focus of our business), his financial expertise, his experience in funding and operating service-oriented businesses and his ten years of experience as one of our directors.

Edward E. Cohen, 77. Member of our Board of Directors since 1988. Chairman of our Board since 1990. Chief Executive Officer from 1988 to 2004. President from 2000 to 2003. Chairman of the Board of Resource Capital Corp. from its formation in 2005 to November 2009 and director since November 2009. Chairman of the Board and Chief Executive Officer of Atlas Growth Partners GP, LLC, the general partner of

Atlas Growth Partners, L.P., an emerging growth company in the oil and natural gas industry, since its inception in 2013. Chief Executive Officer of Atlas Energy Group, LLC (NYSE: ATLS) (formerly known as Atlas Resource Partners GP, LLC), a publicly-traded energy company, since February 2015, President from February 2015 to April 2015, and before that, Chairman and Chief Executive Officer since February 2012. Executive Chairman of Atlas Resource Partners , L.P. (NYSE: ARP), an oil and gas company, since August 2015. Chairman of the Board of the general partner of Atlas Energy, L.P. (“Atlas Energy”), an oil and gas company, from its formation in January 2006 until February 2011, when he became its Chief Executive Officer and President until its sale to Targa Resources Corp. in February 2015 (the “Atlas Energy Merger”). Chief Executive Officer of Atlas Energy’s general partner from its formation in January 2006 to February 2009. Chairman of the Board and Chief Executive Officer of Atlas Energy, Inc. (formerly known as Atlas America, Inc.),an oil and gas company, from its organization in 2000 until February 2011, and also President from September 2000 to October 2009. Executive Chair of the managing board of Atlas Pipeline Partners GP, LLC, the general partner of Atlas Pipeline Partners, L.P., a natural gas pipeline company, from its formation in 1999 until February 2015, and Chief Executive Officer from 1999 to January 2009. Chairman of the Board and Chief Executive Officer of Atlas Energy Resources, LLC and its manager, Atlas Energy Management, Inc., from their formation in June 2006 until February 2011. Chairman of the Board of Brandywine Construction & Management, Inc. (a property management company) since 1994. The Board of Directors concluded that Mr. Cohen should serve as a director due to his in depth knowledge of our businesses, the perspective he brings as our former Chief Executive Officer, his extensive directorial experience, his experience as a senior executive or director of financial services and asset management companies and his twenty-six years’ experience as one of our directors, including twenty-five years of experience as our Chairman.

Andrew M. Lubin, 69. Member of our Board of Directors since 1994. President of Delaware Financial Group, Inc. (a private real estate and investment consulting firm) since 1990. Director of Real Estate for the University of Delaware from 2010 to 2015. The Board of Directors concluded that Mr. Lubin should serve as a director due to his lengthy experience in real estate (a principal business of ours) and in the partnership syndication business (in which several of our businesses actively participate), his experience managing an investment firm and his twenty-one years of experience as one of our directors.

Continuing Directors to Serve until the 2017 Annual Meeting:

Carlos C. Campbell, 78. Member of our Board of Directors since 1990. President of Global 21, LLC (a strategic advisory firm) since 2011. President of Initiative Films, LLC (an independent film company) since 2011. President of C.C. Campbell and Company (a management consulting firm) from 1985 to 2011. Assistant Secretary of Commerce for Economic Development with United States Department of Commerce from 1981 to 1984. Director of PICO Holdings, Inc. (a publicly-traded diversified holding company) since 1998. Director of Herley Industries, Inc. (a publicly-traded RF/microwave solutions company) from 2005 to 2011. Named to the National Association of Corporate Directors’ 2011 Directorship 100, recognizing his work promoting the highest standards of corporate governance. The Board of Directors concluded that Mr. Campbell should serve as a director due to his demonstrated and recognized excellence as a public company director, his extensive business experience and corporate governance expertise and his twenty-five years of experience as one of our directors.

Hersh Kozlov, 68. Member of our Board of Directors since January 2007. Partner at Duane Morris LLP (an international law firm) since 2009. Partner at Wolf, Block, Schorr and Solis-Cohen LLP (a law firm) from 2001 to 2009. Presidential appointee to national Advisory Committee for Trade Policy and Negotiations from 2002 to 2004. Director of The Bancorp, Inc. (a publicly-traded bank holding company) since January 2014. The Board of Directors concluded that Mr. Kozlov should serve as a director due to his extensive legal experience with respect to corporate and financial matters, his understanding of complex transactions and business structures, his experience as a national trade policy advisor and his experience as one of our directors for eight years.

Richard Reiss, Jr., 72. Member of our Board of Directors since January 2016. Chairman of Georgica Advisors (an investment management firm) and its affiliated entities, Reiss Capital Management and Value Insight Partners, since 1997. Lead independent director of Lazard Funds (investment funds) since 1984. Director of O’Charley’s (restaurant chain) from 1984 to 2013. Managing Partner of Cumberland Associates and its affiliates from 1978 to 1997. The Board of Directors concluded that Mr. Reiss should serve as a director due to the depth and breadth of his experience in asset management and investments and his significant experience as a director of public and private companies and not for profit organizations.

Continuing Directors to Serve until the 2018 Annual Meeting:

Jonathan Z. Cohen, 45. Member of our Board of Directors since 2002. President since 2003 and Chief Executive Officer since 2004. Chief Operating Officer from 2002 to 2004. Executive Vice President from 2001 to 2003. Senior Vice President from 1999 to 2001. Chief Executive Officer, President and a Director of Resource Capital Corp. (a publicly-traded real estate investment trust managed by us) since its formation in 2005. Executive Vice Chairman of the Board of Directors of Atlas Growth Partners GP, LLC, the general partner of Atlas Growth Partners, L.P., an emerging growth company in the oil and natural gas industry, since its inception in 2013. Executive Chairman of the Board of Atlas Energy Group, LLC (NYSE: ATLS) (formerly known as Atlas Resource Partners GP, LLC), a publicly-traded energy company, since February 2015, and before that, Vice Chairman from February 2012. Executive Vice Chairman of Atlas Resource Partners, L.P. (NYSE: ARP) since August 2015. Executive Chairman of the Board of Atlas Energy, L.P.’s general partner from January 2012 until the Atlas Energy Merger in February 2015. Chairman of the Board of Atlas Energy’s general partner from February 2011 until January 2012 and Vice Chairman of the Board of its general partner from its formation in January 2006 until February 2011. Chairman of the executive committee of Atlas Energy’s general partner from 2006 until the Atlas Merger in in February 2015. Vice Chairman of the Board of Atlas Energy, Inc. from its incorporation in September 2000 until February 2011. Executive Vice Chair of the managing board of Atlas Pipeline Partners GP, LLC from its formation in 1999 until February 2015. Vice Chairman of the Board of Atlas Energy Resources, LLC and its manager, Atlas Energy Management, Inc., from their formation in June 2006 until February 2011. The Board of Directors concluded that Mr. Cohen should serve as a director based upon his extensive experience in senior executive capacities with us and other public companies, including eleven years’ experience as our Chief Executive Officer and his expertise in real estate, financial funds management and commercial finance, our principal businesses.

Donald W. Delson, 65. Member of our Board of Directors since March 2012. Senior Advisor at Keefe, Bruyette & Woods, Inc. from February 2009 until August 2011. Managing Director, Corporate Finance Group at Keefe, Bruyette & Woods, Inc. from 1997 to February 2009. Managing Director in the Corporate Finance Group at Alex. Brown & Sons from 1982 to 1997. Member of the Board of Directors of WSFS Bank since February 2009. Member of the Board of Directors of Atlas Energy, Inc. from February 2004 until its sale in February 2011. Member of the Managing Board of Atlas Pipeline Partners GP from June 2003 until May 2004. The Board of Directors concluded that Mr. Delson should serve as a director due to the depth and breadth of his experience in investments, operations and finance, his understanding of complex financial transactions and products and his experience as a board member of public companies.

John S. White, 76. Member of our Board of Directors since 1993. Member of the Board of Managers of Carey Financial, LLC (a broker/dealer subsidiary of W.P. Carey, Inc., a global net-lease REIT) since May 2013. Independent financial advisor offering private wealth management services to individuals and corporations from 2009 to 2012. Executive Director of the Investment Program Association (a national trade association) from 2007 to 2009. Consultant in the financial services industry from 2006 to 2007. Senior Vice President of Royal Alliance Associates, Inc. (an independent broker/dealer subsidiary of Advisor Group) from 2002 to 2006. Chief Executive Officer and President of DCC Securities Corporation (a securities brokerage firm) from 1989 to 2002. The Board of Directors concluded that Mr. White should serve as a director due to his extensive experience and leadership in the investment program industry (in which several of our businesses actively participate), twenty-two years of experience as one of our directors and his many years of related business management experience.

Non-Director Executive Officers

Our Board of Directors appoints officers each year at its annual meeting following the annual meeting of stockholders and from time to time thereafter as necessary.

Jeffrey D. Blomstrom, 47. Senior Vice President since March 2013. President and Managing Director of Resource Financial Fund Management, Inc. (our wholly-owned asset management subsidiary) since 2003. Senior Vice President – CDO Structuring of Resource Capital Corp. since March 2005. Managing Director at Cohen and Company (a Philadelphia-based investment bank specializing in the financial services sector) from 2001 to 2003. Senior Vice President of iATMglobal.net (an ATM software development company) from 2000 to 2001. Attorney at Covington & Burling (an international law firm) from 1999 to 2000.

Jeffrey F. Brotman, 52. Executive Vice President since June 2007. Co-founder of Ledgewood, P.C. (a Philadelphia-based law firm) and affiliated with the firm from 1992 until June 2007, serving as managing partner from 1995 until March 2006. Non-active certified public accountant and an Adjunct Professor at the University of Pennsylvania Law School. Chairman of the Board of Directors of TRM Corporation (a publicly-traded consumer services company) from September 2006 until September 2008 and President and Chief Executive Officer from March 2006 through June 2007.

Thomas C. Elliott, 43. Chief Financial Officer since December 2009 and Senior Vice President since 2005. Senior Vice President – Finance and Operations from 2006 to December 2009. Senior Vice President – Finance from 2005 to 2006. Vice President – Finance from 2001 to 2005. Chief Financial Officer, Chief Accounting Officer and Treasurer of Resource Capital Corp. from 2005 to 2006 and Senior Vice President – Finance and Operations since 2006. From 1997 to 2001, Mr. Elliott held various financial positions at Fidelity Leasing, Inc. (a former equipment leasing subsidiary of ours), including Manager of Financial Planning, Director of Asset Securitization and Treasurer.

Alan F. Feldman, 52. Senior Vice President since 2002. Chief Executive Officer of Resource Real Estate, Inc. since 2004. Vice President at Lazard Freres & Co. (an investment bank) from 1998 to 2002. Executive Vice President at PREIT-Rubin, Inc. (the management subsidiary of Pennsylvania Real Estate Investment Trust, a publicly-traded real estate investment trust) and its predecessor, The Rubin Organization, from 1992 to 1998.

Arthur J. Miller, 56. Vice President and Chief Accounting Officer since 2004. Chief Accounting Officer at Destination Maternity, Inc. (a national retailer/manufacturer of maternity wear) from 1999 to 2004. Vice President, Controller and Chief Accounting Officer of CAI Wireless Systems, Inc. (a wireless telecommunications company) from 1995 to 1999. Mr. Miller is a certified public accountant.

Michael S. Yecies, 48. Senior Vice President since 2005 and Chief Legal Officer and Secretary since 1998. Vice President from 1998 to 2005. Senior Vice President since 2007 and Chief Legal Officer and Secretary of Resource Capital Corp. since 2005. Chief Legal Officer and Secretary of Atlas Energy, Inc. and its predecessors (a publicly-traded energy company formerly owned by us) from 1998 to 2006. Chief Legal Officer and Secretary of Atlas Pipeline Partners GP, LLC from its formation in 1999 to 2006. Attorney at Duane Morris LLP (an international law firm) from 1994 to 1998.

Other Significant Employees

David E. Bloom, 51. Senior Vice President since 2001. President of Resource Capital Partners, Inc. (a wholly-owned real estate subsidiary) from 2002 to 2006. President of Resource Real Estate, Inc. (a wholly-owned real estate subsidiary) since 2004. Senior Vice President – Real Estate Investments of Resource Capital Corp. since 2005. Senior Vice President at Colony Capital, LLC (an international real estate opportunity fund) from 1999 to 2001. Director at Sonnenblick-Goldman Company (a real estate investment bank) from 1998 to 1999. Attorney at Willkie Farr & Gallagher (an international law firm) from 1996 to 1998.

Kevin M. Finkel, 44. Senior Vice President since 2013 and Vice President from 2008 to 2013. President of Resource Capital Partners, Inc. (a wholly-owned real estate subsidiary) since 2006, and Vice President and Director of Acquisitions from 2004 to 2006. Executive Vice President of Resource Real Estate, Inc. since 2008, Director of Acquisitions since 2004 and Vice President from 2004 to 2008. Joined Resource America as a consultant in 2002. Vice President – Real Estate Investments of Resource Capital Corp. since 2006. Investment Banking Associate at Barclays Capital from 1998 to 2000. Investment Banking Associate and Analyst at Deutsche Bank Securities from 1994 to 1998.

