Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Filed by the Registrant ☒
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))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to Rule 14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the Annual Meeting of Stockholders of Rithm Capital Corp. (the "Annual Meeting") to be held atSkadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001, on May 22, 2025 , at 8:00 a.m. , EasteTime. The matters to be considered by the stockholders at the Annual Meeting are described in detail in the accompanying materials.
IT IS IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND THE ANNUAL MEETING. Let me urge you to vote today by Internet, by telephone or by completing, signing and returning your proxy card in the envelope provided.
PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO ATTEND AND TO BE ABLE TO VOTE AT THE ANNUAL MEETING: All stockholders may vote electronically at the Annual Meeting. In addition, any stockholder may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as the proxy with power to vote your shares on your behalf. If you are a beneficial owner of shares, you must obtain a legal proxy and a copy of the voting instruction form or other similar evidence of ownership from your broker, bank or other holder of record in order to be able to attend and vote at the Annual Meeting. Follow the instructions from your broker or bank included with the proxy materials or contact your broker or bank to request a legal proxy form.
Sincerely,
/s/ Michael Nierenberg
Chief Executive Officer, President and Chairman of the Board of Directors
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Rithm Capital Corp. :
The annual meeting of stockholders (the "Annual Meeting") of Rithm Capital Corp. , a Delaware corporation, will be held atSkadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001, on May 22, 2025 , at 8:00 a.m. , EasteTime. The matters to be considered and acted upon by stockholders at the Annual Meeting, which are described in detail in the accompanying materials, are:
(i)
a proposal to elect two Class III nominees to our Board of Directors to serve until the 2028 annual meeting of stockholders and until their successors are elected and duly qualified;
(ii)
a proposal to approve the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 ;
(iii)
a proposal to approve (on a non-binding advisory basis) the compensation of our named executive officers as described in the accompanying materials; and
(iv)
any other business that may properly come before the Annual Meeting or any adjournment of the annual meeting.
Stockholders of record at the close of business on the record date, April 1, 2025 , will be entitled to notice of and to vote at the Annual Meeting.It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings.A Proxy Statement, proxy card and self-addressed envelope are enclosed. Retuthe proxy card promptly in the envelope provided, which requires no postage if mailed in the United States . You can also vote by telephone or by Internet by following the instructions provided on the proxy card. Whether or not you plan to attend the Annual Meeting, please vote by one of these three methods. If you are the record holder of your shares and you attend the meeting in person, you may withdraw your proxy and vote in person during the meeting, if you so choose.
By Order of the Board of Directors,
/s/ Philip Sivin
Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ONMAY 22, 2025 :
FOR THE STOCKHOLDER MEETING TO BE HELD ON
The Notice of Annual Meeting, Proxy Statement and the Annual Report on Form 10-K
are available on the section captioned "Investors" on our website at
www.rithmcap.com.
are available on the section captioned "Investors" on our website at
www.rithmcap.com.
TABLE OF CONTENTS
| | | | | | 2 | | | |
| | | | | | 5 | | | |
| | | | | | 6 | | | |
| | | | | | 9 | | | |
| | | | | | 10 | | | |
| | | | | | 10 | | | |
| | | | | | 11 | | | |
| | | | | | 12 | | | |
| | | | | | 12 | | | |
| | | | | | 13 | | | |
| | | | | | 13 | | | |
| | | | | | 16 | | | |
| | | | | | 16 | | | |
| | | | | | 17 | | | |
| | | | | | 18 | | | |
| | | | | | 18 | | | |
| | | | | | 18 | | | |
| | | | | | 20 | | | |
| | | | | | 21 | | | |
| | | | | | 22 | | | |
| | | | | | 22 | | | |
| | | | | | 32 | | | |
| | | | | | 32 | | | |
| | | | | | 33 | | | |
| | | | | | 48 | | | |
| | | | | | 50 | | | |
| | | | | | 51 | | | |
| | | | | | 52 | | | |
| | | | | | 52 | | | |
| | | | | | A-1 | | |
i
PROXY STATEMENT
For the 2025 Annual Meeting of Stockholders to be Held on May 22, 2025
This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Stockholders are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors (the "Board of Directors") of Rithm Capital Corp. , a Delaware corporation, for use at the Annual Meeting of Stockholders of Rithm Capital Corp. ("Annual Meeting") to be held on May 22, 2025 and any adjournments or postponements thereof. "We," "our," "us," the "Company," "Rithm" and "Rithm Capital " each refers herein to Rithm Capital Corp. The mailing address of our executive office is 799 Broadway , 8th Floor, New York, New York 10003. Our proxy materials, including this Proxy Statement, the accompanying proxy card and Notice of Annual Meeting of Stockholders, or the Notice of Internet Availability of Proxy Materials (the "Internet Notice"), if applicable, are first being mailed to holders of our common stock, par value $0.01 per share (the "Common Stock"), on or about April 9, 2025 .
At the date hereof, management has no knowledge of any business that will be presented for consideration at the Annual Meeting and which would be required to be set forth in this Proxy Statement or the related proxy materials other than the matters set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented at the Annual Meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.
Matters to be considered at the Annual Meeting
At the Annual Meeting, stockholders of the Company's Common Stock will vote upon:
(i)
a proposal to elect two Class III nominees to our Board of Directors to serve until the 2028 annual meeting of stockholders and until their successors are elected and duly qualified;
(ii)
a proposal to approve the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 ;
(iii)
a proposal to approve (on a non-binding advisory basis) the compensation of our named executive officers as described in the accompanying materials; and
(iv)
any other business that may properly come before the Annual Meeting or any adjournment of the Annual Meeting.
1
GENERAL INFORMATION ABOUT VOTING
Solicitation of Proxies
The enclosed proxy is solicited by and on behalf of our Board of Directors. The expense of preparing, printing and mailing this Proxy Statement and the proxies solicited hereby will be borne by the Company. In addition to the use of mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record as of the close of business on the record date, April 1, 2025 , and will provide reimbursement for the cost of forwarding the materials.
Stockholders Entitled to Vote
As of the record date, April 1, 2025 , there were outstanding and entitled to vote 530,315,155 shares of our Common Stock. Each share of our Common Stock entitles the holder to one vote. Stockholders of record at the close of business on the record date, April 1, 2025 , are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.
Stockholder of Record.If your shares are registered directly in your name with the Company's transfer agent, Equiniti Trust Company, LLC , you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by the Company.
Street Name Holders.If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name," and these proxy materials will be or have been forwarded to you by your bank or broker. The bank or broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct your bank or broker on how to vote the shares held in your account. If you wish to attend the Annual Meeting, you will need to obtain a "legal proxy" from your bank or broker.
Required Vote
A quorum will be present if the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote are present, in person or represented by proxy, at the Annual Meeting. If you have returned a valid proxy card, or if you hold your shares in your own name as holder of record and attend the Annual Meeting in person, your shares will be counted as present for the purpose of determining whether there is a quorum. Abstentions and broker "non-votes" (as described below) will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.
If a quorum is not present, the Annual Meeting may be adjourned by the affirmative vote by holders of a majority of the shares present, in person or represented by proxy, at the Annual Meeting until a quorum has been obtained.
For the election of the nominees to our Board of Directors, the affirmative vote by holders of a plurality of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the election of directors is sufficient to elect the nominees if a quorum is present. The affirmative vote by holders of a majority of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required to approve (i) the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 and (ii) the compensation of our named executive officers on a non-binding advisory basis.
Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the New York Stock Exchange (the "NYSE") rules from voting on a particular matter. Under the NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. With respect to the Annual Meeting, brokers who do not receive
2
instructions are not entitled to vote on (i) the election of directors or (ii) the approval (on a non-binding advisory basis) of the compensation of our named executive officers.
However, brokers who do not receive instructions are entitled to vote uninstructed shares on the ratification of the appointment of the independent registered public accounting firm.
A stockholder with voting power (whether as a beneficial owner of shares, a designated proxy holder or a broker with discretionary authority to vote shares) who is present, in person or represented by proxy, has the discretion to abstain from voting on a proposal or to "withhold" a vote for a director nominee. A vote "withheld" from a director nominee or a broker non-vote on a director nominee will not affect the outcome of the election of directors. Abstentions will have the same effect as a vote "against" and broker non-votes will not affect the outcome of each of (i) the proposal for the appointment of the independent registered public accounting firm and (ii) the proposal to approve (on a non-binding advisory basis) the compensation of our named executive officers.
Voting Instructions
Stockholders of Record.If you are a stockholder of record, you may instruct the proxies to vote your shares by telephone, by Internet or by signing, dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your shares of our Common Stock in person during the Annual Meeting.
If the enclosed proxy card is properly executed and returned to us in time to be voted at the Annual Meeting, it will be voted as specified on the proxy card unless it is properly revoked prior thereto. If no specification is made on the proxy card as to any one or more of the proposals, the shares of Common Stock represented by the proxy will be voted as follows:
(i)
FORthe election of the two Class III nominees to our Board of Directors to serve until the 2028 annual meeting of stockholders and until their successors are elected and duly qualified;
(ii)
FORthe approval of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 ;
(iii)
FORthe approval (on a non-binding advisory basis) of the compensation of our named executive officers as described in the accompanying material; and
(iv)
in the discretion of the proxy holder on any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof.
As of the date of this Proxy Statement, we are not aware of any other matter to be raised at the Annual Meeting.
Street Name Holders.If you are a street name holder, you will receive instructions from your bank or broker that you must follow to be able to attend the Annual Meeting or to have your shares voted at the Annual Meeting.
As described above, if you are a beneficial owner of shares held in street name and do not provide the broker that holds your shares with specific voting instructions then, under applicable rules, the broker that holds your shares may generally vote on "routine" matters but cannot vote on "non-routine" matters. If the broker that holds your shares does not receive instructions from you on how to vote your shares on a non- routine matter, that broker will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares.
Right to Revoke Proxy
Stockholders of Record.If you are a stockholder of record, you may revoke your proxy instructions through any of the following methods:
•
send written notice of revocation, prior to the Annual Meeting, to our Secretary, Mr. Philip Sivin , at Rithm Capital Corp. , 799 Broadway , 8thFloor, New York, New York 10003;
3
•
sign, date and mail a new proxy card to our Secretary;
•
dial the number provided on the proxy card and vote again;
•
log onto the Internet site provided on the proxy card and vote again; or
•
attend the Annual Meeting and vote your shares in person.
Street Name Holders.If you are a street name holder, you must contact your bank or broker to receive instructions as to how you may revoke your proxy instructions.
Copies of Annual Report to Stockholders
A copy of our Annual Report on Form 10-K for our most recently completed fiscal year, which has been filed with the Securities and Exchange Commission (the "SEC"), will be mailed to stockholders entitled to vote at the Annual Meeting who have elected to receive a hard copy of the proxy materials and is also available without charge to stockholders upon written request to: Rithm Capital Corp. , 799 Broadway , 8thFloor, New York, New York 10003, Attention: Investor Relations. You can also find an electronic version of our Annual Report on the "Investors" section of our website (www.rithmcap.com).
Voting Results
Confidentiality of Voting
We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our Inspector of Election, Equiniti Trust Company, LLC , to examine these documents.
Recommendations of the Board of Directors
The Board of Directors recommends a vote:
(i)
FORthe election of the two Class III nominees to our Board of Directors to serve until the 2028 annual meeting of stockholders and until their successors are elected and duly qualified;
(ii)
FORthe approval of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 ; and
(iii)
FORthe approval (on a non-binding advisory basis) of the compensation of our named executive officers as described in the accompanying material.
4
PROPOSAL NO. 1 ELECTION OF DIRECTORS
The first proposal is to elect two Class III nominees to our Board of Directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified.
Our Bylaws provide that our Board of Directors shall consist of not less than three and not more than nine directors as the Board of Directors may from time to time determine. The number of directors on the Board is currently fixed at seven. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms.
Our current Board of Directors is classified as follows:
|
Class
|
| |
Term Expiration
|
| |
Director
|
| |
Age
|
| ||||||
|
Class I
|
| | | | 2026 | | | |
|
| | | | 63 | | |
| | | | | | | | | |
|
| | | | 65 | | |
|
Class II
|
| | | | 2027 | | | |
|
| | | | 70 | | |
| | | | | | | | | |
|
| | | | 62 | | |
| | | | | | | | | |
|
| | | | 66 | | |
|
Class III
|
| | | | 2025 | | | |
|
| | | | 51 | | |
| | | | | | | | | |
|
| | | | 65 | | |
The Board of Directors has unanimously proposed Peggy Hwan Hebard and Ranjit M. Kripalani as nominees for election as Class III directors. Each of the director nominees currently serves on our Board of Directors. If elected at the Annual Meeting, Ms. Hebard and Mr. Kripalani will hold office until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all executed proxies we receive with no specificationsFORPeggy Hwan Hebard and Ranjit M. Kripalani . If any of the nominees becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors.
Assuming a quorum is present, for the election of the director nominees to our Board of Directors, the affirmative vote by holders of a plurality of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the election of directors is sufficient to elect the nominees. Brokers who do not receive instructions are not entitled to vote on the election of directors. A vote "withheld" from a director nominee or a broker non-vote on a director nominee will not affect the outcome of the election of directors.
The Board of Directors recommends that you vote FOR the election of Ms. Hebard and Mr. Kripalani to serve as our Class III directors until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified.
5
Information Concerning Our Directors, Including the Director Nominees
Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors.
Each of our directors was selected because of the knowledge, experience, skill, expertise and perspectives the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; wide range of perspectives; and the commitment to devote significant time and energy to service on the Board of Directors and its committees.
| |
Director since |
| | | |
| |
Director since |
| | |
6
| | | | | 1993 until 1996. From |
|
| |
Director since |
| | | |
| |
Director since |
| | |
7
| | | | | | |
| |
Director Since |
| | | |
| | Chairman of the Board since |
| | |
8
| | | | | of the investment bank. Prior to his tenure at |
|
| |
Director since |
| | |
Compensation of Directors
Our independent directors are paid in two principal ways: an annual cash retainer and an annual award of shares of our Common Stock.
