Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management directors, our non-management directors meet in executive sessions without management director participation regularly. The Chairman of the Board, or the lead independent director, presides at these sessions.

TheOur Nominating and Corporate Governance Committee is responsible for, among other things, the selection and recommendation to theour Board of nominees for election as directors. In assessing candidates for election to theour Board, the Nominating and Corporate Governance Committee takes into account such factors as it deems appropriate, including, among others, the business or other relevant experience, skills and knowledge that the candidate may have, the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the candidate, and other factors relative to the overall composition of theour Board. In addition, the Nominating and Corporate Governance Committee considers whether a potential candidate for director has the ability to devote sufficient time to carry out his or her responsibilities as a director in light of his or her occupation and the number of boards of directors of other public companies on which he or she serves. TheOur Board believes its effectiveness is enhanced by being comprised of individuals with diverse perspectives, backgrounds, skills and experience that are relevant to the role of theour Board and the needs of our business. Accordingly, theour Board, through the Nominating and Corporate Governance Committee, will regularly review the changing needs of the business and the skills and experience resident in its members, with the intention that theour Board will be periodically “renewed”“refreshed” as certain directors rotate off and new directors are recruited. TheOur Board’s commitment to diversity and renewalrefreshment will be tempered by the need to balance change with continuity and experience.

Applying the criteria described above, theour Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and the stockholders. After completing the identification and evaluation process described above, theour Nominating and Corporate Governance Committee recommends the nominees for directorship to theour Board. Taking theour Nominating and Corporate Governance Committee’s recommendation into consideration, theour Board then approves the nominees for directorship for stockholders to consider and vote upon at the annual meeting of stockholders.

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, thecommittees: our Audit Committee, theour Compensation Committee and theour Nominating and Corporate Governance Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described above, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. TheAmong other things, our Audit Committee

Our insider trading policy prohibits our directors, officers and employees from engaging in any hedging or monetization transactions or similar arrangements with respect to our securities. Such parties are also prohibited from engaging in any short sales, utilizing a margin account with respect to buying or selling our securities or trading in exchange-traded options or other derivative securities with respect to our securities.

Stockholders and other interested parties may communicate with theour Board by sending written correspondence to Broadmark Realty Capital Inc., 1420 Fifth Avenue, Suite 2000, Seattle, Washington 98101, Attention: Corporate Secretary. The Corporate Secretary will open the correspondence for the sole purpose of determining whether the contents represent a message to the Company’s directors. The Corporate Secretary will forward copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of theour Board.

Directors are encouraged to make reasonable efforts to attend the annual meeting of stockholders. The Company was formedAll of our directors attended our 2021 annual meeting of stockholders.

In March 2022, our Board voluntarily amended and restated our Bylaws to add two stockholder rights - proxy access and direct stockholder amendment of our Bylaws. Subject to certain requirements, a stockholder, or group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, may nominate, and require us to include in 2019 and did not holdour proxy materials for an annual meeting, stockholder-nominated director candidates equal to the greater of stockholders duringtwo director seats or 20% of the fiscal year ended December 31, 2019.Board. In addition, our Bylaws allow for direct amendment of our Bylaws by our stockholders.

Pursuant to our outside director policy, each outside director will receivereceives an annual retainer of $165,000, consisting of a $75,000 annual cash retainer paid in quarterly installments, and a restricted stock unit (“RSU”) grant with a fair market valueequal to $90,000 divided by the closing price of $90,000. our common stock on the last day before the grant date.

The RSU awards will beare customarily granted on the date of our annual meeting

Until his resignation effective November 14, 2021, Mr. Schocken was compensated pursuant to a result of all ofconsulting agreement for his service as our outside directors joining our Board onChairman and did not receive separate compensation for service as a director. Mr. Schocken entered into a consulting agreement with us that became effective November 14, 2019, followingpursuant to which he served as our Chairman through his resignation effective November 14, 2021. As consideration for his service as the completionChairman, Mr. Schocken was paid an aggregate of $650,000 over the two-year period from November 14, 2019 until November 14, 2021, the effective date of his resignation, which amount (i) is inclusive of any other fees that the Company may pay to its other non-employee directors, and (ii) was payable over the same two-year period whether Mr. Schocken served the full two-year term or not. Effective as of the Business Combination (other thandate of his resignation from the Board, Mr. Haggerty, whoSchocken was appointed as honorary Chairman Emeritus to the Board but does not receive compensation for such role.

Mr. Pyatt is compensated pursuant to a directorletter agreement for his service as our Chairman and does not receive separate compensation for service as a director. Mr. Pyatt entered into a letter agreement with us that became effective March 1, 2022, pursuant to which he resigned as our Chief Executive Officer and now serves as our non-executive Chairman. He will serve in such capacity until either the Board or Mr. Pyatt gives written notice of his termination as Chairman. Upon Mr. Pyatt’s ceasing to serve as Chairman (for any reason), he will resign as a member of the Company prior toBoard. As consideration for his service as the Business Combination), directors only received a quarterChairman, Mr. Pyatt is being paid an annual retainer of $210,000, which amount (i) is in lieu of the cash retainer that they would otherwisethe Company may pay to its other non-employee directors, and (ii) is payable in quarterly installments. The Letter Agreement also provides that Mr. Pyatt is entitled to receive up to 18 months of reimbursement for premiums related to any health continuation coverage elected under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

Additionally, Mr. Pyatt will receive an RSU award with a full yeargrant date fair market value of $200,000 at the same time that our outside directors receive their RSU award as part of their 2022 annual retainer. Mr. Pyatt’s RSUs are subject to the terms and conditions of the Company’s 2019 Stock Incentive Plan and the Company’s standard form of restricted stock unit award agreement for non-employee directors. Any equity awards for 2023 and beyond will be determined pursuant to the Company’s outside director compensation program. In addition, any RSUs or performance-based RSUs that Mr. Pyatt currently holds will continue to vest in accordance with their terms, subject to his continued service on our Board and committees. Additionally, each outside director received an initial award of 8,613 RSUs. The RSUs were awarded in February 2020. The number of RSUs was determined based upon the value of the annual award of RSUs ($90,000) divided by the reference price used in the Business Combination (approximately $10.45 per share of common stock). This initial award will vest based on the director’s continued service through November 14, 2020 (the first anniversary of the Business Combination).Board.