CORPORATE GOVERNANCE

Our Board of Directors and Its Committees

The Board of Directors held twelve meetings during fiscal 2015. Each of the directors attended over 75% of the Board meetings and meetings of the committees on which they served during fiscal 2015.

The Board of Directors has determined that Messrs. Bradley, Campbell, Delson, Kozlov, Lubin, Reiss and White each satisfy the independence requirements of NASDAQ rules.

The Board of Directors has a standing Audit Committee, Compensation Committee, Executive Committee, Investment Committee, and Nominating and Corporate Governance Committee. All of the members of each Board committee are independent directors, except for the Executive Committee.

Audit Committee. The Audit Committee reviews the scope and effectiveness of audits by our independent registered public accountants, is responsible for the engagement of independent registered public accountants, and reviews the adequacy of our internal control over financial reporting. The committee held four meetings during fiscal 2015. The committee currently consists of three directors: Messrs. Lubin (Chairman), Bradley and Campbell. The Board of Directors has determined that Mr. Bradley, is an “audit committee financial expert” as defined by SEC rules. The committee has adopted an Audit Committee Charter, which is available on our website at www.resourceamerica.com. The committee reviews and reassesses the adequacy of the Audit Committee Charter on an annual basis.

Compensation Committee. The Compensation Committee establishes and monitors compensation levels for our officers and administers our stock option and equity compensation plans. The committee held two meetings during fiscal 2015. The committee has adopted a Compensation Committee Charter, which is available on our website at www.resourceamerica.com. The committee currently consists of three directors: Messrs. Campbell (Chairman), Kozlov and White.

Executive Committee. The Executive Committee may exercise the powers and authority of the Board, subject to certain limitations and restrictions relating to fundamental corporate matters, during the intervals between meetings of the Board, usually when timing is critical. The Executive Committee was formed by the Board on December 14, 2011 and has not held any meetings to date. The committee currently consists of three directors: Messrs. E. Cohen (Chairman), J. Cohen and Bradley. The committee has adopted an Executive Committee Charter, which is available on our website at www.resourceamerica.com.

Investment Committee. The Investment Committee assists the Board in monitoring our investments and in reviewing and approving our proposed investments at the Board’s request. Prior to December 14, 2011, we had a Corporate Governance and Investment Committee and a separate Nominating Committee. Pursuant to actions taken by the Board on December 14, 2011, we now have a Nominating and Corporate Governance Committee and a separate Investment Committee. The committee currently consists of three directors: Messrs. Delson (Chairman), Lubin and White. The committee did not hold any meetings during fiscal 2015. The committee has adopted an Investment Committee Charter, which is available on our website at www.resourceamerica.com.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee recommends persons for nomination as our directors and reviews all of our corporate governance procedures. The committee has adopted a Nominating and Corporate Governance Committee Charter, which is available on our website at www.resourceamerica.com. The committee held one meeting during fiscal 2015. The committee currently consists of three directors: Messrs. Kozlov (Chairman), Campbell and Lubin.

The Nominating and Corporate Governance Committee has not adopted policies regarding specific minimum qualifications or specific qualities or skills that must be met by a recommended nominee. The committee seeks to insure that the membership of the Board and each committee satisfies all relevant NASDAQ listing requirements, applicable laws and the requirements of our governance documents. The committee also seeks to achieve a Board that has members with a mixture of skills and experience relevant to our principal businesses. As a result, the nature of the specific qualifications, qualities or skills that the committee may look for in any particular director nominee depends on the qualifications, qualities and skills of the rest of the directors, and the nature of our business operations, at the time of any vacancy on the Board.

The Nominating and Corporate Governance Committee identifies director nominees by first evaluating the current members of the Board willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination,

balancing the value of continuity of service by existing members of the Board with that of obtaining members with new perspectives. If any member of the Board does not wish to continue in service, if the committee or Board decides not to re-nominate a member for re-election, or if we decide to expand the Board, the committee identifies the desired skills and experience of a new nominee consistent with the committee’s criteria for Board service and recommends candidates. The committee considers candidates suggested by its members, other Board members, management and, as discussed in the next paragraph, stockholders. The committee has the authority to retain one or more search firms to assist in the identification process, but has not done so to date. The committee does not have a formal policy regarding the consideration of diversity in identifying candidates beyond being committed to ensuring that no person would be excluded from consideration for service as a director of ours as a result of his or her gender, race, religion, creed, sexual orientation or disability.

Stockholder Recommendations for Director Nominees. The Nominating and Corporate Governance Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources. In evaluating candidates, the committee considers the attributes of the candidate and the mixture of skills and experience of the members of the Board, and will review all candidates in the same manner, regardless of the source of the recommendation. The committee will consider nominees recommended by holders of our common stock for the 2017 annual meeting of stockholders if submitted in writing to our Secretary at our Philadelphia address stated herein in accordance with our bylaws and rules promulgated by the SEC. See “Stockholder Proposals for the 2017 Annual Meeting” for information concerning nominations by stockholders.

Communication with the Board. Any stockholder who wishes to send a communication to our Board of Directors or any specific director should mail such communication to our Secretary at our Philadelphia address stated herein. Beneficial owners must include in their communication a good faith representation that they are beneficial owners of our common stock. Our Secretary will promptly forward all such stockholder communications to the Chairman of the Board of Directors or, with respect to a communication to a specific director, to that director.

Attendance at Annual Meetings. We do not have a formal policy regarding board member attendance at our annual meeting of stockholders. All of our board members attended last year’s annual meeting of stockholders and we anticipate that all of them will attend the Meeting.

Board of Directors Leadership Structure and Role in Risk Oversight

The Board of Directors and its committees have responsibility for evaluating how our company’s executive team manages the varying risks that confront us. As part of its responsibility, the Board determines whether the risk management process implemented by management is adapted to our company’s strategies and is functioning as designed. To assist the Board in assessing our risk management process, at each regularly scheduled board meeting management makes a presentation to the Board about its current and proposed operations to give the Board information necessary to evaluate the executive team’s management of risk and to allow the Board the opportunity to have answered any questions it may have concerning the risk management process. In addition, each of the committees considers the risks within its areas of responsibility. The Audit Committee, along with members of management, monitors information with respect to our financial risks, including internal controls, liquidity and other financial matters, as well as potential conflicts of interest. The Nominating and Corporate Governance Committee, together with the full Board of Directors, oversees risks relating to our corporate governance matters. The Compensation Committee is responsible for evaluating the risks relating to our executive and director compensation programs, as well as our overall compensation practices and benefit plans and how they affect our overall risk profile.

Currently the positions of Chairman of the Board and Chief Executive Officer are held by separate people, with the Chairman being the former Chief Executive Officer. The Board of Directors believes that the current separation of the Chairman and Chief Executive Officer roles allows the Chief Executive Officer to focus his time and energy on managing and operating our company while permitting our company to take advantage of the broad business experience, company knowledge and financial business perspectives of the Chairman.

In April 2015 the Board established the position of Lead Director, and appointed Hersh Koslov to fill the role. The Lead Director serves as the primary liaison between the independent members of the Board and management.

Code of Ethics

We have adopted a code of business conduct and ethics applicable to all directors, officers and employees. We will provide a copy of our code of conduct to any person without charge, upon request. Any such request should be directed to our Secretary at our Philadelphia address stated herein. Our code of ethics is also available on our website: www.resourceamerica.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code by posting such information on our website, unless otherwise required by applicable law or regulation.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consisted of Messrs. Campbell, Kozlov and White during fiscal 2015. None of such persons was an officer or employee of ours or any of our subsidiaries during fiscal 2015 or was formerly an officer of ours. None of our executive officers has been a director or executive officer of any entity of which any member of the Compensation Committee has been a director or executive officer during fiscal year 2015.

Report of the Audit Committee

The Audit Committee has approved the following report:

In connection with its function of overseeing and monitoring Resource America, Inc.’s financial reporting process, and the filing of Resource America’s annual report on Form 10-K for the year ended December 31, 2015, or the annual report, the Audit Committee has:

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reviewed and discussed Resource America’s consolidated financial statements included in the annual report with Resource America’s management;

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discussed with Resource America’s independent registered public accountants those matters which are required to be discussed by the Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended, as adopted by the Public Company Accounting Oversight Board;

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received the written disclosures and the letter from Resource America’s independent registered public accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, and discussed with the independent registered public accountants their independence; and

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recommended to the Board of Directors that the consolidated audited financial statements be included in the annual report.

The Audit Committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent Resource America specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The Audit Committee of the Board of Directors:

Andrew M. Lubin, Chairman

Michael J. Bradley

Carlos C. Campbell

2015 NON-EMPLOYEE DIRECTOR COMPENSATION

We compensate only non-employee directors for their services as directors. Our 2015 compensation package for non-employee directors was comprised of cash and deferred stock awards. The annual pay package is designed to attract and retain highly-qualified, independent professionals to represent our stockholders. Our compensation package is also designed to create alignment between our directors and our stockholders through the use of equity-based grants.

Cash. We pay our non-employee directors, other than our chairman, an annual cash retainer of $60,000. In addition, the audit committee chairman received an additional $20,000 in cash, the chairman of each other Board committee received an additional $5,000 in cash, and the lead director received an additional $20,000 in cash (pro-rated from April 1, 2015).

Deferred Stock Units. We award deferred stock units valued at $25,000 on the date of grant to each of our non-employee directors, other than our chairman, on the anniversary of the date each of them became a director. The deferred stock units are currently granted under our 2012 Non-Employee Director Deferred Stock Plan and represent the right to receive one share of our common stock for each unit awarded. Units vest on the later of: (i) the fifth anniversary of the date the recipient became a non-employee director and (ii) the first anniversary of the grant of those units, except that units will vest sooner upon a change in control or death or disability of a director, provided the director completed at least six months of service. Upon termination of service by a director, vested units will become issued common stock, but all unvested units will be forfeited.

The awards disclosed under the heading “Stock awards” in the table below consist of awards of our deferred stock units, disregarding any possible forfeitures as a result of failure to satisfy service conditions. The dollar amounts for the awards represent the compensation expense we recognized in 2015 under the Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation”, which we refer to as ASC 718. Refer to Note 16 to the consolidated financial statements included in our 2015 Form 10-K for a discussion of the relevant assumptions used in calculating the compensation expense. The recognized compensation expense of the stock-based awards for financial reporting purposes will likely vary from the actual amount the director ultimately receives based on the value of the shares at the time of termination of service as a director.

Compensation to our Chairman. We compensate our Chairman, Edward E. Cohen, differently than our other non-employee directors in recognition of his historic leadership role with our company and of the additional duties he undertakes, including meeting with investors and potential investors and providing strategic advice and direction. We award annual compensation to Mr. E. Cohen after the end of our fiscal year at the same time we make compensation awards to our executive officers. As described below under “Compensation Discussion and Analysis—Our Compensation Methodology,” we pay bonuses, and issue equity awards, early in the next calendar year, which is during our next fiscal year. For fiscal 2015, we paid Mr. E. Cohen $600,000 in cash for his services as our Chairman.

In 2004, Mr. E. Cohen retired as our Chief Executive Officer, having served in that role since 1988. Pursuant to provisions of his Employment Agreement, upon such retirement we began paying him Supplemental Employment Retirement Plan (SERP) benefits that accrued during his tenure as our Chief Executive Officer between 1988 and 2004. During fiscal 2015, these payments aggregated $837,500. Since his retirement as our Chief Executive Officer, Mr. E. Cohen has remained Chairman of our Board of Directors, in which capacity he has served since 1990.

2015 DIRECTOR COMPENSATION TABLE


Name	Fees earned or paid in cash ($)		Stock awards ($)			All other compensation ($)			Total ($)
Michael J. Bradley		60,000		25,000	⁽¹⁾		—			85,000
Carlos C. Campbell		65,000		25,000	⁽¹⁾		—			90,000
Edward E. Cohen		600,000		—			837,500	⁽²⁾		1,437,500
Donald W. Delson		65,000		25,000	⁽¹⁾		—			90,000
Hersh Kozlov		79,167		25,000	⁽¹⁾		—			104,167
Andrew M. Lubin		80,000		25,000	⁽¹⁾		—			105,000
John S. White		60,000		25,000	⁽¹⁾		—			85,000

(1)

The grant date fair value for awards made to Messrs. Bradley, Campbell, Delson, Kozlov, Lubin and White during fiscal 2015 was $25,000. As of December 31, 2015, each director held unvested deferred stock units in the following amounts: Mr. Bradley – 2,714; Mr. Campbell – 2,837; Mr. Delson – 11,254; Mr. Kozlov – 2,753; Mr. Lubin – 2,837; and Mr. White – 2,837.