Our independent directors are paid a total annual fee of $275,000 in two semi-annual installments - (i) $150,000 in shares of our Common Stock issued based on the fair market value of our Common Stock on the date of issuance and paid on the first business day after each annual stockholders' meeting and (ii) $125,000 of fees paid in December in cash, or, at the election of the relevant director, by issuance of shares of our Common Stock, based on the value of our Common Stock on the date of issuance. In addition, an annual fee of $20,000 is paid to the chairperson of each of the Audit Committee and the Compensation Committee, and an annual fee of $10,000 is paid to the chairperson of each of the Nominating and Corporate Governance Committee and the Regulatory Committee. Such chairperson fees are paid in two semi-annual installments, at the same time as the payments of the directors' annual fee - (i) half in shares of our Common Stock issued based on the fair market value of our Common Stock on the date of issuance and paid on the first business day after each annual stockholders' meeting and (ii) half paid in December in cash, or at the election of the relevant director, by issuance of shares of our Common Stock, based on the value of our Common Stock on the date of issuance.
We do not separately compensate our affiliated directors. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.
9
Director Compensation Table for 2024
|
|
| |
Fees Earned
or Paid in Cash(4) |
| |
Stock Awards
|
| |
Option
Awards(5) |
| |
Total
|
| ||||||||||||
|
|
| | | $ | 41,446 | | | | | | - | | | | | | - | | | | | $ | 41,446 | | |
|
|
| | | $ | 130,000 | | | | | $ | 155,007 | | | | | | - | | | | | $ | 285,007 | | |
|
|
| | | $ | 135,000 | | | | | $ | 160,010 | | | | | | - | | | | | $ | 295,010 | | |
|
|
| | | $ | 43,098 | | | | | | - | | | | | | - | | | | | $ | 43,098 | | |
|
|
| | | $ | 125,000 | | | | | $ | 150,004 | | | | | | - | | | | | $ | 275,004 | | |
|
|
| | | $ | 135,000 | | | | | $ | 160,010 | | | | | | - | | | | | $ | 295,010 | | |
|
|
| | | $ | 86,902 | | | | | $ | 155,007 | | | | | | - | | | | | $ | 241,909 | | |
(1)
(2)
(3)
(4)
Each director may elect to receive their respective $125,000 of fees paid in cash and the half of their committee chairperson fees paid in cash, as applicable, by issuance of shares of our Common Stock instead.
(5)
As of December 31, 2024 , other than 1,000 options previously awarded and held by each of Ms. Le Melle and Mr. Sloves , none of our non-employee directors held any option awards or unvested stock awards.
Director Stock Ownership Guidelines
Effective June 30, 2022 , our Board of Directors implemented stock ownership guidelines for directors, which require each non-employee director to accumulate and hold stock valued at four times the portion of the director's annual fee paid in cash. Until such ownership level is achieved, non-employee directors must retain at least 50% of the net-after-tax value of the shares acquired in each award of equity compensation.
Determination of Director Independence
At least a majority of the directors serving on the Board of Directors must be independent. For a director to be considered independent, our Board of Directors must determine that the director does not have any direct or indirect material relationship with the Company. Our Board of Directors has established categorical standards to assist it in determining director independence, which conform to the independence requirements under the NYSE listing rules. Under the categorical standards, a director will not be independent if:
(i)
within the preceding three years: (a) the director was employed by the Company; (b) an immediate family member of the director was employed by the Company as an executive officer; (c) the director or an immediate family member of the director received more than $120,000 per year in direct compensation from the Company or any controlled affiliate (other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service)); (d) the director was employed by or affiliated with the independent registered public accounting firm of the Company; (e) an immediate family member of the director was employed by the independent registered public accounting firm of the Company as a partner, principal or manager; or (f) an executive officer of the Company was on
10
the compensation committee of a company which employed the director, or which employed an immediate family member of the director, as an executive officer; or
(ii)
he or she is an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company is the greater of $1 million or two percent of such other company's consolidated gross annual revenues.
Whether directors are considered independent under these categorical independence tests and all other relevant facts and circumstances is reviewed and made public annually prior to our annual meeting of stockholders. The Board of Directors has determined that each of Mses. Hebard and Le Melle and Messrs. Addas, Finnerty, Kripalani and Saltzman are independent for purposes of NYSE Rule 303A and that each such director has no material relationship with the Company. In addition, the Board of Directors had determined that Mr. Sloves , who served on our Board of Directors until November 1, 2024 , was independent for purposes of NYSE Rule 303A and had no material relationship with the Company.
Statement on Corporate Governance
We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board of Directors consists of a majority of independent directors (in accordance with the rules of the NYSE). Our Audit Committee , Nominating and Corporate Governance Committee, Compensation Committee and Regulatory Committee are each composed entirely of independent directors.
We have adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and a Code of Ethics for Principal Executive Officers and Senior Financial Officers, which together delineate our standards for our officers and directors and our employees. We make available, free of charge through a link on our website under the "Investors" section, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, if any, as filed with the SEC as soon as reasonably practicable after such filing. Our site also contains our Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officers and Senior Financial Officers, our Corporate Governance Guidelines, our Regulation FD Policy, our Accounting and Auditing Whistleblower Policy and the charters of the Audit Committee , Nominating and Corporate Governance Committee and Compensation Committee. Our website address is www.rithmcap.com. You may also obtain these documents by writing to the Company at 799 Broadway , 8thFloor, New York, NY 10003, Attention: Investor Relations.
As mentioned above, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that the Company files with, or submits to, the SEC , compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof. This code is supplemented by our Code of Ethics for Principal Executive Officers and Senior Financial Officers, which sets forth specific policies to guide the Company's senior officers in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above. The Company intends to disclose any material changes in or waivers from either code applicable to the Company's executive officers or directors by posting such information on our website.
In addition, the Company has adopted the Rithm Capital Corp. Insider Trading Compliance Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities.
The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. Mr. Nierenberg serves as our Chief Executive Officer and Chairman of the Board of Directors. The Board of Directors believes that having Mr. Nierenberg serve as both Chief Executive Officer and Chairman is an appropriate, effective and efficient leadership structure, and has determined that combining
11
the Chief Executive Officer and Chairman roles provides for clear accountability and leadership responsibility and facilitates effective decision-making and a cohesive corporate strategy. The Board of Directors periodically reviews the Company's leadership structure. The Company does not have a lead independent director; however, an independent director presides over the executive sessions. For additional information, see "Executive Sessions of Non-Management Directors."
Succession Planning
The Board of Directors is responsible for planning for succession to the position of Chief Executive Officer, as well as certain other senior management positions. The Nominating and Corporate Governance Committee shall develop and recommend to the Board of Directors for approval succession plans for the Chief Executive Officer and certain other senior management positions. To assist the Nominating and Corporate Governance Committee , the Chief Executive Officer shall periodically provide the Nominating and Corporate Governance Committee with an assessment of persons considered potential successors to the Chief Executive Officer and other senior management positions.
Environmental and Social Responsibility
We believe in championing our customers, employees and communities through empowerment, as well as action. We are committed to conducting operations and activities in a sustainable manner and continually aim to find new ways to improve our corporate sustainability through energy efficiency, conservation and waste reduction. For example, at all of our operating companies, we encourage our colleagues and customers to "go green" or paperless where applicable and, at our mortgage company, we provide our customers with opportunities to leaabout conserving energy in their homes, and we use technology to digitally streamline the loan process. In addition, our mortgage company is continuing a successful partnership with One Tree Planted, through which we donate a tree for every customer who switches from paper to electronic statements during Earth Month. We continue to encourage energy conservation, and our mortgage company is committed to reducing waste in our operations. Additionally, the mortgage company launched a recycling program in one of our largest offices that has been adopted by the building landlord for use by all tenants.
We are committed to making a positive impact on our communities and employees. The understanding that strong communities and high rates of homeownership help communities thrive is integral to our work, and we believe that strong communities are built on a foundation of stable housing. That is why we are committed to supporting financial inclusion and first-time homebuyers by providing educational resources and grants to help them achieve their dream of homeownership. For example, within our mortgage company, we have an Affordable Housing and Equity in Home Ownership (AH&EHO) strategy, which connects our business model to our corporate responsibility mission. These programs aim to expand access to affordable and sustainable mortgage programs, while advancing economic opportunities for low- to moderate-income borrowers. Our mortgage company's affordable housing strategies include:
(i)
an enterprise-wide initiative to formulate and implement affordable housing strategies across each channel;
(ii)
an in-house credit enhancement program, which provides information to borrowers to elevate their credit score at no cost to them; and
(iii)
working to expand and deepen engagement with mission-focused Community Development Financial Institutions and Small Financial Institutions.
Further, outside of our affordable housing initiatives, we maintain various philanthropic initiatives. Rithm's philanthropic efforts include partnerships with nonprofits such as New York Cares on various educational initiatives, including providing resources to New York City children and students in under- served communities. Additionally, when Hurricanes Helene and Milton struck the Southeast in 2024, Rithm joined forces with a group of artists as an official corporate sponsor of SOULSHINE, a live benefit concert at Madison Square Garden, which raised over $4.5 million for impacted communities, and our mortgage company team volunteered over 11,000 hours to support recovery and resilience in the region. Our subsidiary, Sculptor Capital Management, Inc. (together with its subsidiaries, "Sculptor") executes its philanthropy
12
through itsSculpting Changeinitiative, which focuses on activities and contributions to support families, sustainability, economic and educational progress and veterans.
Our mortgage company's philanthropic arm, Newrez NOW (Neighborhood Outreach Works), helps support the following community service opportunities for our employees:
(i)
Volunteer paid time off;
(ii)
Matching gifts of up to $1,000 per person per year for qualifying charitable giving;
(iii)
Corporate Grants Program focusing on employee-nominated local organizations;
(iv)
A "Community Engagement Council " program at our main office locations that empowers our employees to lead philanthropic giving in their communities; and
(v)
Annual fundraising and campaign opportunities for consumers to engage with our major fundraising campaigns.
We also incorporate climate risk and environmental, social and governance ("ESG") considerations over the investment lifecycle, viewing such considerations as an important component in underwriting and risk monitoring across investment disciplines. 100 percent of Sculptor's invested capital is covered by its ESG policy. Additionally, Sculptor is signatory to, and seeks to align its ESG investment practices with, the tenets set out by the United Nations Principles for Responsible Investment . Sculptor also conducts ongoing ESG quarterly monitoring and regular committee reviews and database training.
Anti-Hedging & Pledging Policy
Pursuant to our policies and procedures for transacting in Company securities, including our Insider Trading Compliance Policy, all of our directors, executive officers and employees are prohibited from engaging in any transaction intended to hedge or minimize losses in the Company's securities, including engaging in transactions in puts, calls or other derivatives of the Company's securities or short-selling the Company's securities. Additionally, such policies also provide that all of our directors, executive officers and employees are prohibited from engaging in margin trading or pledges of the Company's securities as collateral.
Board and Committee Meetings
During the year ended December 31, 2024 , our Board of Directors held 10 meetings of the Board of Directors. No director attended fewer than 75 percent of all meetings of our Board of Directors and the committees on which such director served. The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Regulatory Committee (formerly the Mortgage Regulatory Compliance Committee). During 2024, the Audit Committee met seven times, the Compensation Committee met six times, the Nominating and Corporate Governance Committee met two times and the Regulatory Committee met four times. Although director attendance at the Company's annual meeting each year is encouraged, the Company does not have an attendance policy. All of our then-current directors attended our annual meeting of stockholders in 2024.
Audit Committee.Our Board of Directors has a standing Audit Committee composed entirely of independent directors. The current members of the Audit Committee are Ms. Hebard (Chairperson) and Messrs. Addas (as of November 1, 2024 ) and Finnerty, each of whom has been determined by our Board of Directors to be independent in accordance with the NYSE listing rules and the SEC's audit committee independence standards. Prior to his resignation as a member of our Board on November 1, 2024 , Mr. Sloves served on the Audit Committee. Ms. Hebard has served as the Chairperson of the Audit Committee since May 25, 2023 . The purpose of the Audit Committee is to provide assistance to the Board of Directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting the Board of Directors' oversight of the following: (a) the integrity of the Company's financial statements, earnings releases, the disclosures under the section captioned "Management's
13
Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Forms 10-K and 10-Q and significant accounting policies; (b) the Company's compliance with legal and regulatory requirements; (c) the Company's independent registered public accounting firm's qualifications and independence; (d) the performance of the Company's internal audit function and the appointment, compensation, performance and retention of the Company's independent registered public accounting firm; and (e) cybersecurity risk management. The Audit Committee operates pursuant to a charter, which is available on our website, www.rithmcap.com. You may also obtain a copy of the charter by writing to the Company at 799 Broadway , 8thFloor, New York, New York 10003, Attention: Investor Relations.
The Board of Directors has determined that Ms. Hebard , our Audit Committee Chairperson, qualifies as an "Audit Committee Financial Expert" as defined by the rules of the SEC , and as noted above, our Board of Directors has determined that Ms. Hebard is independent under NYSE and SEC standards.
Compensation Committee.Our Board of Directors has a standing Compensation Committee composed entirely of independent directors. The members of the Compensation Committee are currently Ms. Hebard and Messrs. Addas (as of November 1, 2024 ), Finnerty and Saltzman (Chairperson), each of whom has been determined by our Board of Directors to be independent in accordance with the NYSE listing rules. Prior to his resignation as a member of our Board on November 1, 2024 , Mr. Sloves served on the Compensation Committee. The responsibilities of the Compensation Committee include, but are not limited to, the following: (a) overseeing the design of our executive compensation programs, policies and practices; (b) determining the types and amounts of compensation for our named executive officers; (c) administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan, of the Company; (d) making recommendations to our Board of Directors regarding director compensation; (e) reviewing and discussing with management our compensation discussion and analysis included in our annual proxy statement; and (f) preparing the compensation committee report as required under SEC rules. The charter of the Compensation Committee is available on our website, www.rithmcap.com. You may also obtain a copy of the charter by writing to the Company at 799 Broadway , 8thFloor, New York, New York 10003, Attention: Investor Relations.
The compensation paid to our named executive officers during 2024 is discussed under "Compensation Discussion and Analysis" included herein.
Each member of the Compensation Committee is a "non-employee director" as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as being an independent director under the NYSE listing standards and other applicable laws, rules and regulations.
Nominating and Corporate Governance Committee.Our Board of Directors has a standing Nominating and Corporate Governance Committee composed entirely of independent directors. The current members of the Nominating and Corporate Governance Committee are Ms. Le Melle and Messrs. Finnerty (Chairperson) and Kripalani (as of November 1, 2024 ), each of whom has been determined by our Board of Directors to be an independent director in accordance with the NYSE listing rules. Prior to his resignation as a member of our Board on November 1, 2024 , Mr. Sloves served on the Nominating and Corporate Governance Committee . The functions of the Nominating and Corporate Governance Committee include, without limitation, the following: (a) recommending to the Board of Directors for both election and re-election the individuals qualified to be nominated as directors of the Company and on committees of the Board of Directors; (b) advising the Board of Directors with respect to the composition, procedures and committees of the Board of Directors; (c) advising the Board of Directors with respect to the corporate governance principles applicable to the Company; (d) overseeing the evaluation of the Board of Directors; and (e) developing and recommending succession planning to the Board of Directors. The charter of the Nominating and Corporate Governance Committee is available on our website, www.rithmcap.com. You may also obtain a copy of the charter by writing to the Company at 799 Broadway 8thFloor, New York, New York 10003, Attention: Investor Relations.
14
qualifications of the candidate and may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.
Regulatory Committee. Our Board of Directors has a standing Regulatory Committee composed entirely of independent directors. The current members of the Regulatory Committee are Ms. Le Melle and Mr. Kripalani (Chairperson), each of whom has been determined by our Board of Directors to be an independent director in accordance with the NYSE listing rules. Prior to his resignation as a member of our Board on November 1, 2024 , Mr. Sloves served as the Chairperson of the Regulatory Committee. Prior to February 5, 2025 , the Regulatory Committee was named the Mortgage Regulatory Compliance Committee and focused on regulatory compliance in the Company's mortgage operations. On February 5, 2025 , after reviewing the Mortgage Regulatory Compliance Committee's charter, the members of such committee resolved to (i) change the name of the committee to the Regulatory Committee and (ii) revise the Regulatory Committee's charter to reflect the Company's current business and circumstances. The functions of the Regulatory Committee include, without limitation, the following: (a) overseeing the Company's overall regulatory compliance programs, policies and procedures, the Company's efforts to identify and manage significant compliance exposure and the Company's material regulatory examinations; (b) assisting the Audit Committee with reviewing internal audit findings, risk assessment findings or outstanding regulatory issues; (c) supervising any investigation into significant potential or actual failures to comply with law or regulation; (d) reporting to the Board of Directors with respect to the Company's regulatory compliance activities; and (e) in conjunction with the Audit Committee, cybersecurity risk management. You may obtain a copy of the charter by writing to the Company at 799 Broadway 8thFloor, New York, New York 10003, Attention: Investor Relations.
Director Nomination Process. The Company's Bylaws provide certain procedures that a stockholder must follow to nominate persons for election to the Board of Directors. Nominations for director at an annual stockholder meeting must be submitted in writing to the Company's Secretary at Rithm Capital Corp. , 799 Broadway , 8thFloor, New York, New York 10003. The Secretary must receive the notice of a stockholder's intention to introduce a nomination at an annual stockholders meeting (together with certain required information set forth in the Company's Bylaws) within the time frames set forth below under "Advance Notice for Stockholder Nominations and Proposals for 2026 Annual Meeting."
In addition to considering a director-candidate's background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board of Directors and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Nominating and Corporate Governance Committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. Our evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. The Nominating and Corporate Governance Committee strives to nominate individuals with a variety of complementary skills and perspectives.
Board Role in Risk Oversight.The Company's risk management, including cybersecurity risk, is overseen by the Chief Executive Officer and Chief Risk Officer , who receive reports directly from other officers and individuals who perform services for the Company. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company's credit, liquidity and operations, including risks and contingencies associated with each area. As discussed under "Regulatory Committee", the Board
15
of Directors established the Regulatory Committee to further assist with risk oversight. The Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company's corporate strategy and day-to-day business operations.
Executive Sessions of Non-Management Directors
Executive sessions of the non-management directors occur during the course of the year. "Non- management directors" include all directors who are not officers of the Company. The non-management director presiding at those sessions may rotate from meeting to meeting among the chair of each of the Nominating and Corporate Governance Committee , the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.
The Company provides the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board of Directors to provide comments, to report concerns or to ask a question, at the following address:
Attn: Secretary
Stockholders may contact the non-management directors (including the director who presides over the executive sessions of non-management directors, or the non-management directors as a group, or the Audit Committee as a group) at the address above.
All communications received as set forth in the preceding paragraph will be opened by our Legal Department, for the sole purpose of determining whether the contents represent a message to the members of the Board of Directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairperson of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.
16
REPORT OF THE AUDIT COMMITTEE
In accordance with and to the extent permitted by the rules of the SEC , the information contained in the following Report of the Audit Committee shall not be incorporated by reference into any of the Company's future filings made under the Exchange Act and shall not be deemed to be "soliciting material" or to be "filed" under the Exchange Act or the Securities Act of 1933, as amended.
The Audit Committee operates under a written charter approved by the Board of Directors, consistent with the corporate governance rules issued by the SEC and the NYSE. The Audit Committee's charter is available on the Company's website, www.rithmcap.com. The members of the Audit Committee hold executive sessions during the course of the year.
The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. It is not the duty of the Audit Committee to prepare the Company's financial statements, to plan or conduct audits or to determine that the Company's financial statements are complete and accurate in accordance with generally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The independent registered public accounting firm is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles.
The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the Company's internal control over financial reporting, including a review of management's and the independent registered public accounting firm's assessments of and reports on the effectiveness of internal control over financial reporting and any significant deficiencies or material weaknesses.
The Audit Committee has reviewed and discussed with management the audited financial statements in the annual report on Form 10-K.
The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC , including the auditor's judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable PCAOB requirements and has discussed with the independent registered public accounting firm their independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2024 , for filing with the SEC . The Audit Committee and the Board of Directors also have recommended, subject to stockholder approval, the selection of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 .
The Audit Committee
17
PROPOSAL NO. 2 APPROVAL OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposed Independent Registered Public Accounting Firm
Representatives of Ernst & Young LLP will be present at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from stockholders.
Assuming a quorum is present, the affirmative vote by holders of a majority of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required to approve the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 . Brokers who do not receive instructions are entitled to vote on the ratification of the appointment of the independent registered public accounting firm under this proposal no. 2. Abstentions will have the same effect as a vote "against" and broker non-votes will not affect the outcome of this proposal no. 2 for the appointment of the independent registered public accounting firm.
The Board of Directors recommends that you vote FOR the approval of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 .
Principal Accountant Fees and Services
During the most recent two fiscal years, we engaged Ernst & Young LLP to provide us with audit, audit-related and tax services. Services provided included the audit of annual financial statements, audit of internal control over financial reporting, interim reviews of unaudited quarterly financial information and reviews of filings with the SEC . The following table summarizes the aggregate fees billed for professional services provided to the Company by Ernst & Young LLP for the years ended December 31, 2024 and 2023:
|
Year
|
| |
Audit Fees
|
| |
Audit-
Related Fees |
| |
Tax Fees
|
| |
All Other Fees
|
| |
Total Fees
|
| |||||||||||||||
|
2024
|
| | | $ | 8,422,753 | | | | | $ | 385,700 | | | | | $ | 1,758,670 | | | | | | - | | | | | $ | 10,567,123 | | |
|
2023
|
| | | $ | 9,781,200 | | | | | $ | 342,700 | | | | | $ | 1,196,136 | | | | | | - | | | | | $ | 11,320,036 | | |
Audit Fees.Audit fees are fees and out-of-pocket expenses for the audit of the Company's consolidated financial statements, the audit of the Company's internal control over financial reporting, interim reviews of the Company's quarterly reports on Form 10-Q, required audits of certain subsidiaries and required reviews of SEC filings, including with respect to equity offerings.
Audit-Related Fees.Audit-related fees include fees for a service organization control report for a subsidiary, an employee benefit plan audit, and the performance of agreed upon procedures on certain information included within private placement memoranda corresponding to the issuance of collateralized debt.
Tax Fees.Tax fees are related to tax planning, compliance and tax retupreparation for the Company and certain subsidiaries.
18
fees, $799,997 for audit-related fees and $1,601,215 for tax fees. These services are provided to, and paid by, the funds managed by Sculptor or other entities we do not consolidate and therefore are not included in the above table.
The Audit Committee has considered all services provided by the independent registered public accounting firm to us and has concluded this involvement is compatible with maintaining the auditors' independence.
The Audit Committee is responsible for appointing the Company's independent registered public accounting firm and approving the terms of the independent registered public accounting firm's services. All engagements for services in the most recent fiscal year were pre-approved by the Audit Committee. The Audit Committee has a policy requiring the pre-approval of all audit and permissible non-audit services to be provided by the independent registered public accounting firm.
19
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
The following proposal, also known as a "say-on-pay" vote, gives our stockholders the opportunity to vote to approve or not approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed below in the section entitled "Executive Compensation" of this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices with respect to our named executive officers. We are providing this vote as required by Section 14A of the Exchange Act, which was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Our Board of Directors and Compensation Committee believe that the overall design and function of the Company's executive compensation program are appropriate and effective in aligning the interests of the Company, management and the Company's stockholders and that management is properly incentivized to manage the Company in a prudent manner. Accordingly, we are asking our stockholders to vote "FOR" the adoption of the following resolution:
"RESOLVED, that the stockholders of Rithm Capital Corp. advise that they approve the compensation of the named executive officers of the Company, as disclosed pursuant to the compensation disclosure rules of the SEC under Item 402 of Regulation S-K (which disclosure shall include the Compensation Discussion and Analysis, the related compensation tables and related narrative discussion and any other related material included herein)."
Although the vote is non-binding, our Board of Directors and Compensation Committee value the opinions expressed by our stockholders in their vote on this proposal and will review and consider the outcome of the vote in connection with their ongoing evaluation of the Company's executive compensation program.
Assuming a quorum is present, the affirmative vote by holders of a majority of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote thereon is required for approval of this proposal. Abstentions will have the same effect as a vote "against"; failures to vote and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.
The Board of Directors recommends that you vote FOR advisory approval of the resolution set forth above.
20
EXECUTIVE OFFICERS
The following table shows the names and ages of our executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.
|
|
| |
Age
|
| |
Position
|
|
|
|
| |
62
|
| | Chairman of the Board, Chief Executive Officer and President | |
|
|
| |
56
|
| | Chief Financial Officer, Chief Accounting Officer and Treasurer | |
|
|
| |
52
|
| | Chief Legal Officer | |
21
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
Our compensation program is designed to align management incentives with the long-term interests of our stockholders. This Compensation Discussion and Analysis provides stockholders with information about our business and performance and our 2024 compensation approach and decisions.
In 2024, the Company continued its mission of building a comprehensive asset management business and also demonstrated steady and significant growth across all of its segments.
Key financial accomplishments for our management team in 2024 included:
•
Generated Strong Earnings, generating Generally Accepted Accounting Principles ("GAAP") Net Income per diluted share of $1.67 (a), representing approximately a 52% increase from 2023(b); Earnings Available for Distribution ("EAD")(c)per diluted share of $2.10 (a), representing approximately a 22% increase from 2023(b)(c); and GAAP Net Income of $835 million and EAD(c)of $1.05 billion ;
•
Provided Strong Economic Returns and Retuon Equity, generating a total economic return(d)of 14%, a GAAP retuon average equity ("ROE") of 14%(e)and an EAD ROE (c)(e)of 17%;
•
Increased our Book Value(f), ending the year with a book value of $12.56 per common share, after our quarterly dividend payouts, approximately a 6% increase from the end of 2023;
•
Preserved Liquidity in a Challenging Market, maintaining $1.6 billion of total cash and liquidity(g)as of December 31, 2024 through a volatile market; and
•
Delivered Superior Performance on a Relative Basis, generating a total economic return(d)of 14%, compared to an average total economic retuof 9% for similar financial services competitors.
Key strategic accomplishments for our management team during 2024 included:
•
•
Issued $775.0 million aggregate principal amount of Senior Unsecured Notes due 2029and completed a tender offer of 50% of the Company's outstanding $550.0 million aggregate principal amount of Senior Unsecured Notes due 2025;
•
Raised $342.9 million from the issuance of 30 million shares of common stock in a public offering;
•
Broadened financings and portfolio of assets, entering into transactions such as (i) an investment in a notable mortgage warehouse credit risk transfer transaction, (ii) commercial real estate ("CRE") transactions, (iii) a $461 million secured financing backed by mortgage servicing rights ("MSRs"), which was a first-of-its-kind non-recourse term financing of MSRs and (iv) the first and second ever rated residential transitional loan securitizations;
•
Completed & Successfully Integrated the Acquisition of Specialized Loan Servicing LLC ("SLS"), significantly expanding our mortgage company's subservicing and special servicing portfolio:
•
Added $56.0 billion in UPB of MSRs and $98.0 billion in UPB of third-party and other servicing, further expanding our mortgage company's third-party servicing franchise;
•
Boarded approximately 750,000 loanson to the Newrez system within a four-month period with no material disruptions;
•
Utilized novel transaction structurein order to efficiently navigate regulatory approvals and minimize customer disruption;
•
Focused on the Management of Sculptor, generating strong momentum across the platform:
•
Strong risk-adjusted investment performance across the platform in 2024;
22
•
Drove substantial fundraising in 2024, with $5 billion of gross inflows across the platform;
•
Assets Under Management ("AUM") of $34 billion (h)as of December 31, 2024 , including the launch of Sculptor Real Estate Fund V, the acceleration of momentum in Sculptor's non-traded REIT and the launch of Sculptor's collateralized loan obligation ("CLO") equity platform with an anchor investment from Rithm;
•
Continued the Expansion and Diversification of the Genesis Capital Franchise, with a funded volume of $1.2 billion , representing a 101% increase from 2023, and an increase of the number of sponsors to 140, representing a 14% increase from 2023; and
•
Completed a Transaction to Become the External Manager of Rithm Property Trust Inc. ("RPT"), a publicly traded mortgage REIT, leveraging our CRE platform to transform RPT into a CRE investment vehicle and demonstrating our ability to grow into a diversified global asset manager and generating fee-related earnings.