(2)	Represents SERP payments earned during the year ended December 31, 2015.

COMPENSATION DISCUSSION AND ANALYSIS

We are required to provide information regarding the compensation program in place for our Chief Executive Officer, Chief Financial Officer and the three other most highly-compensated executive officers whose total compensation exceeds $100,000. In this proxy statement, we refer to our Chief Executive Officer, Chief Financial Officer and the other three most highly-compensated executive officers whose total compensation exceeds $100,000 as our named executive officers or NEOs. This section should be read in conjunction with the detailed tables and narrative descriptions under “Executive Compensation.”

Our Compensation Philosophy and Principles

We operate in competitive and challenging industries. We believe that the executive compensation program for our NEOs should be designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives and motivate them to contribute to our short- and long-term success. Our executive compensation program is driven by the following principles:

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Overall Objectives. Compensation should attract, retain and motivate executives who possess high-caliber skills and talents to achieve business success and to drive stockholder value.

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Pay for Performance. As employees assume greater responsibility, a larger portion of their total compensation should be “at risk” incentive compensation (both annual and long-term), subject to corporate, business unit and individual performance measures.

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Stockholder Alignment. Equity-based incentives are an effective method of facilitating an ownership culture and further aligning the interests of executives with those of our stockholders.

Our Compensation Methodology

Our Compensation Committee is responsible for setting and administering compensation programs for our executives. The committee has not retained an independent consultant to advise it on compensation matters because it believes that, given its members’ long experience with our company and understanding of our senior management’s individual efforts, they are fully capable of applying our compensation principles in determining NEO compensation. In addition, the committee believes that our diverse business makes it difficult to designate specific peers with which to directly compare the performance of our company and management. At the committee’s request, our Chief Executive Officer makes recommendations regarding the compensation package for each of our executives, other than himself, which are subject to full committee review and analysis.

The Compensation Committee generally determines compensation amounts after the end of our fiscal year. In the case of base salaries, it determines the amounts to be paid commencing January 1 of the calendar year immediately following the end of our fiscal year. In the case of annual bonus and long-term incentive compensation for an employee, the committee determines the amount of awards based on its evaluation of the employee’s performance during the then concluded fiscal year. In general, the committee determines a bonus amount in dollars for each executive and then allocates the bonus between cash and equity awards. We have historically determined and paid cash awards and issued equity awards for a particular fiscal year in January or February of the calendar year following the end of such fiscal year. For the fiscal year ended December 31, 2015, we issued equity awards in January and February 2016 and approved cash awards in January and February 2016 that will be paid quarterly in 2016. In addition, our committee has the discretion to issue equity and cash awards at other times during the fiscal year.

In addition, our chairman, NEOs and other employees who perform services for Resource Capital Manager, Inc., our subsidiary that manages Resource Capital Corp. (NYSE: RSO), which we refer to as RCC, may receive stock-based awards from RCC. These awards are approved by RCC’s compensation committee. Our Compensation Committee considers any such awards from RCC as part of their overall compensation package in assessing the compensation to be awarded by our company. RCC issued equity awards in January and February 2016 to several NEOs and other employees.

Elements of our Compensation Program

Our executive officer compensation package includes a combination of annual cash and long-term incentive compensation. Annual cash compensation is comprised of base salary plus cash bonus. Long-term incentives currently consist of a variety of equity awards.

Base Salary

Base salary is based on an assessment of individual performance relative to an individual’s responsibilities and objectives. Base salaries are not intended to compensate individuals for extraordinary performance or for above average company performance.

Bonus

Our Compensation Committee awards discretionary bonuses and performance-based bonuses, which are generally based on our overall performance during the preceding year and the individual’s contribution to that performance. However, the committee has the discretion to award bonuses as the result of particular events that the individual had a material role in bringing about.

Discretionary—Discretionary bonuses are intended to reward individual and group performance.

Performance-Based—Our Annual Incentive Plan for Senior Executives, which we refer to as our Annual Incentive Plan, provides for the grant of performance-based awards to selected executive employees. The plan provides awards for the achievement of predetermined, objective performance measures over a specified 12-month performance period, generally our fiscal year. Awards under the plan are paid in cash or stock or a combination of cash and stock. The officer may elect to defer payment or issuance of the award. The plan limits the amount of annual compensation to be paid to any individual under the plan to $6,000,000 per year. The Compensation Committee believes that stockholder interests are best served by not restricting its discretion and flexibility in crafting compensation, even if the compensation amounts result in non-deductible compensation expense. Therefore, the committee reserves the right to approve compensation that is not fully deductible.

During fiscal 2015, the Compensation Committee approved the following performance criteria for our NEO’s 2015 bonuses. Such performance criteria were unchanged from prior fiscal years, except that one such criterion – after tax return on equity – was replaced by increase in revenues. The following performance measures are aggregated such that the total of each measure equals the total compensation payable under the Annual Incentive Plan:

•

Before tax return on equity. 15% of bonus calculation based on return on investment from continuing operations before taxes and extraordinary items, which we refer to as ROE, calculated as our income from continuing operations before taxes and before extraordinary items for the fiscal year, divided by the average stockholders’ equity for the fiscal year. Average stockholders’ equity is the previous fiscal year’s ending stockholders’ equity plus the current year’s ending stockholders’ equity divided by 2.


ROE	Maximum bonus based on performance goal	Committee range of discretion to reduce maximum bonus
under 12%	100% of base salary x 15%	Can reduce to 0% from 100% of base salary x 15%
at least 12% but less than 17%	250% of base salary x 15%	Can reduce to 101% from 250% of base salary x 15%
at least 17% but less than 22%	399% of base salary x 15%	Can reduce to 251% from 399% of base salary x 15%
22% or more	600% of base salary x 15%	Can reduce to 400% from 600% of base salary x 15%

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Increase in revenues. 15% of bonus calculation based on increase in revenues, calculated as (i) the increase in revenues as reported in our Annual Report on Form 10-K from that of the prior fiscal year to that for the current fiscal year, divided by (ii) the revenues as of the prior fiscal year.


Increase in revenues	Maximum bonus based on performance goal	Committee range of discretion to reduce maximum bonus
under 5%	100% of base salary x 15%	Can reduce to 0% from 100% of base salary x 15%
at least 5% but less than 12.5%	250% of base salary x 15%	Can reduce to 101% from 250% of base salary x 15%
at least 12.5% but less than 20%	399% of base salary x 15%	Can reduce to 251% from 399% of base salary x 15%
20% or more	600% of base salary x 15%	Can reduce to 400% from 600% of base salary x 15%

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Increase in EBITDA. 35% of bonus calculation based on increase in earnings before interest, taxes, depreciation, amortization and other non-cash items, which we refer to as EBITDA, calculated as (i) the amount by which EBITDA for the current fiscal year exceeds EBITDA for the prior fiscal year, divided by (ii) EBITDA for the prior fiscal year.


Increase in EBITDA	Maximum bonus based on performance goal	Committee range of discretion to reduce maximum bonus
under 15%	100% of base salary x 35%	Can reduce to 0% from 100% of base salary x 35%
at least 15% but less than 22.5%	250% of base salary x 35%	Can reduce to 101% from 250% of base salary x 35%
at least 22.5% but less than 30%	399% of base salary x 35%	Can reduce to 251% from 399% of base salary x 35%
30% or more	600% of base salary x 35%	Can reduce to 400% from 600% of base salary x 35%

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Stock price appreciation. 15% of bonus calculation based on common stock price appreciation, calculated based on (i) the increase in the closing price of our common stock from the last day of the prior fiscal year to the last day of the current fiscal year, divided by (ii) the common stock price on the last day of the prior fiscal year. The per share common stock price is adjusted to take into account any stock splits and other mandatory anti-dilution adjustments made to outstanding equity awards under our long-term incentive plan.


Stock price appreciation	Maximum bonus based on performance goal	Committee range of discretion to reduce maximum bonus
under 5%	100% of base salary x 15%	Can reduce to 0% from 100% of base salary x 15%
at least 5% but less than 12.5%	250% of base salary x 15%	Can reduce to 101% from 250% of base salary x 15%
at least 12.5% but less than 20%	399% of base salary x 15%	Can reduce to 251% from 399% of base salary x 15%
20% or more	600% of base salary x 15%	Can reduce to 400% from 600% of base salary x 15%

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Increase in assets under management. 20% of bonus calculation based on increase in assets under management, calculated as (i) the increase in assets under management as reported in our Annual Report on Form 10-K from that of the prior fiscal year to that for the current fiscal year, divided by (ii) the assets under management as of the prior fiscal year.


Increase in assets under management	Maximum bonus based on performance goal	Committee range of discretion to reduce maximum bonus
under 15%	100% of base salary x 20%	Can reduce to 0% from 100% of base salary x 20%
at least 15% but less than 22.5%	250% of base salary x 20%	Can reduce to 101% from 250% of base salary x 20%
at least 22.5% but less than 30%	399% of base salary x 20%	Can reduce to 251% from 399% of base salary x 20%
30% or more	600% of base salary x 20%	Can reduce to 400% from 600% of base salary x 20%

The Compensation Committee calculated an initial award amount for Mr. J. Cohen based on these matrices. The Compensation Committee had discretion to reduce, but not increase, the initial award amount as permitted under Code Section 162(m), based on the applicable reduction range set forth above. In addition, the Compensation Committee had discretion to reduce, but not increase, the award amount based on its assessment of qualitative factors, such as the following:

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achievement/advancement of our company’s strategy

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compliance with legal requirements and ethical standards

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community relations

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customer/shareholder satisfaction

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leadership development and team building

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ethics

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risk assessment

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management and oversight skills

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succession planning

Long-Term Incentives

General. Long-term incentive awards are intended to align the interests of our executives with the interests of our stockholders over a multi-year period by motivating and rewarding creation and preservation of long-term stockholder value. The level of long-term incentive compensation is determined in conjunction with total compensation provided to our NEOs based on the goals of our compensation program. Long-term incentive awards include restricted stock, stock options and other stock-based awards under our Amended and Restated Omnibus Equity Compensation Plan, which we refer to as our “Equity Compensation Plan”.

Restricted Stock. Restricted stock units reward stockholder value creation slightly differently than stock options: restricted stock units are impacted by all stock price changes, both increases and decreases. Restricted stock units generally vest 25% per year and include a right to receive dividends on unvested shares. Since the adoption of our Equity Compensation Plan in 2005 and the promulgation of accounting rules requiring recognition of expense for stock options, our committee has generally granted restricted stock to our NEOs rather than stock options. Our insider trading policy prohibits hedging or pledging our common stock.

Performance-Based Stock Units. Performance-based stock units are awards of restricted stock under our Equity Compensation Plan that vest based on the achievement of predetermined, objective performance goals over a multi-year performance period. There were no performance-based stock units awarded to any of our NEOs in fiscal 2015 and there are no outstanding performance-based stock units as of the date hereof for any of our NEOs.

Stock Options. Since the adoption of our Equity Compensation Plan in 2005 we have not regularly issued stock options to our NEOs. The Compensation Committee has delegated to our Chief Executive Officer the authority to issue up to 5,000 options per person to our employees and employees of our subsidiaries. Stock options are issued periodically to such employees at an exercise price of no less than the market price of our common stock on the date of grant, have a life up to 10 years and typically vest 25% on each anniversary of the option grant.

RCC Restricted Stock. Our subsidiary, Resource Capital Manager, manages RCC. As described above under “Our Compensation Methodology,” RCC’s compensation committee approves awards of RCC restricted stock to our Chairman and employees who perform services for Resource Capital Manager. These awards generally vest 33-1/3% per year and include a right to receive dividends on unvested shares.

Post-Termination Compensation

Some of our NEOs have contractual arrangements which specify payments if their employment is terminated. The type and amount of payments vary by executive and the nature of the termination. For more information, please see “Employment Agreements and Potential Post-Employment Payments.”

Retirement and Other Benefits

Our NEOs participate in the full range of benefits and are covered by the same plans and on the same terms as provided to our other employees. In addition, our NEOs are entitled to termination payments pursuant to their employment agreements, as described below under “Employment Agreements and Potential Post-Employment Payments.”

Savings Plan

Our 401(k) Plan offers eligible employees the opportunity to make long-term investments on a regular basis through salary contributions, which are supplemented by our matching contributions in the form of cash or our common stock. During fiscal year 2015, we matched employee contributions at the option of the employee in cash or by issuance of our common stock up to a maximum of the lesser of (a) 4% of the employee’s cash compensation and (b) $10,600. While participation in this plan is at the discretion of the qualified employee, the intent again was to reward all employees, including NEOs, based on our long-term success as measured by stockholder return.

How We Determined 2015 Compensation Amounts

Base Salary

The Compensation Committee considered the performance of the Chief Executive Officer and maintained Mr. J. Cohen’s base salary of $750,000 for 2015 at the same level as 2014. However, with Mr. J. Cohen’s consent, in recent years a portion of Mr. J. Cohen’s RCC stock grants was attributed to Mr. J. Cohen’s base salary. In 2015 that portion was $150,000, and we paid $600,000 of his base salary in cash and, to the extent that RCC determined to grant Mr. J. Cohen RCC stock awards, the first $150,000 of such award was attributed to his base salary.