(a)
Per diluted share calculations for both GAAP Net Income and EAD are based on 499,597,670 weighted average diluted common for the year ended December 31, 2024 .
(b)
GAAP Net Income and EAD per diluted share for the year ended December 31, 2023 was $1.10 and $2.06 per diluted share, respectively. Per diluted share calculations for both GAAP Net Income and EAD were based on 483,716,715 weighted average diluted shares for the year ended December 31, 2023 . The 22% increase from 2023 adjusts for a one-time gain of $167 million from the sale of excess servicing rights in 2023.
(c)
Annex A includes a discussion and reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure.
(d)
Total economic returepresents Rithm book value change from December 31, 2023 to December 31, 2024 , plus common dividends declared during that time, divided by Rithm book value as of December 31, 2023 .
(e)
GAAP Net Income ROE for the year ended December 31, 2024 is calculated based on GAAP Net Income for the year ended December 31, 2024 , divided by the average book value for the current year. EAD ROE for the year ended December 31, 2024 is calculated based on EAD for the year ended December 31, 2024 , divided by the average book value for the current year.
(f)
Book value per share is based on common shares outstanding of 520,656,256 as of December 31, 2024 . Book value per share as of December 31, 2023 was $11.90 and was based on common shares outstanding of 483,226,239 as of December 31, 2023 .
(g)
Cash and liquidity includes cash and available undrawn financing.
(h)
AUM refers to the assets for which Sculptor provides investment management, advisory or certain other investment-related services. This is generally equal to the sum of (i) net asset value of the open-ended funds or gross asset value of Real Estate funds, (ii) uncalled capital commitments, (iii) par value of collateralized loan obligations. AUM includes amounts that are not subject to management fees, incentive income or other amounts earned on AUM. AUM also includes amounts that are invested in other Sculptor funds/vehicles. Our calculation of AUM may differ from the calculations of other asset managers, and as a result, may not be comparable to similar measures presented by other asset managers. Our calculations of AUM are not based on any definition set forth in the governing documents of the investment funds and are not calculated pursuant to any regulatory definitions.
Our Named Executive Officers for 2024
For the fiscal year ended December 31, 2024 , our named executive officers were as follows:
•
•
23
•
•
(a)
(b)
Role of the Compensation Committee in Executive Compensation
Our Compensation Committee made all decisions regarding the compensation levels of our named executive officers (other than Mr. Sivin , as discussed herein) relating to fiscal year 2024 compensation. It is our Compensation Committee's responsibility to:
•
oversee the design of our executive compensation programs, policies and practices;
•
determine the types and amounts of compensation for our named executive officers; and
•
review and approve the adoption, termination and amendment of, and to administer and, as appropriate, make recommendations to our Board of Directors regarding, our incentive compensation plans.
Our objective is to provide a market-based executive compensation program tied to performance and aligned with the interests of our stockholders.
Role of the Independent Compensation Consultant
Our Compensation Committee reviews the competitiveness of our executive compensation programs and recent governance trends relating to executive compensation when determining the compensation levels for our named executive officers. To assist the Compensation Committee in this process, our Compensation Committee retained FW Cook as its independent compensation consultant to provide advice on our executive compensation practices. FW Cook does no work for our management team that is not under the Compensation Committee's purview. Representatives of FW Cook attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. During 2024, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under applicable NYSE rules and concluded the retention of FW Cook did not raise any conflicts of interest.
Role of Executive Officers in Executive Compensation
The Compensation Committee takes into consideration recommendations from Mr. Nierenberg on the compensation of named executive officers other than himself. Our Compensation Committee took Mr. Nierenberg's recommendations into account in making its determinations with respect to the base salaries for Messrs. Santoro, Zeiden and Sivin, and for the earned incentive compensation payable to Messrs. Santoro and Zeiden (Mr. Sivin was no longer an executive officer of the Company at the time of the Compensation Committee's approval of earned incentive compensation for performance in 2024), but ultimately all determinations (other than Mr. Sivin's earned incentive compensation for performance in 2024) with respect to the compensation of all of our named executive officers were made by the Compensation Committee in its sole discretion.
Objectives of our Executive Compensation Program
Our executive compensation program is built on the following objectives:
•
Attract and Retain the Right Talent. Executive compensation opportunities should be market- competitive to attract and retain highly motivated talent with a performance-driven mindset;
24
•
Pay for Performance. The majority of each executive's compensation opportunity should be at-risk and tied to the achievement of short-term and long-term financial and strategic objectives; and
•
Align the Interest of Management with Stockholders. A substantial portion of executive's total compensation should be in the form of equity-based incentives, subject to multi-year vesting schedules.
Elements of our Executive Compensation Program
The compensation program for our named executive officers consists of an annual base salary, the ability to eashort-term incentive awards, the ability to ealong-term equity incentive awards based on individual and Company performance and the ability to participate in employee benefit plans and programs at the same level and on the same terms that apply to Rithm Capital Corp.'s employees generally. The following is a detailed description of each material element of our compensation program for our named executive officers for the 2024 fiscal year.
Base Salary. Base salary is a fixed component of compensation for each of our named executive officers. The base salaries of our named executive officers are intended to reflect the position, duties and responsibilities of each executive. For 2024, the Compensation Committee amended Mr. Nierenberg's employment agreement, re-allocating Mr. Nierenberg's target pay opportunity by reducing the base salary and target short-term incentive opportunity and increasing the target long-term incentive opportunity. This reallocation is intended to more strongly align Mr. Nierenberg's compensation with long-term performance and stockholder interests. Pursuant to the Amended Employment Agreement (as defined below), his base salary was reduced from $1,250,000 to $1,000,000 , effective April 1, 2024 . The 2024 base salaries for Messrs. Santoro and Sivin were increased to $400,000 , from $300,000 and $250,000 , respectively, effective as of January 1, 2024 in order to bring their salaries in line with other senior employees of our Company. The base salary for Mr. Zeiden was $500,000 (for Mr. Zeiden , such base salary is inclusive of his salary received at Sculptor during 2024). The base salaries payable to our named executive officers may be adjusted from time to time based on the executive's performance and other factors as determined by our Compensation Committee.
Short-Term Incentive Awards.Our named executive officers are each eligible to receive annual short-term incentive bonus payments from the Company based on annual performance achievements. We consider these short-term incentive bonuses to be "at-risk" compensation.
For 2024, Mr. Nierenberg had a target short-term incentive opportunity equal to $4,000,000 , which was decreased from $5,000,000 in 2023, pursuant to his Amended Employment Agreement, which reallocated target pay opportunity from base salary and target short-term incentive to long-term incentive. Mr. Nierenberg was eligible to eafrom 0% to 200% of his target amount based on performance in three categories: financial, strategic and individual performance:
•
Financial Category (weighted 60%) - The Compensation Committee selected Earnings Available for Distribution (EAD) per diluted share as the financial metric because it is a key metric that allows our investors to readily identify and track the operating performance of the assets that form the core of the Company's activity, compare the core operating results between periods and value our stock. EAD per diluted share measures our ability to generate income in a manner accretive to stockholders. Target 2024 EAD per diluted share was aligned with the Company's internal operating plan established as of the first quarter of 2024. The Compensation Committee established a goal range around target for threshold and maximum payouts; these goals along with actual performance and the corresponding payout were follows:
| | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
2024 Actual
|
| ||||||||||||
|
EAD per Diluted Share
|
| | | $ | 1.39 | | | | | $ | 1.74 | | | | | $ | 2.00 | | | | | $ | 2.10(a) | | |
|
Payout (% of Target)
|
| | | | 25% | | | | | | 100% | | | | | | 200% | | | | | | 200% | | |
(a)
Based on 499,597,670 weighted average diluted common shares for the year ended December 31, 2024 . Please refer to Annex A for a discussion and reconciliation of EAD and EAD per Diluted Share to the most directly comparable GAAP measure.
25
Based on the financial performance outlined above, the Compensation Committee determined Mr. Nierenberg earned the maximum (200% of target) for the Financial Category:Financial Category Payout: 200% of target x 60% weighting = 120% of target.
•
Strategic Category (weighted 30%) - In considering the strategic category, the Compensation Committee considered performance against multiple strategic objectives, including, but not limited to, M&A, strategic objectives, integration of acquired businesses, assets under management, and operating cost efficiencies, related to the Company's continuing evolution of its investment platform with a diverse portfolio of investments and operating companies across the real estate and financial services sectors. Significant accomplishments in 2024 included:
•
•
Issued $775.0 million aggregate principal amount of Senior Unsecured Notes due 2029and completed a tender offer of 50% of the Company's outstanding $550.0 million aggregate principal amount of Senior Unsecured Notes due 2025;
•
Raised $342.9 million from the issuance of 30 million shares of common stock in a public offering;
•
Broadened financings and portfolio of assets, entering into transactions such as (i) an investment in a notable mortgage warehouse credit risk transfer transaction, (ii) CRE transactions, (iii) a $461 million secured financing backed by MSRs, which was a first-of-its-kind non-recourse term financing of MSRs and (iv) the first and second ever rated residential transitional loan securitizations;
•
Completed & Successfully Integrated the Acquisition of SLS, significantly expanding our mortgage company's subservicing and special servicing portfolio:
•
Added $56.0 billion in UPB of MSRs and $98.0 billion in UPB of third-party and other servicing, further expanding our mortgage company's third-party servicing franchise;
•
Boarded approximately 750,000 loanson to the Newrez system within a four-month period with no material disruptions;
•
Utilized novel transaction structurein order to efficiently navigate regulatory approvals and minimize customer disruption;
•
Focused on the Management of Sculptor, generating strong momentum across the platform:
•
Strong risk-adjusted investment performance across the platform in 2024;
•
Drove substantial fundraising in 2024, with $5 billion of gross inflows across the platform;
•
AUM of $34 billion (b)as of December 31, 2024 , including the launch of Sculptor Real Estate Fund V, the acceleration of momentum in Sculptor's non-traded REIT and the launch of Sculptor's CLO equity platform with an anchor investment from Rithm;
•
Continued the Expansion and Diversification of the Genesis Capital Franchise, with a funded volume of $1.2 billion , representing a 101% increase from 2023, and an increase of the number of sponsors to 140, representing a 14% increase from 2023; and
•
Completed a Transaction to Become the External Manager of RPT, a publicly traded mortgage REIT, leveraging our CRE platform to transform RPT into a CRE investment vehicle and demonstrating our ability to grow into a diversified global asset manager and generating fee-related earnings.
(a)
Cash and liquidity includes cash and available undrawn financing.
(b)
AUM refers to the assets for which Sculptor provides investment management, advisory or certain other investment-related services. This is generally equal to the sum of (i) net asset value of the open-ended funds or gross asset value of Real Estate funds, (ii) uncalled capital
26
commitments, (iii) par value of collateralized loan obligations. AUM includes amounts that are not subject to management fees, incentive income or other amounts earned on AUM. AUM also includes amounts that are invested in other Sculptor funds/vehicles. Our calculation of AUM may differ from the calculations of other asset managers, and as a result, may not be comparable to similar measures presented by other asset managers. Our calculations of AUM are not based on any definition set forth in the governing documents of the investment funds and are not calculated pursuant to any regulatory definitions.
Based on the achievements outlined above, the Compensation Committee determined Mr. Nierenberg earned the maximum (200% of target) for the Strategic Category:Strategic Category Payout: 200% of target x 30% weighting = 60% of target.
•
Individual Category (weighted 10%) - For this category, the Compensation Committee considered and evaluated Mr. Nierenberg's vision in developing and executing the Company's business strategy and his individual contributions to the financial and strategic achievements included above. Significant individual accomplishments considered for 2024 included (i) his leadership in driving the Company's financial and strategic accomplishments; (ii) his oversight of risk management and strategy, delivering strong financial results while increasing book value; (iii) his implementation of his marketing and brand awareness vision, including weekly touchpoints on multiple platforms, white papers and television and media appearances; and (iv) his broadening of the Company's team and corporate structure, including the front office, human resources and compliance functions.
Based on the achievements outlined above, the Compensation Committee determined Mr. Nierenberg earned the maximum (200% of target) for the Individual Category:Individual Category Payout: 200% of target x 10% weighting = 20% of target.
Based on the combination of performance across all three categories, the Compensation Committee awarded Mr. Nierenberg his maximum short-term incentive of 200% of target, or $8,000,000 .
Each of Messrs. Santoro and Zeiden did not have a specific target short-term incentive opportunity amount, and instead were eligible to receive discretionary short-term incentive amounts from the Company based on our Compensation Committee's determination of their individual performance and the performance of the Company as a whole. Although Messrs. Santoro and Zeiden did not have specific financial and strategic goals, the Compensation Committee considered the same financial and strategic performance accomplishments as outlined above for Mr. Nierenberg . In addition, the Compensation Committee considered Mr. Nierenberg's evaluation of individual performance and recommended short-term incentive for Messrs. Santoro and Zeiden. Following a review of all applicable factors by our Compensation Committee, the Compensation Committee awarded the following short-term incentive amounts to Messrs. Santoro and Zeiden: Mr. Santoro , $1,050,000 ; and Mr. Zeiden , $750,000 .
Long-Term Incentive Awards. Our named executive officers are eligible to receive long-term equity incentive awards relating to our Common Stock, which are intended to further align the interests of our named executive officers with those of our stockholders generally. As described below, these awards are subject to vesting terms, which include continued employment with the Company for specified periods of time, and in certain cases, the achievement of specified performance criteria.
The Compensation Committee granted equity compensation to Messrs. Santoro and Sivin in February 2024 and to Mr. Nierenberg in March 2024 in connection with performance for the 2023 fiscal year, using a combination of time-vesting and performance-vesting Class B Profits Units of Rithm Capital Management LLC ("RCM") designated as "Share-Settled Awards." Additionally, pursuant to Mr. Zeiden's employment agreement with the Company, Mr. Zeiden was granted awards of time-vesting Class B Profits Units of RCM designated as "Share-Settled Awards" in May 2024 . Awards of Class B Profits Units that are designated as "Share-Settled Awards" will be exchangeable into shares of our Common Stock in accordance with the terms and conditions set forth in the individual award agreement. These Class B Profits Units are
27
intended to be generally economically equivalent to the time-vesting and performance-vesting restricted stock units granted in 2023, except that they are structured as "profits interests" for U.S. federal income tax purposes under current federal income tax law. As profits interests, the Class B Profits Units generally only have value if the value of the assets of RCM increases between the issuance of the Class B Profits Units and the date of a book-up event for partnership tax purposes. If the value of the assets of RCM increases sufficiently, the Class B Profits Units are redeemable, subject to the satisfaction of applicable vesting conditions, by the holder for cash, or on a one-for-one basis into shares of our common stock, at our election.
Long-term equity incentive grant values and award type mix were as follows for each named executive officer:
•
For Mr. Nierenberg , the target grant date fair value of his 2024 equity awards was $12,000,000 . As previously described, the Compensation Committee decided to reallocate Mr. Nierenberg's target pay opportunity for 2024 by reducing the cash compensation opportunity and increasing the long-term incentive opportunity from 2023 target levels in order to more strongly align his compensation to long-term performance and stockholder interests. In addition, the Compensation Committee increased the portion of the target value that was awarded in the form of performance-based equity from 50% to 75%, and correspondingly reduced the portion in the form of time-based equity from 50% to 25%.
•
For Messrs. Santoro and Sivin, the target grant date fair value of their 2024 equity awards was $1,100,000 and $312,500 , equal to 100% and 33.3%, respectively, of their 2023 short-term incentive awards. Consistent with prior years, 50% of the target value was awarded in the form of performance-based equity awards and 50% of the target value was awarded in the form of time-based equity awards.
•
For Mr. Zeiden , equity awarded in 2024 was pursuant to his offer letter, dated April 26, 2024 , which provided for a one-time grant of time-based equity awards valued at $409,969 .
The time-vesting Class B Profits Units granted to the named executive officers, other than Mr. Zeiden , vest in three equal installments on the anniversary of the grant date (which is March 15 for Mr. Nierenberg and February 23 for each of Messrs. Santoro and Sivin) in each of 2025, 2026 and 2027, generally subject to the executive's continued employment through the applicable vesting date. The time-vesting Class B Profits Units granted to Mr. Zeiden vest in two equal installments on January 1 of each of 2025 and 2026, generally subject to the executive's continued employment through the applicable vesting date. The performance-vesting Class B Profits Units granted to Messrs. Nierenberg, Santoro and Sivin may be earned from 0% to 200% of the target number of units (up to 300% for Mr. Nierenberg ) based on the achievement of specified annual targets relating to the Company's EAD ROE over a three-year performance period running from January 1, 2024 through December 31, 2026 , and generally subject to the executive's continued employment through the end of the performance period.
While the long-term equity incentive awards made to Messrs. Santoro and Sivin that were awarded in February 2024 were related to performance in 2023, the grant date value of those awards has been included in the "Summary Compensation Table for 2024" and the "Grant of Plan Based Awards in 2024" table below in accordance with SEC disclosure rules.
For 2025. The Compensation Committee granted equity compensation to Messrs. Nierenberg, Santoro and Zeiden in February 2025 in connection with performance for the 2024 fiscal year, using a combination of time-vesting and performance-vesting Class B Profits Units of RCM designated as "Share-Settled Awards." The target grant date fair values of the Class B Profits Units were $12,000,000 for Mr. Nierenberg , $1,100,000 for Mr. Santoro and $500,000 for Mr. Zeiden . For Mr. Nierenberg , the target grant date fair value was determined based on the Compensation Committee's assessment of what would comprise an appropriate target pay opportunity for our CEO and the desire for the majority of the CEO's pay opportunity to be in the form of long-term incentives. For Messrs. Santoro and Zeiden, the Compensation Committee considered how to best align the interest of the executives with the stockholders. For Messrs. Santoro and Zeiden, the grant date fair value was equal to 104.8% and 66.7%, respectively, of their 2024 short-term incentive awards. For Mr. Nierenberg , 25% of the target grant date fair value, and for Messrs. Santoro and Zeiden, 50% of the target grant date fair value was awarded in time-vesting Class B Profits Units that vest in three equal installments on the anniversary of the grant date (which is February 24 )
28
in each of 2026, 2027 and 2028, generally subject to the executive's continued employment through the applicable vesting date. The remaining 75% for Mr. Nierenberg and 50% for Messrs. Santoro and Zeiden of the target grant date fair value was awarded in performance-vesting Class B Profits Units that may be earned from 0% to 200% of the target number of units (up to 300% for Mr. Nierenberg ) based on the achievement of specified annual targets relating to the Company's EAD ROE over a three-year performance period running from January 1, 2025 through December 31, 2027 , and generally subject to the executive's continued employment through the end of the performance period.
Additionally, Mr. Sivin was granted equity compensation in February 2025 in connection with performance for the 2024 fiscal year, using a combination of time-vesting and performance-vesting Class B Profits Units of RCM designated as "Share-Settled Awards."
While the long-term equity incentive awards made to Messrs. Santoro and Zeiden that were awarded in February 2025 were related to performance in 2024, the grant date value of those awards has not been included in the "Summary Compensation Table for 2024" or the "Grant of Plan Based Awards in 2024" table below in accordance with SEC disclosure rules and will instead be included in our proxy statement filed in 2026.
Employee Benefits.Our named executive officers are generally eligible to participate in the same health, welfare and retirement benefits that apply to the employees of Rithm Capital Corp. generally. We do not sponsor or maintain any defined benefit pension plans or similar arrangements and did not provide any perquisites to our named executive officers in 2024.
Other Compensation.During Mr. Zeiden's employment at Sculptor, in 2023 and earlier years, he was granted deferred cash interests ("DCIs") under the Sculptor Deferred Cash Interest Plan (the "DCI Plan"). As part of his compensation, Mr. Zeiden retained his "legacy" DCIs when he transitioned to employment with the Company. Payments made to Mr. Zeiden pursuant to his DCIs reflect a portion of his annual cash bonus for the applicable year end and notional fund investments made by Sculptor on behalf of the applicable employee and vest in equal portions on January 1 stof each of the three years following the applicable grant date. Mr. Zeiden vested in, and received, a DCI payment of $137,074 in 2024.
Employment Agreements and Offer Letters with our Named Executive Officers
In the event of certain qualifying terminations of employment by the Company or Mr. Nierenberg , he will be eligible to receive (i) cash severance equal to two times the sum of his base salary and target annual bonus, (ii) a prorated target bonus for the year of termination, (iii) 18 months of health insurance premiums and (iv) accelerated vesting of any time-vesting awards that would have become vested during the two-year period following the qualifying termination and continuing eligibility to eaa pro-rata portion (based on the period from the beginning of the performance period through the date that is 24 months following such qualifying termination) of any performance-vesting awards granted to him based on actual performance through the end of the original performance period. If the qualifying termination occurs in the 24-month period following a change in control of the Company, any outstanding time-based awards will become fully vested and Mr. Nierenberg will be eligible to ea(without pro-ration) any performance-vesting awards granted to him based on actual performance through the end of the original performance period.
29
Say-on-Pay Vote
At our 2024 Annual Meeting of Stockholders, we held a stockholder advisory vote (the "2024 Say-on-Pay" vote) on the compensation of our named executive officers for the year ended December 31, 2023 . Our stockholders approved the compensation of our named executive officers, with approximately 82% of the votes cast in favor of our 2024 Say-on-Pay resolution. The Compensation Committee interprets this level of support as an endorsement of our compensation programs and practices, and no changes were made to our executive compensation programs as a result of the 2024 vote outcome. We believe in active engagement with stockholders across a broad range of topics to gain a deeper understanding of the issues important to them, inform our governance and ensure alignment with our stockholders' interests. Our management team, including the Chairman of the Board of Directors, frequently attend investor conferences, host meetings and calls with analysts, investors and ratings agencies, and engage with stewardship teams to gather feedback, including issues relating to executive compensation. The Compensation Committee will continue to consider the outcome of the Company's say-on-pay votes and direct feedback from stockholders when making future compensation decisions.
Tax Considerations
As a general matter, our Compensation Committee considers various tax and accounting implications of our existing and proposed compensation programs. We consider the tax-deductibility of compensation in designing our compensation programs, but it is not our sole consideration. In order to enhance the tax efficiency of our compensation programs and to further the alignment of interests between our named executive officers and us, our Compensation Committee may provide for the granting of incentive awards in the form of profits interests.
Clawback Policy
We have adopted the Rithm Capital Corp. Clawback Policy, which is included as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 , covering our executive officers
30
that provides that in the event of a required accounting restatement, the Compensation Committee will seek reimbursement of the portion of any incentive-based compensation that would not have been paid had our financial statements been correctly stated. In addition to the recovery of incentive-based compensation mandated by the SEC , our recoupment policy also provides the Compensation Committee with the discretion to recoup any time-based equity awards from any executive officer if the Compensation Committee determines that the required accounting restatement was at least in part the result of gross misconduct by such executive officer.
Option Grant Practices
The Company does not currently grant stock options, stock appreciation rights or similar option-like instruments ("Options"), and the Compensation Committee does not presently intend to introduce Options into the Company's long-term equity incentive compensation program. Accordingly, the Company has no specific policy or practice on the timing of Options with respect to the disclosure of material nonpublic information by the Company. If the Company determines in the future to grant Options, the Compensation Committee intends to adopt appropriate policies and practices regarding the timing of such awards with respect to the disclosure of material nonpublic information.
31
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the 2024 Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company's management.
Based on this review and their discussions, the Compensation Committee has recommended to the Board of Directors that the 2024 Compensation Discussion and Analysis be included in the Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC .
The Compensation Committee
Compensation Committee Interlocks and Insider Participation
None.
32
COMPENSATION TABLES
Summary Compensation Table for 2024
Prior to the Internalization Date on June 17, 2022 , our executive officers were employees of FIG LLC (the "Former Manager"), an affiliate of Fortress Investment Group ("Fortress"), which served as our external manager. The Former Manager was solely responsible for determining compensation for those executive officers. Following the Internalization, the executive officers became employees of the Company, and our Compensation Committee became responsible for determining their compensation. The Summary Compensation Table that follows provides information regarding the compensation awarded to each of our named executive officers for each of 2024 and 2023 and for the portion of 2022 after the Internalization Date (the "2022 Stub Year"). Our Former Manager previously informed us that it was not able to segregate and identify any portion of the compensation that it awarded to our named executive officers as relating solely to service performed for the Company, because the services performed by our named executive officers prior to the Internalization were not performed exclusively for us, and therefore no compensation information has been included for our named executive officers for any period prior to the Internalization Date.
|
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| |||||||||||||||||||||
|
Chairman of the Board, Chief Executive Officer and President |
| | | | 2024 | | | | | | 1,067,235(5) | | | | | | - | | | | | | 11,999,996 | | | | | | 8,000,000 | | | | | | 1,843 | | | | | | 21,069,074 | | |
| | | | 2023 | | | | | | 1,250,000 | | | | | | - | | | | | | 8,749,984 | | | | | | 10,000,000 | | | | | | 160,039 | | | | | | 20,160,023 | | | ||
| | | | 2022 | | | | | | 653,587 | | | | | | 3,750,000 | | | | | | 4,999,994 | | | | | | - | | | | | | 110 | | | | | | 9,403,691 | | | ||
|
Chief Financial Officer, Chief Accounting Officer and Treasurer |
| | | | 2024 | | | | | | 400,000 | | | | | | 1,050,000 | | | | | | 1,086,617 | | | | | | - | | | | | | 12,111 | | | | | | 2,548,728 | | |
| | | | 2023 | | | | | | 300,000 | | | | | | 1,100,000 | | | | | | 1,249,996 | | | | | | - | | | | | | 26,781 | | | | | | 2,676,777 | | | ||
| | | | 2022 | | | | | | 118,318 | | | | | | 1,100,000 | | | | | | - | | | | | | - | | | | | | 99 | | | | | | 1,218,417 | | | ||
|
Former Chief Legal Officer and Secretary |
| | | | 2024 | | | | | | 400,000 | | | | | | 1,000,000 | | | | | | 308,686 | | | | | | - | | | | | | 6,406 | | | | | | 1,715,093 | | |
| | | | 2023 | | | | | | 250,000 | | | | | | 937,500 | | | | | | 249,996 | | | | | | - | | | | | | 31,858 | | | | | | 1,469,354 | | | ||
| | | | 2022 | | | | | | 99,432 | | | | | | 750,000 | | | | | | - | | | | | | - | | | | | | 97 | | | | | | 849,529 | | | ||
|
Chief Legal Officer |
| | | | 2024 | | | | | | 500,000 | | | | | | 887,074(7) | | | | | | 409,972 | | | | | | - | | | | | | 19,324 | | | | | | 1,816,370 | | |
(1)
Because the Class B Profits Units granted to our named executive officers in connection with performance for the 2024 fiscal year were granted in February 2025 , SEC disclosure rules do not require that they be reflected in the "Summary Compensation Table for 2024" or the "Grants of Plan-Based Awards in 2024" table for the 2024 fiscal year. We describe these grants in "Compensation Discussion and Analysis - Elements of our Executive Compensation Program" of this proxy statement.