The Compensation Committee also considered the performance of the other NEOs and increased each of their base salaries from $350,000 in 2014 to $375,000 in 2015. The Compensation Committee determined this was appropriate as the amounts had not been adjusted for several years and the performance of the NEOs warranted an increase.

Bonus and Incentive Award

Our Compensation Committee considered our company’s performance, the individual achievements of our CEO and other NEOs, the desire to provide future incentive and alignment of interests through stock awards, the determination of the RCC Compensation Committee to issue some of our NEOs RCC stock awards, and the strategy, skill and success of our CEO, other NEOs and other employees in managing RCC. RCC’s success and growth directly and materially impacts us through increased base and incentive management fees and through dividends and capital appreciation of RCC shares we own. Since RCC has no employees, our employees, through a management agreement, provide all management of RCC.

Our Compensation Committee considered our performance and accomplishments during the fiscal year ended December 31, 2015, including continued improvement in profitability and liquidity, increased assets under management, development of new products, expansion and growth of core existing products, particularly Resource Real Estate Opportunity REIT, Resource Real Estate Opportunity REIT II, CVC Credit Partners, Resource Capital Corp. and LEAF Commercial Capital, and the continued solidification of our balance sheet. The Compensation Committee took particular notice of the record capital raising and deployment, and increased profitability, by Resource Real Estate, Inc. under Mr. Feldman’s leadership and awarded him a bonus to reflect such outstanding performance.

Our Compensation Committee sought to reward our NEOs previous accomplishments, provide incentive for the future, continue to align interests between us and RCC and provide overall compensation to RCC’s manager and its employees consistent with similarly situated entities. Our Compensation Committee believes that the bonus awards are appropriate both to recognize those efforts and retain their services. Accordingly, our Compensation Committee determined to award cash bonuses and grant restricted stock to our NEOs as detailed below.

Our Chief Executive Officer. Our CEO, Mr. J. Cohen, was eligible to be considered for an award for fiscal 2015 under the Annual Incentive Plan. Based on the performance measures described above under “—Elements of our Compensation Program—Bonus—Performance-Based,” we substantially outperformed the incentive goals that had been set under the Annual Incentive Plan. The Compensation Committee recognized Mr. J. Cohen’s fiscal 2015 leadership efforts and, accordingly, awarded Mr. J. Cohen a bonus of $750,000 in cash and $325,000 in the form of our restricted stock. The aggregate annual incentive awards to Mr. J. Cohen were less than the maximum amount payable under our Annual Incentive Plan, which we calculated to be $1,086,375. In addition, RCC granted Mr. J. Cohen an incentive stock award of $200,000 so that total 2015 incentive compensation, including the RCC restricted stock award, was $1,275,000. The Compensation Committee determined, with Mr. J. Cohen concurring, that the aggregate compensation paid to Mr. J. Cohen for fiscal 2015 was reasonable and appropriate, taking into consideration his accomplishments, previous cash and stock awards and level of ownership of stock in us and RCC.

Our Other NEOs. Our other named executive officers were also eligible to be considered for an award for fiscal 2015 under the Annual Incentive Plan. The maximum amount payable to each of our other NEOs under our Annual Incentive Plan was $543,188. For fiscal 2015, our Compensation Committee awarded discretionary bonuses to our other named executive officers based on our Chief Executive Officer’s recommendations and in consideration of the accomplishments set forth above, which included bonuses in cash, awards of our restricted stock and RCC stock awards that were approved by RCC’s Compensation Committee, as follows:

•

Mr. Brotman was awarded $1,275,000 ($325,000 of which was in the form of our restricted stock and $150,000 of which was in the form of RCC restricted stock).

•

Mr. Elliott was awarded $1,275,000 ($325,000 of which was in the form of our restricted stock and $150,000 of which was in the form of RCC restricted stock).

•

Mr. Feldman was awarded $1,725,000 ($325,000 of which was in the form of our restricted stock and $100,000 of which was in the form of RCC restricted stock).

•

Mr. Blomstrom was awarded $900,000 ($225,000 of which was in the form of our restricted stock and $50,000 of which was in the form of RCC restricted stock).

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report has been provided by the Compensation Committee of the Board of Directors of Resource America, Inc.

Carlos C. Campbell, Chairman

Hersh Kozlov

John S. White

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table describes the “total compensation” earned by our NEOs in the past three fiscal years. The individual components of the total compensation calculation reflected in the Summary Compensation Table are broken out below:

Salary. Base salary earned during each of the past three fiscal years. Refer to “Compensation Discussion and Analysis—Elements of Our Compensation Program—Base Salary.”

Bonus. Discretionary cash bonuses awarded to our NEOs. Refer to “Compensation Discussion and Analysis—Elements of Our Compensation Program—Bonus—Discretionary.” Performance-based bonus awards to Mr. J. Cohen are set forth in Non-Equity Incentive Plan Compensation, as discussed below.

Stock Awards. The awards disclosed under the heading “Stock Awards” consist of awards of restricted stock made to our named executive officers, disregarding any possible forfeitures as a result of failure to satisfy service conditions. The dollar amounts for the awards represent the compensation expense recognized in such fiscal year under ASC 718 for each NEO as reported in our consolidated financial statements included in our 2015 Form 10-K. The recognized compensation expense of the stock awards for financial reporting purposes will likely vary from the actual amount ultimately realized by the NEO based on the value of the stock at vesting.

Non-Equity Incentive Plan Compensation. Because payments made to our Chief Executive Officer and other NEOs under the Annual Incentive Plan are based on pre-established and communicated performance targets, the outcome of which were substantially uncertain, the Annual Incentive Plan qualifies as an incentive plan as defined by the SEC, and cash payments thereunder are considered non-equity incentive plan compensation and are disclosed under the heading “Non-Equity Incentive Plan Compensation.” For more information on these awards refer to “—Compensation Discussion and Analysis—Elements of Our Compensation Program—Bonus—Performance-Based.”

RCC Restricted Stock Awards. The amount disclosed under “All Other Compensation” includes awards of RCC restricted stock earned in the past three fiscal years, valued at the closing price of RCC stock on the respective dates of grant. RCC is not our subsidiary but is consolidated in our financial statements. These awards generally vest 33-1/3% per year, and include a right to receive dividends on unvested shares. Refer to “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Incentives—RCC Restricted Stock” for additional information.

SUMMARY COMPENSATION TABLE

Name and principal position

Year

Salary
($)

Bonus
($)

Stock
awards
($) ⁽¹⁾

Non-equity
incentive plan
compensation
($)

All other
compensation
($) ⁽²⁾

Total ($)

Jonathan Z. Cohen

President & Chief

Executive Officer

2015

2014

2013

750,000

600,000

450,000

—

150,000

325,000

500,000

1,050,000

750,000

1,500,000

1,000,000

232,066

2,022,951

1,279,520

2,057,066

4,622,951

3,929,520

Jeffrey F. Brotman

Executive Vice President

2015

2014

2013

375,000

350,000

256,812

636,834

493,750

325,000

350,000

331,250

543,188

—

186,715

189,681

179,801

1,686,715

1,526,515

1,354,801

Thomas C. Elliott

Senior Vice President

& Chief Financial Officer

2015

2014

2013

375,000

350,000

256,812

636,834

493,750

325,000

350,000

331,250

543,188

—

173,626

176,838

174,335

1,673,626

1,513,672

1,349,335

Alan F. Feldman

Senior Vice President,

Chief Executive Officer of

Resource Real Estate, Inc.

2015

2014

2013

375,000

350,000

756,812

693,639

637,500

325,000

350,000

462,500

543,188

—

122,600

169,167

22,200

2,122,600

1,562,806

1,472,200

Jeffrey D. Blomstrom

Senior Vice President,

President of Resource

Financial Fund Management

2015

2014

2013

375,000

350,000

81,812

825,000

491,250

225,000

350,000

308,750

543,188

—

72,600

150,000

1,297,600

1,675,000

1,300,000

(1)	Represents the grant date fair value of the award as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation.

(2)	All other compensation includes the following:

•

Awards of RCC restricted stock earned in the past three fiscal years, valued at the closing price of RCC common stock on the respective dates of grant, as well as 401(k) employer match contributions and employee perquisites, as follows:

•

Awards of RCC restricted stock earned during fiscal 2015 and granted in February 2016 are as follows: Mr. J. Cohen—$200,000; Mr. Brotman—$150,000; Mr. Elliott—$150,000; Mr. Feldman—$100,000; and Mr. Blomstrom—$50,000.

•

Awards of RCC restricted stock earned during fiscal 2014 and granted in February 2015 are as follows: Mr. J. Cohen—$2,000,000; Mr. Brotman—$150,000; Mr. Elliott—$150,000; Mr. Feldman—$150,000; and Mr. Blomstrom—$150,000.

•

Awards of RCC restricted stock earned during fiscal 2013 and granted in January 2014 are as follows: Mr. J. Cohen—$1,250,000; Mr. Brotman—$150,000; Mr. Elliott—$150,000; and Mr. Blomstrom—$150,000.

•

401(k) employer match contributions for 2015 are $10,600 for each of Messrs. J. Cohen, Brotman, Elliott, Feldman and Blomstrom.

•

Employee perquisites comprised of automobile allowance or personal use of an automobile provided by us, parking cost reimbursement, and reimbursement of out-of-pocket medical costs.

Grants of Plan-Based Awards Table

During fiscal 2015, we granted plan-based awards to our NEOs. Some of our NEOs also received awards of RCC restricted stock from RCC. Refer to “Compensation Discussion and Analysis—Elements of Our Compensation Program—Long-Term Incentives—RCC Restricted Stock” for additional information. The following table sets forth information with respect to each of these awards on a grant-by-grant basis.

2015 GRANTS OF PLAN-BASED AWARDS


Name	Grant date		All other stock awards: number of shares of stock (#)		All other option awards: number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards ($)
Jonathan Z. Cohen Our restricted stock ⁽¹⁾ RCC restricted stock ⁽²⁾		1/16/2015 2/05/2015		56,369 102,670		— —		— —		499,993 1,999,997
Jeffrey F. Brotman Our restricted stock ⁽¹⁾		1/16/2015		39,458		—		—		349,992
RCC restricted stock ⁽²⁾		2/05/2015		7,700		—		—		149,996
Thomas C. Elliott Our restricted stock ⁽¹⁾		1/16/2015		39,458		—		—		349,992
RCC restricted stock ⁽²⁾		2/05/2015		7,700						149,996
Alan F. Feldman Our restricted stock ⁽¹⁾		1/16/2015		39,458		—		—		349,992
RCC restricted stock ⁽²⁾		2/05/2015		7,700		—		—		149,996
Jeffrey D. Blomstrom Our restricted stock ⁽¹⁾		1/16/2015		39,458		—		—		349,992
RCC restricted stock ⁽²⁾		2/05/2015		7,700		—		—		149,996

(1)	Represents grants of our restricted stock valued at the closing price of our common stock on the grant date of $8.87. The stock vests 25% per year over four years and includes dividend equivalent rights. There were no stock option grants during 2015.

(2)

Represents grants of RCC’s restricted stock valued at the closing price of RCC’s common stock on the grant date of $19.48. The stock vests 33.33% per year over three years and includes dividend equivalent rights. On October 8, 2015, vesting dates for these grants were deferred as follows: May 15, 2016: Mr. Blomstrom – 2,566 shares; Mr. Brotman – 2,566 shares; Mr. J. Cohen – 34,223 shares; and Mr. Elliott – 2,566 shares; February 5, 2017: Mr. Blomstrom – 2,567 shares; Mr. Brotman – 2,567 shares; Mr. J. Cohen – 34,223 shares; and Mr. Elliott – 2,567 shares; and February 5, 2018: Mr. Blomstrom – 2,567 shares; Mr. Brotman – 2,567 shares; Mr. J. Cohen – 34,224 shares; and Mr. Elliott – 2,567 shares.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth unexercised stock options, stock that has not vested and equity incentive plan awards granted to our NEOs that were outstanding as of the end of fiscal 2015.

Options (disclosed under the “Option awards” columns).

Restricted stock awards (disclosed under the “Stock awards” columns), valued at the closing price of our common stock on December 31, 2015.

RCC restricted stock awards (disclosed under the “Stock awards” columns), valued at the closing price of RCC’s common stock on December 31, 2015. All shares are adjusted for RCC’s one-for-four reverse stock split of RCC’s common shares effective August 31, 2015.