(2)
With respect to each of Messrs. Nierenberg, Santoro, Sivin and Zeiden, the amounts shown in the "Stock Awards" column for 2024 represent the grant of Class B Profits Units granted in 2024 in connection with performance for the 2023 fiscal year designated as "Share-Settled Awards." With respect to Mr. Nierenberg , 25% and, for Messrs. Santoro and Sivin, 50% of such Class B Profits Units were granted in time-vesting Class B Profits Units that vest in three equal installments on the anniversary of the grant date (which is March 15 for Mr. Nierenberg and February 23 for each of Messrs. Santoro and Sivin) in each of 2025, 2026 and 2027, generally subject to the executive's continued employment through the applicable vesting date. With respect to Mr. Zeiden , 100% of such Class B Profits Units were granted in time-vesting Class B Profits Units that vest in two equal installments on January 1 of each of 2025 and 2026, generally subject to the executive's continued employment through the applicable vesting date. With respect to Mr. Nierenberg , 75% and, for Messrs. Santoro and Sivin, 50% of such Class B Profits Units were granted in performance-vesting Class B Profits Units that are subject to vesting based on the achievement of specified targets relating to the Company's EAD ROE over a three-year performance period running from January 1, 2024 through December 31, 2026 , and generally
33
subject to the executive's continued employment through the end of the performance period. For Mr. Nierenberg , the performance-vesting Class B Profits Units may be earned between 0% and 300% of the target value of the award depending on the level of achievement of the EAD ROE targets. For Messrs. Santoro and Sivin, the performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets. The amounts shown reflect the grant date fair value of awards made during 2024 as determined pursuant to FASB ASC Topic 718. The fair value of the granted awards is determined based on the closing price of the Company's common stock on the last trading date of prior to the date of the grant of the awards multiplied by the number of Class B Profits Units granted. The amount shown with respect to the performance-vesting restricted stock units is based on the grant date fair value assuming the target level of performance. The grant date fair value of the maximum number of performance-vesting restricted stock units granted in 2024 is (i) $26,999,991 for Mr. Nierenberg , (ii) $1,086,617 for Mr. Santoro and (iii) $308,686 for Mr. Sivin . For complete valuation assumptions of the awards, see Note 23 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 18, 2025 .
(3)
As discussed above in the Compensation Discussion and Analysis section of this proxy statement, for 2024, the Non-Equity Incentive Plan compensation for Mr. Nierenberg is based upon a target short-term incentive opportunity equal to $4,000,000 , of which he was eligible to eafrom 0% to 200%.
(4)
During 2024, each of Messrs. Santoro, Sivin and Zeiden received $1,057 worth of common stock of Rithm Property Trust Inc. from the Company, along with $422.80 for the payment of related expenses. Additionally, each of Messrs. Nierenberg, Santoro and Sivin received life insurance premiums in the 2024 fiscal year of $280.80 and Mr. Zeiden received life insurance premiums in the 2024 fiscal year of $313.80 . Messrs. Nierenberg's, Santoro's, Sivin's and Zeiden's other compensation additionally includes Company 401(k) matching of $1,562.51 , $10,350 , $4,645.67 and $3,750.04 , respectively. Mr. Zeiden further received $13,780 of tax preparation services in 2024.
(5)
As discussed under "Elements of Our Executive Compensation - Base Salary," Mr. Nierenberg's base salary from January 1, 2024 through April 1, 2024 was $1,250,000 on an annualized basis, and from April 1, 2024 through December 31, 2024 , was $1,000,000 on an annualized basis.
(6)
(7)
With respect to Mr. Zeiden , the "Bonus" column includes $137,074 of his DCIs that vested in and were paid in 2024 pursuant to the DCI Plan.
Grants of Plan-Based Awards in 2024
The table below sets forth the plan-based awards granted to our named executive officers in 2024.
| | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(1) |
| |
All Other Stock
Awards: Number of Shares of Stock or Units (#)(2) |
| |
Grant Date
Fair Value of Stock Awards ($)(3)(4) |
| ||||||||||||||||||||||||||||||||||||
|
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||
|
|
| |
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 276,243 | | | | | | 2,999,999 | | |
| | | |
|
| | | | - | | | | | | - | | | | | | - | | | | | | 207,182 | | | | | | 828,729 | | | | | | 2,486,187 | | | | | | - | | | | | | 8,999,997 | | |
| | | |
|
| | | | 1,000,000 | | | | | | 4,000,000 | | | | | | 8,000,000 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
|
| |
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 51,401 | | | | | | 543,309 | | |
| | | |
|
| | | | - | | | | | | - | | | | | | - | | | | | | 12,850 | | | | | | 51,401 | | | | | | 102,802 | | | | | | - | | | | | | 543,309 | | |
|
|
| |
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 14,602 | | | | | | 154,343 | | |
| | | |
|
| | | | - | | | | | | - | | | | | | - | | | | | | 3,651 | | | | | | 14,602 | | | | | | 29,204 | | | | | | - | | | | | | 154,343 | | |
|
|
| |
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 36,868 | | | | | | 409,972 | | |
34
(1)
Awards represent performance-vesting Class B Profits Units that are subject to vesting based on the achievement of specified targets relating to the Company's EAD ROE over a three-year performance period running from January 1, 2024 through December 31, 2026 , and generally subject to the executive's continued employment through the end of the performance period. With respect to Mr. Nierenberg , the performance-vesting Class B Profits Units may be earned between 0% and 300% of the target value of the award depending on the level of achievement of the EAD ROE targets. With respect to Messrs. Santoro and Sivin, the performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets.
(2)
Awards represent time-vesting Class B Profits Units, which, with respect to Messrs. Nierenberg, Santoro and Sivin vest in three equal installments on the anniversary of the grant date (which is March 15 for Mr. Nierenberg and February 23 for each of Messrs. Santoro and Sivin) in each of 2025, 2026 and 2027, and, with respect to Mr. Zeiden , vest in two equal installments on January 1 in each of 2025 and 2026, in all cases generally subject to the executive's continued employment through the applicable vesting date.
(3)
The amounts shown reflect the grant date fair value of awards granted during 2024 as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 23 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 18, 2024 . The amount shown with respect to the performance-vesting restricted stock units is based on the grant date fair value assuming the target level of performance.
(4)
Because the Class B Profits Units granted to our named executive officers in connection with performance for the 2024 fiscal year were granted in February 2025 , SEC disclosure rules do not require that they be reflected in the "Summary Compensation Table for 2024" or the "Grants of Plan-Based Awards in 2024" table for the 2024 fiscal year. We describe these grants in "Compensation Discussion and Analysis - Elements of our Executive Compensation Program" of this proxy statement.
Outstanding Equity Awards at Fiscal Year-End for 2024
The following table provides information about unvested equity awards held by our named executive officers as of December 31, 2024 . None of our named executive officers held any stock options as of December 31, 2024 .
| | | |
Stock Awards
|
| |||||||||||||||||||||
|
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| ||||||||||||
|
|
| | | | 851,696(2) | | | | | | 9,223,868 | | | | | | 3,749,783(3) | | | | | | 40,610,150(1) | | |
|
|
| | | | 106,910(4) | | | | | | 1,157,835 | | | | | | 265,760(5) | | | | | | 2,878,181(1) | | |
|
|
| | | | 26,000(4) | | | | | | 281,580 | | | | | | 62,393(5) | | | | | | 675,716(1) | | |
|
|
| | | | 38,570(4) | | | | | | 417,713 | | | | | | 1,500(6) | | | | | | 75,240(6) | | |
(1)
Market value is based on $10.83 , which was the closing price of a share of our Common Stock on December 31, 2024 , which was the last trading day of the year.
(2)
Includes (i) 192,678 unvested shares of restricted stock, which were granted on June 17, 2022 , and, subject to the executive's continued employment through the applicable vesting date, vest on June 17, 2025 ; (ii) 363,566 unvested time-vesting restricted stock units granted on February 21, 2023 and the related dividend equivalents, which vest over the remaining term in equal installments on February 21 of each of 2025 and 2026, subject to the executive's continued employment through the applicable vesting date; and (iii) 295,452 unvested time-vesting Class B Profits Units that were granted on March 15, 2024 and the related dividend equivalents, which, subject to the executive's continued employment through the vesting date, vest in three equal installments on March 15 of each of 2025, 2026 and 2027.
35
(3)
Includes (i) 1,090,706 unvested performance-vesting restricted stock units that were granted on February 21, 2023 and the related dividend equivalents, and are subject to vesting based on the achievement of specified targets relating to the Company's annual average EAD ROE over a three-year performance period running from January 1, 2023 , through December 31, 2025 , and generally subject to the executive's continued employment through the end of the performance period; and (ii) 2,659,077 unvested performance-vesting Class B Profits Units that were granted on March 15, 2024 and the related dividend equivalents, which are subject to vesting based on the achievement of specified targets relating to the Company's EAD ROE over a three-year performance period running from January 1, 2024 through December 31, 2026 , and generally subject to the executive's continued employment through the end of the performance period. The performance-vesting restricted stock units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets, and the performance-vesting Class B Profits Units may be earned between 0% and 300% of the target value of the award depending on the level of achievement of the EAD ROE targets. The amount shown with respect to the performance-vesting restricted stock units and performance-vesting Class B Profits Units is based on the number of shares granted and the market value assuming the maximum level of performance.
(4)
Includes (i) with respect to Messrs. Santoro and Sivin, 51,936 and 10,385 unvested time-vesting restricted stock units that were granted on February 21, 2023 and the related dividend equivalents, which vest over the remaining term in equal installments on February 21 , of each of 2025 and 2026, generally subject to the continued employment of the executives through the applicable vesting date; and (ii) with respect to Messrs. Santoro and Sivin, 54,974 and 15,615 unvested time-vesting Class B Profits Units, respectively, that were granted on February 23, 2024 and the related dividend equivalents, which vest in three equal installments on February 23 of each of 2025, 2026 and 2027 generally subject to the continued employment of the executives through the applicable vesting date. With respect to Mr. Zeiden , includes unvested time-vesting Class B Profits Units that were granted on May 1, 2024 and the related dividend equivalents, that vest in two equal installments on January 1 of each of 2025 and 2026, generally subject to the continued employment of the executive through the applicable vesting date.
(5)
Includes (i) with respect to Messrs. Santoro and Sivin, 155,811 and 31,160 unvested performance-vesting restricted stock units, respectively, that were granted on February 21, 2023 and the related dividend equivalents, and are subject to vesting based on the achievement of specified targets relating to the Company's annual average EAD ROE over a three-year performance period running from January 1, 2023 , through December 31, 2025 , and generally subject to the executive's continued employment through the end of the performance period; and (ii) with respect to Messrs. Santoro and Sivin, 109,949 and 31,233 unvested performance-vesting Class B Profits Units, respectively, that were granted on February 23, 2024 and the related dividend equivalents, which are subject to vesting based on the achievement of specified targets relating to the Company's EAD ROE over a three-year performance period running from January 1, 2024 through December 31, 2026 , and generally subject to the executive's continued employment through the end of the performance period. The performance-vesting restricted stock units and the performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets. The amount shown with respect to the performance-vesting restricted stock units and performance-vesting Class B Profits Units is based on the number of shares granted and the market value assuming the maximum level of performance.
(6)
Includes profits units issued in November 2023 pursuant to the Sculptor Capital Management Inc. Long-Term Incentive Plan ("LTIP"). The LTIP profit units have an end date of December 31, 2028 ("End Date") through which the LTIP Profit Units will vest subject to a service condition and the achievement of a specified minimum performance internal rate of retu("IRR") hurdle. The LTIP profit units' service condition is satisfied in three equal installments on each of the third, fourth and fifth anniversaries of the grant date. Once vested, each LTIP profit unit represents a right to participate in distributions from Sculptor in accordance with a distribution waterfall dependent on the achieved performance IRR and the value realized by the Company in a monetization event or the End Date, whichever is earlier. In case of a monetization event or End Date, the vested awards are settled in cash. Market value for the LTIP profit units is based on a fair value of $50.16 as of December 31, 2024 using the risk-neutral Monte Carlo simulation pricing model.
36
Options Exercised and Stock Vested for 2024
None of our named executive officers held any stock options relating to our Common Stock in 2024. The following table provides information about the vesting of stock awards during the fiscal year ended December 31, 2024 .
| | | |
Stock Awards
|
| |||||||||
|
|
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(2) |
| ||||||
|
|
| | | | 362,642(1) | | | | | | 3,944,879 | | |
|
|
| | | | 24,280(3) | | | | | | 256,640 | | |
|
|
| | | | 4,855(3) | | | | | | 51,317 | | |
|
|
| | | | - | | | | | | - | | |
(1)
Represents (i) 169,964 shares settled from restricted stock units, which vested on February 23, 2024 , and (ii) 192,678 shares of restricted stock, which vested on June 17, 2024 .
(2)
The value of the restricted stock units on vesting is based on $10.57 , which was the closing price of a share of our Common Stock on February 22, 2024 , which was the last trading day prior to the vesting of the restricted stock units. The value realized on vesting of the restricted stock awards is based on $11.15 , which was the closing price of a share of our Common Stock on June 14, 2024 , which was the last trading day prior to the vesting of the restricted stock.
(3)
Represents the vesting of restricted stock units, which vested on February 23, 2024 .
Pension Benefits for 2024
We do not maintain any defined benefit pension plans in which any of our named executive officers participate.
Nonqualified Deferred Compensation for 2024
We do not maintain any nonqualified deferred compensation plans in which any of our named executive officers participate.
Potential Payments upon Termination or Change of Control
As described in the section of this Proxy Statement titled "Executive Compensation - Employment Agreements and Offer Letters with our Named Executive Officers," Mr. Nierenberg is eligible to receive certain payments and benefits in connection with the termination of his employment without cause or his resignation for good reason (each as defined in his employment agreement) outside of the period that is 24 months following a change in control as well as in connection with the termination of his employment without cause or his resignation for good reason during the 24-month period following a change in control. The following table summarizes the potential payments and benefits to which Messrs. Nierenberg, Santoro, Sivin and Zeiden would be entitled upon the various termination scenarios set forth below assuming the termination occurred on December 31, 2024 .
Messrs. Santoro, Sivin and Zeiden were not entitled to receive any cash severance payments or benefits pursuant to each of their respective offer letters in connection with any termination of employment occurring on December 31, 2024 .
37
| | | |
Termination
for Cause ($) |
| |
Resignation
Without Good Reason ($) |
| |
Death or
Disability ($) |
| |
Termination Without
Cause or Resignation for Good Reason Not in Connection with Change in Control ($) |
| |
Termination Without
Cause or Resignation for Good Reason in Connection with Change in Control ($) |
| |||||||||||||||
|
Cash Severance
|
| | | | - | | | | | | - | | | | | | - | | | | | | 18,000,000(1) | | | | | | 18,000,000(1) | | |
|
Accelerated Vesting of Equity(2)
|
| | | | - | | | | | | - | | | | | | 47,747,315(3) | | | | | | 47,671,626(4) | | | | | | 49,834,018(5) | | |
|
Health Benefits(6)
|
| | | | - | | | | | | - | | | | | | - | | | | | | 52,742 | | | | | | 52,742 | | |
(1)
Cash severance amount includes (i) $8,000,000 , representing Mr. Nierenberg's annual short term incentive award amount based on actual performance, (ii) $2,000,000 , representing two times his annual base salary and (iii) $8,000,000 representing two times his annual target cash bonus, each as of December 31, 2024 .
(2)
As of December 31, 2024 , Mr. Nierenberg held 192,678 unvested restricted shares of our Common Stock, 363,566 unvested time-vesting restricted stock units, 545,353 unvested performance-vesting restricted stock units based on target-level of performance (or, if based on maximum-level of performance, 1,090,706 unvested performance-vesting restricted stock units), 295,452 unvested time-vesting Class B Profits Units and 886,359 unvested performance-vesting Class B Profits units based on target-level of performance (or, if based on maximum-level of performance, 2,659,077 unvested performance-vesting Class B Profits Units). For purposes of this table, we have assumed that the actual-level of performance achieved with respect to all performance-vesting restricted stock units was the maximum-level of achievement. The value of these equity awards is based on a trading price of $10.83 , which was the closing price of a share of our Common Stock on December 31, 2024 .
(3)
In the case of a termination due to his disability or death, Mr. Nierenberg's time-vesting restricted stock units, performance-vesting restricted stock units, time-vesting Class B Profits Units and performance-vesting Class B Profits Units (but not his unvested restricted shares) would become fully vested (with the performance-vesting restricted stock units and performance-vesting Class B Profits Units remaining outstanding and vesting based on actual performance through the end of the original performance period).
(4)
In the case of a termination without cause or a resignation for good reason not in connection with a change of control, Mr. Nierenberg would receive (i) with respect to his restricted shares, accelerated vesting of those restricted shares that would have become vested during the two-year period following such termination, which would be all 192,678 restricted shares; (ii) with respect to his time-vesting restricted stock units, continuing eligibility to eaa pro-rata portion (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment) of such awards, which would be all 363,566 unvested time-vesting restricted stock units; (iii) with respect to his performance-vesting restricted stock units, continuing eligibility to eaa pro-rata portion (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be, assuming target-level of performance, all 545,353 unvested performance-vesting restricted stock units of such awards based on actual performance through the end of the original performance period (or, if based on maximum-level of performance, all 1,090,706 unvested performance-vesting restricted stock units); (iv) with respect to his time-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be 275,485 out of 295,452 unvested time-vesting Class B Profits Units; and (v) with respect to his performance-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be, assuming target-level of performance, 826,459 out of 886,359 unvested performance-vesting Class B Profits Units based on actual performance through the end of the original performance period (or, if
38
based on maximum-level of performance, 2,479,377 out of 2,659,077 unvested performance-vesting Class B Profits Units).
(5)
If the termination of employment occurred in the 24 months following a change of control, all of Mr. Nierenberg's outstanding equity awards would become fully vested, with his performance-vesting restricted stock units and performance-vesting Class B Profits Units vesting based on actual performance as of the change in control date.
(6)
In the case of a termination without cause or a resignation for good reason not in connection with a change of control or in the case of termination without cause or resignation for good reason in connection with change in control, Mr. Nierenberg would receive 18 months of health insurance premiums. The amount of $52,742 included reflects the $35,161 premium for the fiscal year 2025, pro-rated for an 18-month period.
| | | |
Termination
for Cause ($) |
| |
Resignation
Without Good Reason ($) |
| |
Death or
Disability ($) |
| |
Termination Without
Cause or Resignation for Good Reason Not in Connection with Change in Control ($) |
| |
Termination Without
Cause or Resignation for Good Reason in Connection with Change in Control ($) |
| |||||||||||||||
|
Cash Severance
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
Accelerated Vesting of Equity(1)
|
| | | | - | | | | | | - | | | | | | 4,036,016(2) | | | | | | 3,948,014(3) | | | | | | 4,036,016(4) | | |
|
Health Benefits
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
(1)
As of December 31, 2024 , Mr. Santoro held 51,936 unvested time-vesting restricted stock units, 77,906 unvested performance-vesting restricted stock units based on target-level of performance (or, if based on maximum-level of performance, 155,811 unvested performance-vesting restricted stock units), 54,974 unvested time-vesting Class B Profits Units and 54,974 unvested performance-vesting Class B Profits Units based on target-level of performance(or, if based on maximum-level of performance, 109,949 unvested performance-vesting Class B Profits Units). For purposes of this table, we have assumed that the actual-level of performance achieved with respect to all performance-vesting restricted stock units was the maximum-level of achievement. The value of these equity awards is based on a trading price of $10.83 , which was the closing price of a share of our Common Stock on December 31, 2024 .
(2)
In the case of a termination due to his disability or death, Mr. Santoro's outstanding equity awards would become fully vested (with the performance-vesting restricted stock units and performance-vesting Class B Profits Units remaining outstanding and vesting based on actual performance through the end of the original performance period).
(3)
In the case of a termination without cause or a resignation for good reason not in connection with a change of control, Mr. Santoro would receive (i) with respect to his time-vesting restricted stock units, continuing eligibility to eaa pro-rata portion (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment) of such awards, which would be all 51,936 unvested time-vesting restricted stock units; (ii) with respect to his performance-vesting restricted stock units, continuing eligibility to eaa pro-rata portion (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be, assuming target-level of performance, all 77,906 unvested performance-vesting restricted stock units of such awards based on actual performance through the end of the original performance period (or, if based on maximum-level of performance, all 155,811 unvested performance-vesting restricted stock units); (iii) with respect to his time-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be 52,265 out of 54,974 unvested time-vesting Class B Profits Units; and (iv) with respect to his performance-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second
39
anniversary of such termination of employment), which would be, assuming target-level of performance, 52,266 out of 54,974 unvested performance-vesting Class B Profits Units based on actual performance through the end of the original performance period (or, if based on maximum-level of performance, 104,532 out of 109,949 unvested performance-vesting Class B Profits Units).
(4)
If the termination of employment occurred in the 24 months following a change of control, all of Mr. Santoro's outstanding equity awards would become fully vested, with his performance-vesting restricted stock units and performance-vesting Class B Profits Units vesting based on actual performance as of the change in control date.
| | | |
Termination
for Cause ($) |
| |
Resignation
Without Good Reason ($) |
| |
Death or
Disability ($) |
| |
Termination Without
Cause or Resignation for Good Reason Not in Connection with Change in Control ($) |
| |
Termination Without
Cause or Resignation for Good Reason in Connection with Change in Control ($) |
| |||||||||||||||
|
Cash Severance
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
Accelerated Vesting of Equity(1)
|
| | | | - | | | | | | - | | | | | | 957,296(2) | | | | | | 932,298(3) | | | | | | 957,296(4) | | |
|
Health Benefits
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
(1)
As of December 31, 2024 , Mr. Sivin held 10,385 unvested time-vesting restricted stock units, 15,580 unvested performance-vesting restricted stock units based on target-level of performance (or, if based on maximum-level of performance, 31,160 unvested performance-vesting restricted stock units), 15,615 unvested time-vesting Class B Profits Units and 15,615 unvested performance-vesting Class B Profits Units based on target-level of performance (or, if based on maximum-level of performance, 31,233 unvested performance-vesting Class B Profits Units). For purposes of this table, we have assumed that the actual-level of performance achieved with respect to all performance-vesting restricted stock units was the maximum-level of achievement. The value of these equity awards is based on a trading price of $10.83 , which was the closing price of a share of our Common Stock on December 31, 2024 .
(2)
In the case of a termination due to his disability or death, Mr. Sivin's outstanding equity awards would become fully vested (with the performance-vesting restricted stock units and performance-vesting Class B Profits Units remaining outstanding and vesting based on actual performance through the end of the original performance period).
(3)
In the case of a termination without cause or a resignation for good reason not in connection with a change of control, Mr. Sivin would receive (i) with respect to his time-vesting restricted stock units, continuing eligibility to eaa pro-rata portion (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment) of such awards, which would be all 10,385 unvested time-vesting restricted stock units; (ii) with respect to his performance-vesting restricted stock units, continuing eligibility to eaa pro-rata portion (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be, assuming target-level of performance, all 15,580 unvested performance-vesting restricted stock units of such awards based on actual performance through the end of the original performance period (or, if based on maximum-level of performance, all 31,160 unvested performance-vesting restricted stock units); (iii) with respect to his time-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be 14,846 out of 15,615 unvested time-vesting Class B Profits Units; and (iv) with respect to his performance-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be, assuming target-level of performance, 14,846 out of 15,615 unvested performance-vesting Class B Profits Units based on actual performance through the end of the original performance period (or, if based on maximum-level of performance, 29,694 out of 31,233 unvested performance-vesting Class B Profits Units).
40
(4)
If the termination of employment occurred in the 24 months following a change of control, all of Mr. Sivin's outstanding equity awards would become fully vested, with his performance-vesting restricted stock units and performance-vesting Class B Profits Units vesting based on actual performance as of the change in control date.
| | | |
Termination
for Cause ($) |
| |
Resignation
Without Good Reason ($) |
| |
Death or
Disability ($) |
| |
Termination Without
Cause or Resignation for Good Reason Not in Connection with Change in Control ($) |
| |
Termination Without
Cause or Resignation for Good Reason in Connection with Change in Control ($) |
| |||||||||||||||
|
Cash Severance
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
|
Accelerated Vesting of Equity(1)
|
| | | | - | | | | | | - | | | | | | 447,809 | | | | | | 417,713 | | | | | | 417,713 | | |
|
Health Benefits
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
(1)
As of December 31, 2024 , Mr. Zeiden held 38,570 unvested time-vesting Class B Profits Units and 1,500 LTIP profits units. The value of the time-vesting Class B Profits Units is based on a trading price of $10.83 , which was the closing price of a share of our Common Stock on December 30, 2024 , which was the last trading day prior to his assumed termination date on December 31, 2024 . The value of the LTIP profits units is based on a fair value of $50.16 as of December 31, 2024 using the risk-neutral Monte Carlo simulation pricing model. In the case of a termination due to his disability or death, (i) all of Mr. Zeiden's outstanding time-vesting Class B Profits Units would become fully vested and (ii) with respect to his LTIP profits units, a pro rata portion (based upon determining a percentage of the outstanding awards, calculated by multiplying the number of anniversaries since the grant date, plus one, and 20%), which would be 600 of his 1,500 LTIP profits units would remain outstanding. In the case of a termination without cause or a resignation for good reason not in connection with a change of control, (i) Mr. Zeiden would receive with respect to his time-vesting Class B Profits Units, continuing eligibility to eaa pro-rata portion of the Class B Profits Units granted (based on the number of days elapsed from the grant date through the second anniversary of such termination of employment), which would be all of the 38,570 unvested time-vesting Class B Profits Units and (ii) Mr. Zeiden's LTIP profits units that have not yet met their service condition would be forfeited, which would be all of the 1,500 LTIP profits units. If the termination of employment occurred in the 24 months following a change of control, (i) all of Mr. Zeiden's outstanding time-vesting Class B Profits Units would become fully vested, and (ii) Mr. Zeiden's LTIP profits units that have not yet met their service condition would be forfeited, which would be all of the 1,500 LTIP profits units
CEO Pay Ratio
Pursuant to Item 402(u) of Regulation S-K, presented below is the total compensation of our median employee, the annual total compensation of our CEO for the 2024 fiscal year and the ratio of those two values:
•
The 2024 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $76,718 ;
•
The 2024 annual total compensation of our CEO, Mr. Nierenberg , calculated in accordance with Item 402(c) of Regulation S-K and as reported in the Summary Compensation Table for 2024 in this Proxy Statement, was $21,069,074 ; and
•
For 2024, the ratio of the annual total compensation of Mr. Nierenberg to the annual total compensation of our median employee was 275 to 1.
This reflects analysis of our global workforce of 6,070 employees as of December 31, 2024 , including part- time employees. We did not include independent contractors in our determination. In order to identify our median employee, we reviewed the W-2 Box 1 compensation for all of our United States employees,
41
the estimated amounts of the equivalent compensation measure in Schedule K-1 for our Sculptor service providers who do not receive W-2s and the equivalent compensation measure, converted to United States dollars, in the applicable tax forms for our employees located in the United Kingdom , Japan and Hong Kong . This approach was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying our median employee for 2024.
Once we identified our median employee for 2024 using the methodology described above, we determined the median employee's annual total compensation for 2024 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2024 annual total compensation of our CEO as reported in the Summary Compensation Table for 2024 in this Proxy Statement.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific legal requirements. We do not use this information in managing our Company.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for 2024, 2023 and 2022. As described above, our named executive officers did not receive any compensation from us prior to the Internalization Date and were compensated solely by our Former Manager; accordingly, we do not include disclosure for 2021 and 2020 in this section. Similarly, the executive compensation for 2022 covers only that portion of 2022 included in the 2022 Stub Year. In determining the "compensation actually paid" to our named executive officers, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table for 2024, 2023 and 2022, as the SEC's valuation methods for this section differ from those required in the Summary Compensation Table for 2024, 2023 and 2022.