The following table sets forth information with respect to each of these awards on an award-by-award basis.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


	Option awards								Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date		Number of shares of stock that have not vested (#)			Market value of shares of stock that have not vested ($)
Jonathan Z. Cohen
Our stock awards										7,257	⁽¹⁾		44,485
										2,894	⁽²⁾		17,740
										84,459	⁽³⁾		517,734
										56,369	⁽⁴⁾		345,542
RCC stock awards										5,172	⁽⁵⁾		65,995
										39,649	⁽⁶⁾		505,921
										38,167	⁽⁷⁾		487,011
										52,966 102,670	⁽⁸⁾ ⁽⁹⁾		675,846 1,310,069

Jeffrey F. Brotman
Our stock awards		30,000		—		24.28		06/18/2017		3,629	⁽¹⁾		22,246
										1,808	⁽²⁾		11,083
										25,338	⁽³⁾		155,322
										39,458	⁽⁴⁾		241,878
RCC stock awards										2,955	⁽⁵⁾		37,706
										22,638	⁽⁶⁾		288,861
										6,356 7,700	⁽⁸⁾ ⁽⁹⁾		81,103 98,252

Thomas C. Elliott
Our stock awards		5,000		—		8.14		05/21/2018		3,629	⁽¹⁾		22,246
										1,808	⁽²⁾		11,083
										25,338	⁽³⁾		155,322
										39,458	⁽⁴⁾		241,878
RCC stock awards										2,955	⁽⁵⁾		37,706
										22,638	⁽⁶⁾		288,861
										6,356 7,700	⁽⁸⁾ ⁽⁹⁾		81,103 98,252

Alan F. Feldman
Our stock awards		5,000		—		8.14		05/21/2018		3,629	⁽¹⁾		22,246
										3,617	⁽²⁾		22,172
										33,784	⁽³⁾		207,096
										39,458	⁽⁴⁾		241,878
RCC stock awards										7,700			98,252

Jeffrey D. Blomstrom
Our stock awards		5,000		—		8.14		05/21/2018		3,629	⁽¹⁾		22,246
										506	⁽²⁾		3,102
										25,338	⁽³⁾		155,322
										39,458	⁽⁴⁾		241,878
RCC stock awards										22,638	⁽⁶⁾		288,861
										6,356	⁽⁸⁾		81,103
										7,700	⁽⁹⁾		98,252

(1)	These shares of restricted stock were a part of a grant made on December 17, 2012, which provided for vesting at the rate of 25% per year on each anniversary of the grant date.

(2)	These shares of restricted stock were a part of a grant made on November 7, 2013, which provided for vesting at the rate of 25% per year on each anniversary of the grant date.

(3)	These shares of restricted stock were a part of a grant made on January 23, 2014, which provided for vesting at the rate of 25% per year on each anniversary of the grant date.

(4)	These shares of restricted stock were a part of a grant made on January 16, 2015, which provided for vesting at the rate of 25% per year on each anniversary of the grant date.

(5)

These shares of restricted stock were a part of a grant made on January 6, 2012, which provided for vesting at the rate of 33.33% per year on each anniversary of the grant date. On October 23, 2014, vesting for the remaining unvested shares was deferred until January 2, 2016, as follows: Mr. Brotman – 2,955 shares; Mr. J. Cohen – 5,172 shares; and Mr. Elliott – 2,955 shares. On October 8, 2015, vesting for the remaining unvested shares was further deferred until May 15, 2016, as follows: Mr. Brotman – 2,955 shares; Mr. J. Cohen – 5,172 shares; and Mr. Elliott – 2,955 shares.

(6)

These shares of restricted stock were a part of a grant made on December 20, 2012, which provided for vesting at the rate of 33.33% per year on each anniversary of the grant date. On October 23, 2014, vesting for the remaining unvested shares was deferred until December 20, 2015, as follows: Mr. Blomstrom – 11,319 shares; Mr. Brotman – 11,319 shares; Mr. J. Cohen – 19,825 shares; and Mr. Elliott – 11,319 shares; and deferred until January 2, 2016 as follows: Mr. Blomstrom – 11,319 shares; Mr. Brotman – 11,319 shares; Mr. J. Cohen – 19,824 shares; and Mr. Elliott – 11,319 shares. On October 8, 2015, vesting for the remaining unvested shares was further deferred until May 15, 2016, as follows: Mr. Blomstrom – 22,638 shares; Mr. Brotman – 22,638 shares; Mr. J. Cohen – 39,649 shares; and Mr. Elliott – 22,638 shares.

(7)

These shares of restricted stock were a part of a grant made on January 2, 2013, which provided for vesting at the rate of 33.33% per year on each anniversary of the grant date. On October 23, 2014, vesting for the remaining unvested shares was deferred until January 2, 2016, as follows: Mr. J. Cohen – 38,167 shares. On October 8, 2015, vesting for the remaining unvested shares was further deferred until May 15, 2016, as follows: Mr. J. Cohen – 38,167 shares.

(8)

These shares of restricted stock were a part of a grant made on January 30, 2014, which provided for vesting at the rate of 33.33% per year on each anniversary of the grant date. On October 23, 2014, vesting for the remaining unvested shares was deferred until January 2, 2016 as follows: Mr. Blomstrom – 2,119 shares; Mr. Brotman – 2,119 shares; Mr. J. Cohen – 17,656 shares; and Mr. Elliott – 2,119 shares; and deferred until January 30, 2016 as follows: Mr. Blomstrom – 2,119 shares; Mr. Brotman – 2,119 shares; Mr. J. Cohen – 17,655 shares; and Mr. Elliott – 2,119 shares; and deferred until January 30, 2017 as follows: Mr. Blomstrom – 2,118 shares; Mr. Brotman – 2,118 shares; Mr. J. Cohen – 17,655 shares; and Mr. Elliott – 2,118 shares. On October 8, 2015, vesting for the remaining unvested shares was further deferred until May 15, 2016, as follows: Mr. Blomstrom – 4,238 shares; Mr. Brotman – 4,238 shares; Mr. J. Cohen – 35,311 shares; and Mr. Elliott – 4,238 shares; and deferred until January 30, 2017 as follows: Mr. Blomstrom – 2,118 shares; Mr. Brotman – 2,118 shares; Mr. J. Cohen – 17,655 shares; and Mr. Elliott – 2,118 shares.

(9)

These shares of restricted stock were a part of a grant made on February 5, 2015, which provided for vesting at the rate of 33.33% per year on each anniversary of the grant date. On October 8, 2015, vesting for the remaining unvested shares was deferred until May 15, 2016, as follows: Mr. Blomstrom – 2,566 shares; Mr. Brotman – 2,566 shares; Mr. J. Cohen – 34,223 shares; and Mr. Elliott – 2,566 shares; and deferred until February 5, 2017 as follows: Mr. Blomstrom – 2,567 shares; Mr. Brotman – 2,567 shares; Mr. J. Cohen – 34,223 shares; and Mr. Elliott – 2,567 shares; and deferred until February 5, 2018 as follows: Mr. Blomstrom – 2,567 shares; Mr. Brotman – 2,567 shares; Mr. J. Cohen – 34,224 shares; and Mr. Elliott – 2,567 shares.

Option Exercises and Stock Vested Table

With respect to our NEOs, this table shows each officer’s restricted stock awards that vested during fiscal 2015. There were no exercises by such officers of stock options during fiscal 2015.

Restricted Stock (disclosed under the “Stock awards” columns). The dollar value reflects the final pre-tax value received by such officers upon the vesting of restricted stock (our or RCC’s stock price on the vesting date), not the grant-date fair value or, in the case of our restricted stock, recognized compensation expense disclosed elsewhere in this proxy statement.

2015 OPTION EXERCISES AND STOCK VESTED


	Stock awards
Name	Number of shares acquired on vesting (#)		Value realized on vesting ($) ⁽¹⁾
Jonathan Z. Cohen
Our stock awards		42,405		337,512
Jeffrey F. Brotman
Our stock awards		14,826		111,316
Thomas C. Elliott
Our stock awards		14,826		111,316
Alan F. Feldman
Our stock awards		18,525		141,606
RCC stock awards		12,046		163,990
Jeffrey D. Blomstrom
Our stock awards		14,154		115,524
RCC stock awards		1,454		27,800

(1)	Value is calculated by multiplying the shares vested by the fair market value of the securities underlying the shares at the date of vesting.

As of December 31, 2015, we had the following securities authorized for issuance under our equity compensation plans.

EQUITY COMPENSATION PLAN INFORMATION

(a)

(b)

(c)

Plan category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Number of securities remaining
available for future issuance
under equity compensation
plans excluding securities
reflected in column (a)

Equity compensation plans

approved by security holders

Employee stock options

140,000

6.25

1,310,490

Director units

288,412

⁽¹⁾

n/a

142,836

(1)	Upon termination of service by an eligible director, we will issue an eligible director shares of our common stock equal to the number of vested units held by the eligible director, but all unvested units will be forfeited.

EMPLOYMENT AGREEMENTS AND POTENTIAL POST-EMPLOYMENT PAYMENTS

Jonathan Z. Cohen

Jonathan Z. Cohen currently serves as our Chief Executive Officer and President under an employment agreement dated October 5, 1999. The agreement was amended and restated as of December 29, 2008 to comply with requirements under Section 409A of the Code relating to deferred compensation. In January 2015, Mr. Cohen agreed that if we provide a life insurance policy, the premiums of which are paid for by us, he would accept such life insurance policy as his sole cash death benefit. The agreement requires Mr. J. Cohen to devote as much of his business time to us as necessary to the fulfillment of his duties, and permits him to have outside business interests. The agreement provided for initial base compensation of $200,000 per year, which may be increased by the Compensation Committee of the Board based upon its evaluation of Mr. J. Cohen’s performance. Mr. J. Cohen is eligible to receive incentive bonuses and equity compensation grants in amounts to be determined by the Board and to participate in all employee benefit plans in effect during his period of employment.

The agreement has a term of three years and, until notice to the contrary, the term is automatically extended so that, on any day on which the agreement is in effect, it has a then-current three year term. We may terminate the agreement sooner upon 60 days’ prior notice or in the event of Mr. J. Cohen’s death or if he is disabled for more than 240 days in any calendar year. Mr. J. Cohen also has the right to terminate the agreement upon a change of control or potential change of control and for cause. Mr. J. Cohen must provide us with 30 days’ notice of a termination by him for cause within 60 days of the event constituting the cause. We then would have 30 days in which to cure and, if we do not do so, Mr. J. Cohen’s employment will terminate 30 days after the end of the cure period. Mr. J. Cohen can terminate the agreement without cause upon 180 days’ notice. Termination amounts payable for any reason upon, or within two years after, a change of control as defined by Section 409A of the Code, which we refer to as a Section 409A change of control, will be paid in a single lump sum and will not be paid until 6 months after the termination date, if such delay is required by Section 409A.

Change of control is defined as:

•

we consummate a merger, consolidation, share exchange, division or other reorganization or transaction with an unaffiliated entity, other than one in which our voting securities immediately prior to the transaction continue to represent at least 60% of the combined voting power immediately after the transaction of us, the surviving entity or, in the case of a division, each entity resulting from the division;

•

during any period of 24 consecutive months, individuals who were Board members at the beginning of the period cease for any reason to constitute a majority of the Board, unless the election or nomination for election by our stockholders of each new director was approved by a vote of at least 2/3 of the directors then still in office who were directors at the beginning of the period; or

•

we consummate a plan of complete liquidation or winding up of our company, or agreement of sale of all or substantially all of our assets or all or substantially all of the assets of our primary subsidiaries to an unaffiliated entity.

A potential change of control is defined as:

•

the Board approves a plan of complete liquidation or winding up of our company, or agreement of sale of all or substantially all of our assets or all or substantially all of the assets of our primary subsidiaries to an unaffiliated entity;

•

the commencement of a proxy or other contest or effort to effectuate a change in control; or

•

the acting together of any person or persons who are, or seek in any direct or indirect manner to become, beneficial owners, as defined in the Exchange Act, of 25% or more of our voting securities.

A Section 409A change of control event occurs when:

•

any person or group acquires more than 50% of the total fair market value or total voting power of our stock;

•

any person or group acquires during a 12-month period 30% or more of the total voting power of our stock;

•

a majority of our Board members is replaced over a 12-month period by directors who are not endorsed by the incumbent Board members; or

•

any person or group acquires during a 12-month period 40% or more of the total gross fair market value of our assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, purchase of stock or similar transaction with the corporation.

Cause is defined as:

•

without Mr. J. Cohen’s written consent, a substantial change in the services or duties required of Mr. J. Cohen, or the imposition of any services or duties substantially inconsistent with, or in diminution of, Mr. J. Cohen’s current position, services or duties, or status with us;

•

failure to continue Mr. J. Cohen’s coverage under any benefit plan, except to the extent a change applies to our senior executives generally or is required by law; or

•

a material breach of the agreement by us.

The agreement provides the following termination benefits as of January 2015, provided that, except in the case of his death, Mr. J. Cohen has executed a release of all claims against us:

•

upon termination due to death, Mr. J. Cohen’s estate will receive (a) a $10 million payout from Mr. J. Cohen’s life insurance policy and (b) automatic vesting of all stock and option awards;

•

upon termination due to disability, Mr. J. Cohen will receive annually (a) an amount equal to the product of (i) his average compensation and (ii) 75% payable in regular payroll installments and (b) automatic vesting of all stock and option awards;

•

upon termination by Mr. J. Cohen for cause or upon a change of control or potential change of control or termination by us, Mr. J. Cohen will receive (a) an amount equal to his average compensation for the then remaining 3-year term of his agreement, payable in regular payroll installments, (b) if he elects to continue to participate in our health plan, we will reimburse him for the COBRA premium cost, less the premium charge that is paid by our employees, during the severance period, (c) an amount equal to the cost we would incur for life, disability and accident insurance coverage during the severance period, less the premium charge that is paid by our employees, and (d) automatic vesting of all stock and option awards;

•

upon termination that occurs for any reason upon, or within two years after, a Section 409A change of control, Mr. J. Cohen will receive (a) an amount equal to his average compensation for the then remaining 3-year term of his agreement, payable in a single lump sum within 30 days of termination or, if required by Section 409A, six months after the date of termination, (b) if he elects to continue to participate in our health plan, we will reimburse him for the COBRA premium cost, less the premium charge that is paid by our employees, during the severance period, (c) an amount equal to the cost we would incur for life, disability and accident insurance coverage during the severance period, less the premium charge that is paid by our employees, and, (d) automatic vesting of all stock and option awards; and

•

upon termination by Mr. J. Cohen without cause, Mr. J. Cohen will receive automatic vesting of all stock and option awards.

In the event that any payments or benefits to Mr. J. Cohen upon termination become subject to any excise tax imposed under Section 4999 of the Code, we must pay Mr. J. Cohen an additional sum such that the net amounts retained by Mr. J. Cohen, after payment of excise, income and withholding taxes, equals the termination amounts payable.

If a termination event had occurred as of December 31, 2015, we estimate that the value of the benefits to Mr. J. Cohen would have been as follows:


Reason for termination	Severance payment			Benefits			Accelerated vesting of equity awards ⁽¹⁾		Tax Gross-Up
Death	$	10,000,000	⁽²⁾		—		$	3,970,343		—
Disability	$	3,450,000	⁽³⁾		—		$	3,970,343		—
Termination by Mr. Cohen for cause or upon change of control or potential change of control, or by us	$	12,450,000		$	70,198	⁽⁴⁾	$	3,970,343	$	7,841,849	⁽⁵⁾
Termination that occurs for any reason upon, or within two years after, a Section 409A change of control	$	12,450,000		$	70,198	⁽⁴⁾	$	3,970,343	$	7,841,849	⁽⁵⁾
Termination by Mr. Cohen without cause		—			—		$	3,970,343		—

(1)

Represents the value of our and RCC’s unvested and accelerated option awards and stock awards disclosed in the “Outstanding Equity Awards at Fiscal Year-End”. The payments relating to option awards are calculated by multiplying the number of accelerated options by the difference between the exercise price and the closing price of the applicable stock on December 31, 2015. The payments relating to stock awards are calculated by multiplying the number of accelerated shares or units by the closing price of the applicable stock on December 31, 2015.

(2)

Pursuant to an agreement dated January 20, 2015, Mr. J. Cohen’s death benefit has been limited to a $10,000,000 life insurance policy and automatic vesting of his stock and option awards (valued at $3,970,343 calculated by multiplying the number of accelerated shares or units by the closing price of the applicable stock on December 31, 2015). We pay the premiums on the life insurance policy and Mr. J. Cohen’s estate is the beneficiary of the policy.

(3)	Calculated as Mr. J. Cohen’s average compensation multiplied by 75%. Amount shown represents amount payable annually for the remainder of Mr. J. Cohen’s life.

(4)	Represents rates currently in effect for COBRA insurance benefits (medical, life and dental insurance) for 36 months less the premium charge that would otherwise be paid by Mr. J. Cohen.

(5)	Assumes a tax rate of 20% for federal excise tax, and an effective individual tax rate of 50.33% for federal, state and local taxes.

Jeffrey F. Brotman

Jeffrey F. Brotman currently serves as our Executive Vice President under an employment agreement dated June 18, 2007. The agreement was amended and restated as of December 29, 2008 to comply with requirements under Section 409A of the Code relating to deferred compensation. In January 2015, Mr. Brotman agreed (i) that if we provide a life insurance policy, the premiums of which are paid for by us, he will accept the insurance proceeds as the sole death benefit, and (ii) to limit the amount of severance pay that is payable under the agreement in certain circumstances to not more than $1 million. The agreement requires Mr. Brotman to devote as much of his business time to us as necessary to the fulfillment of his duties, and it permits him to have outside business interests. The agreement provides for initial base compensation of $350,000 per year, which may be increased by the Compensation Committee of the Board based upon its evaluation of Mr. Brotman’s performance. Mr. Brotman is eligible to receive incentive bonus payments, stock option grants, restricted stock grants and other forms of incentive compensation in amounts to be determined by the Board and to participate in all employee benefit plans in effect during his period of employment.

The agreement has a term of one year and, until notice to the contrary, the term is automatically extended so that, on any day on which the agreement is in effect, it has a then-current one year term. We may terminate the agreement sooner in the event of Mr. Brotman’s death, if he is disabled for more than 180 days in the aggregate or more than 90 days in any 365-day period, for cause or without cause upon 30 days’ prior notice. Mr. Brotman also has the right to terminate the agreement upon a Section 409A change in control or for good reason. Termination amounts payable for any reason upon, or within two years after, a Section 409A change of control will not be paid until 6 months after the termination date, if such delay is required by Section 409A. Mr. Brotman can terminate the agreement without cause upon 180 days’ notice.

Cause is defined as:

•

committing any act of fraud;

•

willful illegal conduct or gross misconduct which results in material and demonstrable damage to our business or reputation;

•

being charged with a felony;

•

continued failure to substantially perform his duties, other than as a result of physical or mental illness or injury, after written demand; or

•

failure to follow our reasonable written instructions which are consistent with Mr. Brotman’s duties.

The definition of change in control is the same as that in the employment agreement of Mr. J. Cohen, except that it is also a change in control if neither Mr. E. Cohen nor Mr. J. Cohen is on our Board or Mr. J. Cohen is no longer our chief executive officer.

Good reason is defined as:

•

material diminution in Mr. Brotman’s position, authority, duties or responsibilities;

•

any purported termination of Mr. Brotman’s employment by us for a reason or in an manner not expressly permitted under the agreement;

•

our failure to cause any successor to all or substantially all of our business and/or assets to expressly assume our obligations under the agreement;

•

we notify Mr. Brotman that we will not continue to extend the one-year term of his agreement; or

•

any substantial breach of the agreement by us.

The agreement provides the following termination benefits as of January 2015, provided that, except in the case of his death, Mr. Brotman has executed a release of all claims against us:

•

upon termination due to death, Mr. Brotman’s estate will receive a $1 million payout from Mr. Brotman’s life insurance policy;

•

upon termination due to disability, Mr. Brotman will receive the lesser of (A) the sum of (i) one year’s base compensation, payable in regular payroll installments, and (ii) the value of all incentive compensation, excluding stock option grants, received by Mr. Brotman in the year preceding his disability, or (B) $1 million;

•

upon termination by us other than for cause, death or disability, or by Mr. Brotman for good reason, Mr. Brotman will receive the lesser of (A) the sum of (i) his base compensation and any incentive compensation, excluding stock option grants, that he would otherwise have earned for the one-year term of his agreement, payable in regular payroll installments, (ii) if he elects to continue to participate in our health plan, we will reimburse him for the COBRA premium cost, less the premium charge that is paid by our employees, during the severance period, (iii) an amount equal to the cost we would incur for life, disability and accident insurance coverage during the severance period, and less the premium charge that is paid by our employees, and (iv) automatic vesting of all stock and option awards, or (B) $1 million;

•

upon termination by Mr. Brotman within 6 months of a change of control or upon termination by us in anticipation of a change of control or within 6 months of a change of control, Mr. Brotman will receive (a) an amount equal to 30 months’ of his base compensation and any incentive compensation, excluding stock option grants, that he would otherwise have earned if he had remained employed for a period of 30 months, payable in regular payroll installments, (b) if he elects to continue to participate in our health plan, we will reimburse him for the COBRA premium cost, less the premium charge that is paid by our employees, during the severance period, (c) an amount equal to the cost we would incur for life, disability and accident insurance coverage during the severance period, less the premium charge that is paid by our employees, and (d) automatic vesting of all stock and option awards;

•

upon termination that occurs for any reason upon, or within two years after, a Section 409A change of control, Mr. Brotman will receive (a) an amount equal to 30 months’ of his base compensation and any incentive compensation, excluding stock option grants, that he would otherwise have earned for a period of 30 months, payable in a single lump sum within 30 days of termination or, if required by Section 409A, six months after the date of termination, (b) if he elects to continue to participate in our health plan, we will reimburse him for the COBRA premium cost, less the premium charge that is paid by our employees, during the severance period, (c) an amount equal to the cost we would incur for life, disability and accident insurance coverage during the severance period, less the premium charge that is paid by our employees, and (d) automatic vesting of all stock and option awards.

If we terminate Mr. Brotman’s employment other than for cause, death or disability or if Mr. Brotman terminates his employment for good reason, our reimbursement to Mr. Brotman of COBRA payments will be increased by a tax gross-up payment equal to the amount of the income and FICA taxes imposed upon such reimbursement.

If a termination event had occurred as of December 31, 2015, we estimate that the value of the benefits to Mr. Brotman would have been as follows:


Reason for termination	Severance payment			Benefits			Accelerated vesting of equity awards ⁽¹⁾		Tax Gross-Up
Death	$	1,000,000	⁽²⁾		—			—		—
Disability	$	1,000,000			—			—		—
Termination by Mr. Brotman for good reason, or by us other than for cause, death or disability	$	1,000,000		$	16,884	⁽³⁾	$	936,451	$	14,329	⁽⁵⁾
Termination by Mr. Brotman upon or in anticipation of a change in control	$	3,750,000		$	42,210	⁽⁴⁾	$	936,451	$	35,824	⁽⁵⁾
Termination that occurs for any reason upon, or within two years after, a Section 409A change of control	$	3,750,000		$	42,210	⁽⁴⁾	$	936,451	$	35,824	⁽⁵⁾

(1)

Represents the value of our and RCC’s unvested and accelerated option awards and stock awards disclosed in the “Outstanding Equity Awards at Fiscal Year-End.” The payments relating to option awards are calculated by multiplying the number of accelerated options by the difference between the exercise price and the closing price of the applicable stock on December 31, 2015. The payments relating to stock awards are calculated by multiplying the number of accelerated shares or units by the closing price of the applicable stock on December 31, 2015.

(2)	Pursuant to an agreement dated January 20, 2015, Mr. Brotman’s death benefit has been limited to a $1,000,000 life insurance policy. We pay the premiums on the life insurance policy and Mr. Brotman’s estate is the beneficiary of the policy.

(3)	Represents rates currently in effect for COBRA insurance benefits for 12 months less the premium charge that would otherwise be paid by Mr. Brotman.

(4)	Represents rates currently in effect for COBRA insurance benefits for 30 months less the premium charge that would otherwise be paid by Mr. Brotman.

(5)	Assumes an effective individual tax rate of 45.91% for federal, state and local taxes.

Thomas C. Elliott

The terms of our employment agreement with Thomas C. Elliott, dated February 10, 2014, are the same as those of our employment agreement with Mr. Brotman, described above (including the effects of the January 2015 letter), except as follows: Mr. Elliott currently serves as Senior Vice President and Chief Financial Officer; Mr. Elliott’s initial base compensation is $350,000 per year; Mr. Elliott is required to devote substantially all of his time and attention to our business; Mr. Elliott does not have a right to terminate for good reason if we notify him that we will not continue to extend the one-year term of his agreement; Mr. Elliott receives only his base compensation in the event he terminates his employment for good reason or we terminate other than for cause, death or disability; and Mr. Elliott is entitled to two year’s compensation upon a change of control.

If a termination event had occurred as of December 31, 2015, we estimate that the value of the benefits to Mr. Elliott would have been as follows:


Reason for termination	Severance payment			Benefits			Accelerated vesting of equity awards ⁽¹⁾		Tax Gross-Up
Death	$	1,000,000	⁽²⁾		—			—		—
Disability	$	1,000,000			—			—		—
Termination by Mr. Elliott for good reason, or by us other than for cause, death or disability	$	1,000,000		$	23,399	⁽³⁾	$	936,451	$	22,910	⁽⁵⁾
Termination by Mr. Elliott upon change in control	$	3,000,000		$	46,799	⁽⁴⁾	$	936,451	$	45,820	⁽⁵⁾
Termination that occurs for any reason upon, or within two years after, a Section 409A change of control	$	3,000,000		$	46,799	⁽⁴⁾	$	936,451	$	45,820	⁽⁵⁾

(1)

(2)	Pursuant to an agreement dated January 20, 2015, Mr. Elliott’s death benefit has been limited to a $1,000,000 life insurance policy. We pay the premiums on the life insurance policy and Mr. Elliott’s estate is the beneficiary of the policy.

(3)	Represents rates currently in effect for COBRA insurance benefits for 12 months less the premium charge that would otherwise be paid by Mr. Elliott.

(4)	Represents rates currently in effect for COBRA insurance benefits for 24 months less the premium charge that would otherwise be paid by Mr. Elliott.

(5)	Assumes an effective individual tax rate of 49.47% for federal, state and local taxes.

Alan F. Feldman

The terms of our employment agreement with Alan F. Feldman, dated January 29, 2009, are the same as those of our employment agreement with Mr. Brotman, described above (including the effects of the January 2015 letter), except as follows: Mr. Feldman currently serves as our Senior Vice President and as the Chief Executive Officer of Resource Real Estate; Mr. Feldman’s initial base compensation is $350,000 per year; the definition of “good reason” does not include a failure by us to require a successor to assume the obligations of Mr. Feldman’s agreement; and Mr. Feldman’s agreement does not have provisions relating to a change in control. In addition, at the time of Mr. Feldman’s agreement he received a stock award of 200,000 shares of our common stock and 75,000 shares of RCC common stock, which shares are all fully vested.

If a termination event had occurred as of December 31, 2015, we estimate that the value of the benefits to Mr. Feldman would have been as follows:


Reason for termination	Severance payment			Benefits			Accelerated vesting of equity awards ⁽¹⁾		Tax Gross-Up
Death	$	1,000,000	⁽²⁾		—			—		—
Disability	$	1,000,000			—			—		—
Termination by Mr. Feldman for good reason, or by us other than for cause, death or disability	$	1,000,000		$	16,884	⁽³⁾	$	591,644	$	16,531	⁽⁴⁾

(1)

(2)	Pursuant to an agreement dated January 20, 2015, Mr. Feldman’s death benefit has been limited to a $1,000,000 life insurance policy. We pay the premiums on the life insurance policy and Mr. Feldman’s estate is the beneficiary of the policy.

(3)	Represents rates currently in effect for COBRA insurance benefits for 12 months less the premium charge that would otherwise be paid by Mr. Feldman.

(4)	Assumes an effective individual tax rate of 49.47% for federal, state and local taxes.

Jeffrey D. Blomstrom

Jeffrey D. Blomstrom currently serves as our Senior Vice President under an employment agreement dated January 28, 2015. The agreement requires Mr. Blomstrom to devote substantially all of his time and attention to us and our affiliates. The agreement provides for initial base compensation of $375,000 per year, which may be increased by the Compensation Committee of the Board based upon its evaluation of Mr. Blomstrom’s performance. Mr. Blomstrom is eligible to receive incentive bonus payments, stock option grants, restricted stock grants and other forms of incentive compensation in amounts to be determined by the Board and to participate in all employee benefit plans in effect during his period of employment.

The agreement has a term of one year and, until notice to the contrary, the term is automatically extended so that, on any day on which the agreement is in effect, it has a then-current one year term. The agreement automatically terminates upon Mr. Blomstrom’s death and, upon not less than four months’ notice, we may terminate the agreement if Mr. Blomstrom is disabled for more than 180 days in the aggregate or more than 90 days in any 365-day period, or without cause. We may also terminate the agreement for cause with no prior notice. Mr. Blomstrom has the right to terminate the agreement without good reason upon giving not less than four months’ notice. Termination amounts payable for any reason upon, or within two years after, a Section 409A change of control will not be paid until 6 months after the termination date, if such delay is required by Section 409A.

Cause is defined as:

•

committing any act of fraud against us or our affiliates;

•

willful illegal conduct or gross misconduct which results in material and demonstrable damage to our business or reputation;

•

being charged with a felony;

•

continued failure to substantially perform his duties, other than as a result of physical or mental illness or injury, after written demand;

•

failure to follow our reasonable written instructions which are consistent with Mr. Brotman’s duties; or

•

breaches of certain provisions of the agreement.

Good reason is defined as:

•

material diminution in Mr. Blomstrom’s position, authority, duties or responsibilities;

•

any termination of Mr. Blomstorm’s employment by us for a reason or in an manner not expressly permitted under the agreement;

•

our failure to cause any successor to all or substantially all of our business and/or assets to expressly assume our obligations under the agreement; or

•

any substantial breach of the agreement by us.

The agreement provides the following termination benefits, provided that, except in the case of his death, Mr. Blomstrom has executed a release of all claims against us:

•

upon termination due to death, Mr. Blomstrom’s estate will receive a $1 million payout from Mr. Blomstrom’s life insurance policy and unvested equity awards will be accelerated;

•

upon termination due to disability, Mr. Blomstrom will receive the lesser of (A) the sum of (i) one year’s base compensation plus (ii) the value of all incentive compensation received by Mr. Blomstrom in the year preceding his disability, or (B) (i) $1 million less (ii) any long-term disability benefits paid to Mr. Blomstrom under our long-term insurance, and unvested equity awards will be accelerated;

•

upon termination by us other than for cause, death or disability, or by Mr. Blomstrom for good reason, Mr. Blomstrom will receive the lesser of (A) the sum of his base compensation and incentive compensation equal to the prior fiscal year’s incentive compensation, payable in regular payroll installments, or (B) $1 million.

If a termination event had occurred as of December 31, 2015, we estimate that the value of the benefits to Mr. Blomstrom would have been as follows:


Reason for termination	Severance payment		Benefits		Accelerated vesting of equity awards ⁽¹⁾		Tax Gross-Up
Death	$	1,000,000		—	$	890,764		—
Disability	$	1,000,000		—	$	890,764		—
Termination by Mr. Blomstrom for good reason, or by us other than for cause, death or disability	$	1,000,000		—	$	890,764		—

(1)

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy for Evaluating Related Person Transactions. We have a written policy that our Board of Directors, or a committee of the Board consisting solely of independent directors (excluding interested directors), review all proposed transactions with related persons that are required to be disclosed in proxy statements by SEC regulations, which are commonly referred to as “related person transactions.” A “related

person” is defined under applicable SEC regulations and includes our directors, executive officers and beneficial owners of 5% or more of our common stock. In approving any related person transaction, the Board or committee must determine that the transaction is fair and reasonable to us. All of the transactions described below were approved by our Board of Directors or one of our committees consisting solely of independent directors.

Related Person Transactions. In the ordinary course of our business operations, we sponsor and manage investment entities and have ongoing relationships with several related entities. The following table details the receivables and payables with these related parties as of December 31, 2015 (in thousands):


	December 31, 2015
Receivables from managed entities and related parties, net:
Real estate investment entities	$	21,146
Commercial finance investment entities		1,289
Financial fund management investment entities		1,582
RSO		2,331
Other		319
Loan to CVC Credit Partners		—

Receivables from managed entities and related parties, net	$	26,667

Payables due to managed entities and related parties, net:
Real estate investment entities ⁽¹⁾	$	3,110
RSO		—
Other		35

Payables to managed entities and related parties, net	$	3,145

(1)	Includes $3.0 million in self-insurance funds provided by our real estate investment entities, which are held in escrow by us to cover claims.

We receive fees, dividends and reimbursed expenses from several related/managed entities. In addition, we reimburse related entities for certain operating expenses. The following table details those activities for the fiscal year ended December 31, 2015 (in thousands):


	December 31, 2015
Fees from unconsolidated investment entities:
Real estate⁽¹⁾	$	13,276
Financial fund management		1,218
Commercial finance⁽²⁾		—
CVC Credit Partners – reimbursement of net costs and expenses		859
Resource Capital Corp.
Management, incentive and servicing fees		12,083
Dividends paid		1,674
Reimbursement of costs and expenses		5,650
Resource Real Estate Opportunity REIT I:
Fees		24,575
Reimbursement of costs and expenses		3,773
Dividends paid		175
Resource Real Estate Opportunity REIT II:
Fees		11,027
Reimbursement of costs and expenses		4,912
Dividends paid		82


Innovation Office REIT:
Reimbursement of costs and expenses	1,989
Resource Apartment REIT III:
Reimbursement of costs and expenses	739
LEAF:
Payment for sub-servicing the commercial finance investment partnerships⁽³⁾	(53	)
Reimbursement of net costs and expenses	159
1845 Walnut Associates Ltd.:
Payment for rent and related expenses	(843	)
Property management fees	170
Brandywine Construction & Management, Inc. – payment for property management of hotel property	(264	)
Atlas Energy, L.P. – reimbursement of net costs and expenses	166
Ledgewood P.C. – payment for legal services	(116	)
Graphic Images, LLC – payment for printing services	(151	)
9 Henmar LLC – payment of broker/consulting fees	(37	)

(1)	Includes discounts recorded (reversed) of $(435,000) in 2015 in connection with management fees from our real estate investment entities that we expect to receive in future periods.

(2)	During fiscal 2015 we waived $109,000 of our fund management fees from our commercial finance investment entities.

(3)	LEAF ceased charging sub-servicing fees to LEAF Financial commencing in the fourth quarter of 2015.

Relationship with Resource Capital Corp. (RSO) Since March 2005, we have had a management agreement with RSO pursuant to which we provide certain services, including investment management and certain administrative services, to RSO. The agreement, which had an original maturity date of March 31, 2009, continues to renew automatically for one-year terms unless at least two-thirds of the independent directors or a majority of the outstanding common shareholders agree to not renew it. We receive a base management fee, incentive compensation, property management fees and reimbursement for out-of-pocket expenses. The base management fee is equal to 1/12^th of the amount of RSO’s equity, as defined by the management agreement, multiplied by 1.50%. In October 2009, February 2010 and March 2012, the management agreement was further amended such that RSO will directly reimburse us for the wages and benefits of RSO’s chief financial officer, an executive officer who devotes all of his time to serve as RSO’s chairman of the board, and a sufficient number of accounting professionals, each of whom will be exclusively dedicated to RSO’s operations (number and amounts charged are reviewed and approved by RSO’s Board of Directors), and a director of investor relations who will be 50% dedicated to RSO’s operations. In August 2010, the agreement was further amended to reduce the incentive management fee earned by the Company for any fees paid directly by RSO to employees, agents and/or affiliates of us with respect to profits earned by a taxable REIT subsidiary of RSO.

Under a fee agreement, in connection with the April 2012 sale of Apidos to CVC, we are required to remit a portion of the base management fee and incentive compensation we receive from RSO to Apidos-CVC. The percentage paid to Apidos-CVC is determined by dividing the equity RSO holds in Apidos CLOs (one CLO as of December 31, 2015) by the calculated equity used to determine the base management fee. Any incentive compensation paid to Apidos-CVC excludes non-recurring items unrelated to Apidos-CVC. In October 2014, Apidos CLO I was liquidated, resulting in a $28.5 million reduction in RSO equity in Apidos CLOs and, therefore, a reduction in the base and incentive compensation due to Apidos-CVC.

In February 2011, we entered into a services agreement with RSO to provide sub-advisory collateral management and administrative services for five CLOs holding approximately $1.7 billion in bank loans whose management contracts RSO had acquired. In connection with services provided by Apidos-CVC, in February 2011 the management agreement was further amended to provide that RSO must pay Apidos-CVC 10% of all base and additional collateral management fees and 50% of all incentive collateral management fees it collects, and to reimburse Apidos-CVC expenses, relative to the management of these CLOs.

RSO also reimburses us for additional costs incurred related to its life care business, Long Term Care Conversion Funding, which originates and acquires life settlement contracts. The initial agreement, authorized in December 2012, provided for an annual fee of $550,000, with a two-year term. In March 2015, the agreement was amended for an additional year through 2016. This fee is paid quarterly.

Relationship with CVC Credit Partners. On May 6, 2014, we made a €1.5 million bridge loan to CVC Credit Partners with interest accruing at a rate of the Euro Interbank Offered Rate (“EURIBOR”) plus 7%. In September 2014, we and CVC Credit Partners agreed to extend the maturity of the note until April 2015. In connection with the original loan agreement, on December 8, 2014, we funded CVC Credit Partners an additional €500,000. On September 28, 2015, the total loan and the associated interest were paid in full. On January 13, 2016, we entered into a new loan agreement with CVC Credit Partners which provides for borrowings of up to €3.6 million with interest at EURIBOR plus 7%. In February 2016, CVC Credit Partners borrowed €1.3 million under this loan.

Relationship with Opportunity REIT I. We formed Opportunity REIT I in 2009 to primarily focus on acquiring non-performing real estate loans and distressed real estate at a discount. In December 2013, the initial offering for Opportunity REIT I was closed having raised an aggregate of $635.0 million. We are entitled to receive reimbursements for costs associated with the formation and operating expenses of Opportunity REIT I. At December 31, 2015, the receivable outstanding from Opportunity REIT I was $277,000.

Relationship with Opportunity REIT II. Opportunity REIT II focuses on acquiring under-performing multifamily rental properties, distressed real estate and performing loans. Opportunity REIT II raised $512.7 million in equity as of December 31, 2015. Resource Real Estate, our subsidiary, is the external manager. As of December 31, 2015, we had a $4.9 million receivable due from Opportunity REIT II, which included $3.0 million for acquisition and management fees and $1.9 million for offering costs and operating expense reimbursements.

Relationship with Innovation Office REIT. The Innovation Office REIT is a $1.0 billion offering that will focus on acquiring office buildings. As of December 31, 2015, we had a receivable of $2.4 million from the Innovation Office REIT for reimbursement of offering costs and expenses.

Relationship with Resource Apartment REIT III. Resource Apartment REIT III is a $1.0 billion offering that will invest in a portfolio of multifamily properties. As of December 31, 2015, we had a receivable of $739,000 from Resource Apartment REIT III for reimbursement of offering costs and expenses.

Relationship with LEAF. We maintain a shared service agreement with LEAF for the reimbursement of various costs and expenses it incurs on behalf of LEAF. In addition, we sublet office space in Philadelphia, Pennsylvania from LEAF under a lease that expired in August 2013.

Sub-servicing agreement with LEAF for the commercial finance investment funds. We had a sub-servicing agreement with LEAF to provide management services for the commercial finance investment funds. The fee is equal to LEAF’s costs to provide these services up to a maximum of 1% of the net present value of all lease and loan contracts comprising each commercial finance fund’s borrowing base under its credit facilities or securitizations; effective as of the fourth quarter of 2015 and for all future periods, the parties agreed to waive this fee due to the diminished number of leases being managed.

Relationship with Atlas Energy Group, LLC (spun off from Atlas Energy, L.P.) and Atlas Resource Partners, L.P. (“Atlas”). Mr. E. Cohen, the Company’s Chairman of the Board, also serves as the Chief Executive Officer (“CEO”) and Executive Vice Chairman of the Board of Atlas Energy Group, LLC (OTCQX: ATLS), the general partner of Atlas Resource Partners, L.P. (NYSE: ARP) and a former subsidiary of Atlas Energy, L.P. Mr. Jonathan Z. Cohen (“Mr. J. Cohen”), the Company’s CEO and President, is Executive Chairman of the Board of Atlas Energy Group, LLC. Atlas reimburses the Company for certain shared services. At December 31, 2015, there were $12,000 in outstanding receivables from Atlas.

Relationship with 1845 Walnut Associates Ltd. We own a 7% investment in a real estate partnership that owns a building at 1845 Walnut Street, Philadelphia in which we also lease office space. In February 2009, we amended the lease for our offices in this building to extend the lease termination date through May 2013. In October 2012, we signed a new ten-year lease which was amended in May 2013 for 34,476 square feet of office space in the same building commencing in August 2013. We were provided a tenant allowance of $1.5 million for renovation of the office and the lease provides for a five-year extension. In March 2013, we assumed the property management of the building.

Relationship with Ledgewood P.C. (“Ledgewood”). Until March 2006, Mr. Jeffrey F. Brotman was the managing member of Ledgewood, which provides legal services to us. Mr. Brotman remained of counsel to Ledgewood through June 2007, at which time he became our Executive Vice President. In addition, Mr. Brotman was a trustee of the SERP retirement trusts until he joined us. In connection with his separation, Mr. Brotman receives payments from Ledgewood.

Mr. E. Cohen, who was of counsel to Ledgewood until April 1996, receives certain debt service payments from Ledgewood related to the termination of his affiliation with Ledgewood and its redemption of his interest in the firm.

Relationship with Graphic Images, LLC (“Graphic Images”). We utilize the services of Graphic Images, a printing company, whose principal owner is the father of our Chief Financial Officer.

Relationship with Retirement Trusts. We have established two trusts to fund the SERP for Mr. E. Cohen. The 1999 Trust, a secular trust, purchased 100,000 shares of the common stock of TBBK ($1.1 million fair value at December 31, 2015). See “Relationship with TBBK,” below. This trust and its assets are not included in our consolidated balance sheets. However, trust assets are considered in determining the amount of our liability under the SERP. The 2000 Trust, a “Rabbi Trust,” held 103,494 shares of TBBK common stock at December 31, 2010, all of which were sold during 2011 and 2012. The SERP liability of $6.5 million is included in accrued expenses and other liabilities.

Relationship with 9 Henmar LLC (“9 Henmar”). We own interests in the Trapeza entities that have sponsored CDO issuers and manage pools of trust preferred securities acquired by the CDO issuers. The Trapeza entities and CDO issuers were originated and developed in large part by Mr. Daniel G. Cohen (“Mr. D. Cohen”). The Company agreed to pay Mr. D. Cohen’s company, 9 Henmar, 10% of the fees we receive, before expenses, in connection with the first four Trapeza CDOs that we sponsored and manage.

Relationship with TBBK. Mr. D. Cohen is the chairman of the board of TBBK. Mrs. Betsy Z. Cohen (“Mrs. B. Cohen”, who is the wife of Mr. E. Cohen and, together with Mr. E. Cohen are the parents of Messrs. J. Cohen and D. Cohen) was, until December 31, 2014, the CEO of TBBK and its subsidiary bank. From June 2011 until January 2015, we subleted a portion of our New York office space to TBBK. In addition, TBBK provides banking and operational services to LEAF Financial. As of December 31, 2015, we held $29,000 in cash deposits at TBBK.

Relationship with Certain Directors, Officers, Employees and Other Related Parties. We serve as the general partner of seven partnerships that invest in regional domestic banks. The general partner may receive a carried interest of up to 20% upon meeting specific investor return rates. Some of the partnerships’ investors wanted to ensure that certain individuals who are critical to the success of the partnerships would participate in the carried interest. For four of these partnerships, the total participation authorized by our compensation committee was 48.5% of the 20% carried interest, of which Mr. J. Cohen is entitled to receive 10%. Nine individuals, three of whom are employees of us, are entitled to receive the remaining 38.5%. For the remaining three partnerships, the total participation authorized by our compensation committee was 50% of the 20% carried interest. Six individuals, four of whom are employees of us, are entitled to receive the remaining 50%. No carried interest had been earned by any of the individuals through December 31, 2015.

In February 2014, we loaned a non-executive employee $300,000 under a promissory note bearing interest at 3-month LIBOR plus 3%, resetting annually. In December 2014, we amended the terms of the note to provide for an initial repayment of $50,000 plus accrued interest, which was paid on March 15, 2015, with the remaining principal and interest due on March 15, 2016; the loan was repaid in full on March 8, 2016.

Relationship with Brandywine Construction & Management, Inc. (“BCMI”). BCMI manages the property underlying one of our real estate investments. Mr. E. Cohen is the chairman of BCMI.

In March 2008, we sold a 19.99% interest in two indirect subsidiaries that hold a hotel property in Savannah, Georgia to a limited liability company owned by Mr. Adam Kauffman (“Mr. A. Kauffman”) for $1.0 million plus $130,000 in fees, and recognized a gain of $612,000. The terms of the sale agreement provided an option to Mr. A. Kauffman, who is president of BCMI, to purchase up to the balance of the Company’s interest in the hotel for $50,000 per 1% interest purchased. The purchase option expired in July 2011. Mr. A. Kauffman now has a right-of-first-offer to purchase the balance of the Company’s interest in the hotel.

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We are asking our stockholders to ratify the appointment of Grant Thornton, LLP, or Grant Thornton, as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2016. Although approval is not required by our bylaws or otherwise, the Board of Directors is submitting the appointment of Grant Thornton to our stockholders for ratification as a matter of good corporate practice. The Audit Committee anticipates engaging Grant Thornton to review our financial statements for fiscal 2016. If the selection of Grant Thornton is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if Grant Thornton is approved, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON TO AUDIT OUR FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

We expect that representatives of Grant Thornton will be present at the annual meeting. These representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Principal Accounting Fees and Services

Audit Fees. The aggregate fees billed by Grant Thornton for professional services rendered for the audit of our annual financial statements for the fiscal years ended December 31, 2015 and December 31, 2014 (including a review of internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002) and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during such fiscal years were $1,192,085 and $1,816,065 (including $860,000 related to RCC audit fees), respectively.

Audit-Related Fees. The aggregate fees billed by Grant Thornton for audit-related services, including consulting on accounting issues in connection with potential capital transactions, assisting with responses to SEC comments letters and the audits of our 401(k) Plan, were $51,779 and $209,874 (including $93,000 related to RCC audit related fees) for the fiscal years ended December 31, 2015 and 2014, respectively.

Tax Fees. The aggregate fees billed by Grant Thornton for professional services related to tax compliance, tax advice and tax planning were $53,084 and $177,815 (including $70,500 related to RCC audit related fees) for the fiscal years ended December 31, 2015 and 2014, respectively.

All Other Fees. Grant Thornton did not bill for products and services provided to us, other than services described above under “Audit Fees,” “Audited-Related Fees” and “Tax Fees,” for the fiscal years ended December 31, 2015 and 2014.

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee, on at least an annual basis, reviews audit and non-audit services performed by Grant Thornton as well as the fees charged by Grant Thornton for such services. Our policy is that all audit and non-audit services must be pre-approved by the Audit Committee. All of such services and fees were pre-approved during fiscal 2015.

STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING

Stockholder proposals or nominations for election of directors submitted for inclusion in our proxy statement for our 2017 annual meeting of stockholders must be received by us no later than December 23, 2016. Such items must comply with the eligibility standards promulgated by the SEC. In accordance with our bylaws, stockholder proposals or nominations for election of directors to be brought before the 2017 meeting, but not to be included in our proxy statement, must be received by us not later than January 22, 2017. The notice must contain all of the information required by our Bylaws, a copy of which is available upon request from our Secretary.

By order of the Board of Directors,

Michael S. Yecies, Secretary

April 22, 2016

ANNUAL MEETING OF STOCKHOLDERS OF

RESOURCE AMERICA, INC.

June 2, 2016

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL

FOR THE MEETING TO BE HELD ON JUNE 2, 2016:

The proxy statement and our 2015 Annual Report are available at

http://phx.corporate-ir.net/phoenix.zhtml?c=73519&p=proxy

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

i Please detach along perforated line and mail in the envelope provided. i


¢		20330300000000001000 2						060216

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1. ELECTION OF DIRECTORS.

FOR

AGAINST

ABSTAIN

FOR ALL NOMINEES

WITHHOLD AUTHORITY
FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

NOMINEES:

¡ MICHAEL J. BRADLEY

¡ EDWARD E. COHEN

¡ ANDREW M. LUBIN

PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR RESOURCE AMERICA, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

FOR

AGAINST

ABSTAIN

This proxy, when properly executed, will be voted in the manner specified above by the named proxies. If no direction is made, this proxy will be voted FOR all nominees listed and FOR the ratification of Grant Thornton LLP for the fiscal year ending December 31, 2016. If you do not specify how you want to vote your shares on the proposal concerning other business properly brought before the meeting, your votes will be counted as abstentions.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder

Date:

Signature of Stockholder

Date:


¢		Note:		Please sign exactly as your name appears on this proxy card. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.		¢

0 ¢

RESOURCE AMERICA, INC.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD

OF DIRECTORS OF RESOURCE AMERICA, INC.

The undersigned hereby constitutes and appoints Jonathan Z. Cohen and Michael S. Yecies, or either of them, as and for his proxies, each with the power to appoint such proxy’s substitute, and hereby authorizes them, or either of them, to vote all of the shares of common stock of Resource America, Inc. held of record by the undersigned on April 15, 2016, at the Annual Meeting of Stockholders of Resource America, Inc. to be held on Thursday, June 2, 2016 and at any and all adjournments thereof as follows:

(Continued and to be signed on the reverse side)


¢ 1.1		14475 ¢

ANNUAL MEETING OF STOCKHOLDERS OF

RESOURCE AMERICA, INC.

June 2, 2016

PROXY VOTING INSTRUCTIONS


INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.				COMPANY NUMBER

				ACCOUNT NUMBER

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL

FOR THE MEETING TO BE HELD ON JUNE 2, 2016:

The proxy statement and our 2015 Annual Report are available at

http://phx.corporate-ir.net/phoenix.zhtml?c=73519&p=proxy

i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i

20330300000000001000 2

060216

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1. ELECTION OF DIRECTORS:

FOR

AGAINST

ABSTAIN

FOR ALL NOMINEES

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

NOMINEES:

O MICHAEL J. BRADLEY

O EDWARD E. COHEN

O ANDREW M. LUBIN

2. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR RESOURCE AMERICA, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

FOR

AGAINST

ABSTAIN

This proxy, when properly executed, will be voted in the manner specified above by the named proxies. If no direction is made, this proxy will be voted FOR all nominees listed and FOR the ratification of Grant Thornton LLP for the fiscal year ending December 31, 2016. If you do not specify how you want to vote your shares on the proposal concerning other business properly brought before the meeting, your votes will be counted as abstentions.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ●

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. ¨

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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Form DEF 14A RESOURCE AMERICA, INC. For: Jun 02

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