Pay Versus Performance Table
| | | | | | | | | | | | | | | |
Average
Summary Compensation Table Total for Non-PEO Named Executive Officers(1) |
| |
Average
Compensation Actually Paid to Non-PEOs Named Executive Officers(2) |
| |
Value of initial fixed
investment based on: |
| | | | | | | | | | | | | |||||||||||||||
|
Year
|
| |
Summary
Compensation Table Total for PEO(1) |
| |
Compensation
Actually Paid to PEO(2) |
| |
Total
Stockholder Return(3) |
| |
Total Stockholder Return(4) |
| |
GAAP
Net Income (in millions)(5) |
| |
|
| ||||||||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| ||||||||||||||||||||||||
|
2024
|
| | | $ | 21,069,074 | | | | | $ | 39,594,117 | | | | | $ | 2,026,730 | | | | | $ | 2,275,989 | | | | | $ | 138.1 | | | | | $ | 83.6 | | | | | $ | 835.0 | | | | | | 17.0% | | |
|
2023
|
| | | $ | 20,160,023 | | | | | $ | 27,656,434 | | | | | $ | 2,073,066 | | | | | $ | 2,585,143 | | | | | $ | 124.3 | | | | | $ | 84.8 | | | | | $ | 532.7 | | | | | | 17.4% | | |
|
2022
|
| | | $ | 9,403,691 | | | | | $ | 9,126,235 | | | | | $ | 1,033,973 | | | | | $ | 1,033,973 | | | | | $ | 85.4 | | | | | $ | 73.6 | | | | | $ | 864.8 | | | | | | 11.2% | | |
(1)
For each of 2022 and 2023, our principal executive officer ("PEO") was Mr. Nierenberg , and our non-PEO named executive officers were Messrs. Santoro and Sivin. For 2024, our PEO was Mr. Nierenberg , and our non-PEO named executive officers were Messrs. Santoro, Sivin and Zeiden.
(2)
The amounts in the following table represent the amount of "compensation actually paid" to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the "Summary Compensation
42
Table Total" or "Average Summary Compensation Table Total for Non-PEO named executive officers" columns, as applicable, set forth above to determine the "compensation actually paid" for the applicable fiscal year.
| | | |
Summary
Compensation Table Total |
| |
Minus Grant
Date Fair Value of Equity Awards Granted During Applicable Year |
| |
Plus Year-End
Fair Value of Equity Awards Granted During Applicable Year(a) |
| |
Plus Change in
Fair Value (as of year end from prior year end) of Previously-Granted Equity Awards that Remain Unvested at Year End |
| |
Plus Change in
Fair Value (as of vesting date from prior year end) of Previously-Granted Equity Awards for Which All Applicable Vesting Conditions Were Satisfied During the Covered Fiscal Year |
| |
Plus Any
Dividends Paid Prior to the Vesting Date of the Underlying Award |
| |
Equals
Compensation Actually Paid |
| |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024
|
| | | $ | 21,069,074 | | | | | $ | (11,999,996) | | | | | $ | 29,917,117 | | | | | $ | 247,043(b) | | | | | $ | 71,863(c) | | | | | $ | 289,017 | | | | | $ | 39,594,117 | | |
|
2023
|
| | | $ | 20,160,023 | | | | | $ | (8,749,984) | | | | | $ | 14,724,238 | | | | | $ | 967,244 | | | | | $ | 217,726 | | | | | $ | 337,187 | | | | | $ | 27,656,434 | | |
|
2022
|
| | | $ | 9,403,691 | | | | | $ | (4,999,994) | | | | | $ | 4,722,538 | | | | | | - | | | | | | - | | | | | | - | | | | | $ | 9,126,235 | | |
|
Average of Non-PEO Named
Executive Officers |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024
|
| | | $ | 2,026,730 | | | | | $ | (601,759) | | | | | $ | 847,906 | | | | | $ | 4,180(d) | | | | | $ | (1,068)(e) | | | | | | - | | | | | $ | 2,275,989 | | |
|
2023
|
| | | $ | 2,073,066 | | | | | $ | (749,995) | | | | | $ | 1,262,072 | | | | | | - | | | | | | - | | | | | | - | | | | | $ | 2,585,143 | | |
|
2022
|
| | | $ | 1,033,973 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | $ | 1,033,973 | | |
(a)
Represents the fair value as of December 31, 2024 of time-vesting and performance-vesting Class B Profits Units based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024 , which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(b)
Represents the change in fair value as of year end from prior year end of (i) 192,678 unvested and outstanding shares of restricted stock, (ii) 363,566 unvested time-vesting restricted stock units and (iii) 1,090,706 unvested performance-vesting restricted stock units held by Mr. Nierenberg as of December 31, 2024 . The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023 , which was the last trading day of the year. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024 , which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance.
(c)
Represents the change in fair value of (i) 192,678 shares of restricted stock held by Mr. Nierenberg as of the vesting date of June 17, 2024 from prior year end and (ii) 169,964 time-vesting restricted stock units held by Mr. Nierenberg as of the vesting date of February 23, 2024 from prior year end. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023 , which was the last trading day of the year. The fair value as of the vesting date of June 17, 2024 is based on $11.15 per share, which was the closing price of a share of our Common Stock on June 16, 2024 , which was the last trading day prior to the vesting date. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024 , which was the last trading day prior to the vesting date.
(d)
Represents the average change in fair value as of year end from prior year end of (i) unvested and outstanding time-vesting and performance-vesting restricted stock units held by the non-PEO named executive officers as of December 31, 2024 and (ii) unvested and outstanding LTIP profits units. The fair value of the restricted stock units as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023 , which was the
43
last trading day of the year. The fair value of the restricted stock units as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024 , which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. The fair value with respect to the LTIP profits units is based on $50.16 and $66.73 as of December 31, 2024 and 2023, respectively.
(e)
Represents the average change in fair value of time-vesting restricted stock units held by the non-PEO named executive officers, which vested in 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023 , which was the last trading day of the year. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024 , which was the last trading day prior to the vesting date.
(3)
The Total Stockholder Retuassumes $100 invested in our common stock for the period starting December 31, 2021 through December 31 of the applicable year.
(4)
The NAREIT Mortgage REIT index (which was also used in the Company's Form 10-K filing) was used to calculate the Company's peer group total stockholder return. The Peer Group Total Stockholder Retuassumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year.
(5)
As reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .
(6)
The EAD ROE metric is a non-GAAP metric. EAD ROE is utilized in our long-term incentive plan but is not a financial measure under GAAP. Please refer to Annex A for a discussion and reconciliation of EAD to the most directly comparable GAAP measure. EAD ROE for the year represents reported 2024 FY EAD divided by average quarterly Common Stockholder's Equity over the same period.
44
Description of the Relationship Between Pay and Performance
The following chart sets forth the relationship between compensation actually paid to our PEO and average compensation actually paid to our other named executive officers and Company Total Stockholder Retufor 2022, 2023 and 2024. Company Total Stockholder Retufor 2022 represents Total Stockholder Retufor the full fiscal year ending December 31, 2022 . Compensation actually paid to our PEO and average compensation actually paid to our other named executive officers for 2022 represent the 2022 Stub Year, covering the period from June 17, 2022 through December 31, 2022 .
The following chart sets forth the relationship between compensation actually paid to our PEO and average compensation actually paid to our other named executive officers and GAAP Net Income for 2022, 2023 and 2024. GAAP Net Income for 2022 represents GAAP Net Income for the full fiscal year ending December 31, 2022 . Compensation actually paid to our PEO and average compensation actually paid to our other named executive officers for 2022 represent the 2022 Stub Year, covering the period from June 17, 2022 through December 31, 2022 .
The following chart sets forth the relationship between compensation actually paid to our PEO and average compensation actually paid to our other named executive officers and EAD ROE for 2022, 2023 and 2024. EAD ROE for 2022 represents EAD ROE for the full fiscal year ending December 31, 2022 . Compensation actually paid to our PEO and average compensation actually paid to our other named executive officers for 2022 represent the 2022 Stub Year, covering the period from June 17, 2022 through December 31, 2022 .
45
The following chart compares our Total Stockholder Retuto that of the NAREIT Mortgage REIT Index for 2022, 2023 and 2024.
Tabular List of Performance Measures
The following table presents the financial performance measures that the Company considered the most important in linking compensation actually paid to our PEO and our non-PEO named executive officers for 2024 to Company performance. The measures in this table are not ranked.
| | |
Most Important
Performance Measures |
| |
| | |
|
| |
| | |
Economic return
|
| |
| | |
Earnings Available for
Distribution |
| |
| | |
Book value growth
|
| |
| | |
Cost savings
|
| |
46
Equity Compensation Plan Information
The following table summarizes the total number of outstanding securities in the incentive plans and the number of securities remaining for future issuance under each plan, as well as the weighted average exercise price of all outstanding securities as of December 31, 2024 .
|
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(1) |
| |
Number of Securities
Remaining Available for Future Issuance Under the Equity Compensation Plans (excluding Securities Reflected in Column (a)(2) |
| |||||||||
|
Equity Compensation Plans Approved by Security Holders:
|
| | | | | | | | | | | | | | | | | | |
|
|
| | | | 19,549,481(3) | | | | | $ | 15.16 | | | | | | - | | |
|
|
| | | | 6,567,599(4) | | | | | | - | | | | | | 26,122,278 | | |
|
Total
|
| | | | 26,117,080 | | | | | $ | 15.16 | | | | | | 26,122,278 | | |
|
Equity Compensation Plans Not Approved
by Security Holders: |
| | | | | | | | | | | | | | | | | | |
|
None
|
| | | | | | | | | | | | | | | | | | |
(1)
Represents the weighted-average exercise price of the options only. The time-vesting and performance-vesting restricted stock units and Class B Profits Units are full-value awards that do not have an exercise price.
(2)
No additional awards will be granted under the 2013 Plan, which was terminated on April 29, 2023 (but awards previously granted under this plan extended beyond this date and survived termination of the 2013 Plan on April 29, 2023 ). The number of securities remaining available for future issuance under the 2023 Plan is net of an aggregate 125,481 shares of our common stock awarded to our directors and former directors.
(3)
Includes (i) 14,421,655 options awarded to the Former Manager prior to the Internalization, (ii) 2,000 options awarded to our directors and (iii) 5,125,826 time-vesting and performance-vesting restricted stock units (assuming the maximum level of performance for the performance-vesting restricted stock units) awarded to our employees, in each case pursuant to the 2013 Plan. Pursuant to SEC guidance, the 192,678 unvested restricted shares held by Mr. Nierenberg as of December 31, 2024 are issued and outstanding shares and are not included in this column.
(4)
Includes (i) 2,720,659 time-vesting and performance-vesting restricted stock units (assuming the maximum level of performance for the performance-vesting restricted stock units) and (ii) 3,976,632 time-vesting and performance-vesting Class B Profits Units (assuming the maximum level of performance for the performance-vesting Class B Profits Units), in each case including accrued dividend equivalents and awarded to our employees pursuant to the 2023 Plan.
47
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Listed in the following table is certain information with respect to the beneficial ownership of shares of our Common Stock as of April 9, 2025 by each person known by us to be the beneficial owner of more than five percent of our Common Stock, and by each of our directors, director nominees and named executive officers, individually and all of our directors and executive officers as a group. As of that date, there were 530,315,155 shares of our Common Stock outstanding.
For purposes of this Proxy Statement, a "beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:
(i)
voting power, which includes the power to vote, or to direct the voting of, shares of our Common Stock; and/or
(ii)
investment power, which includes the power to dispose of, or to direct the disposition of, shares of our Common Stock.
A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security at any time within 60 days.
|
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of
Class |
| ||||||
|
|
| | | | 45,436,921 | | | | | | 9.4% | | |
|
|
| | | | 27,642,103 | | | | | | 5.7% | | |
|
|
| | |
|
3,827
|
| | | | | | | |
|
|
| | | | 319,992 | | | | | | * | | |
|
|
| | | | 65,124 | | | | | | * | | |
|
|
| | | | - | | | | | | * | | |
|
|
| | | | 41,846 | | | | | | * | | |
|
|
| | |
|
1,653,514
|
| | | | | | | |
|
|
| | | | 110,794 | | | | | | * | | |
|
|
| | | | 97,285 | | | | | | * | | |
|
|
| | |
|
27,079
|
| | | | | | | |
|
|
| | | | 19,285 | | | | | | * | | |
|
All directors, nominees and executive officers as a group (9 persons)
|
| | | | 2,338,746 | | | | | | * | | |
*
Denotes less than 1%.
(1)
The address of all officers and directors listed above is in the care of Rithm Capital Corp. , 799 Broadway , 8th Floor, New York, New York 10003.
(2)
(3)
(4)
Includes, with respect to Patrice Le Melle , 1,000 shares issuable upon the exercise of options that are exercisable within 60 days of April 9, 2025 . The percentage for Ms. Le Melle assumes the exercise of all options to acquire shares of our Common Stock held by her that are exercisable within 60 days of April 9, 2025 .
(5)
Includes, with respect to Messrs. Nierenberg, Santoro, Sivin and Zeiden, 100,612, 18,720, 5,344 and 19,285 shares, respectively, issuable upon the exchange of time-vesting Class B Profits Units that are
48
exchangeable within 60 days of April 9, 2025 . The percentage for each individual assumes the exchange by the Company of all Class B Profits Units held by the relevant individual that are exchangeable within 60 days of April 9, 2025 .
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC . Executive officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that they file. Based solely on our review of copies of such reports, we believe that all Section 16(a) filing requirements applicable to our directors, officers and 10% stockholders were complied with during 2024, except that Mr. Zeiden's Form 3 was inadvertently untimely filed.
49
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review of Transactions with Related Persons
Other.Jonathan Nierenberg , an adult child of Michael Nierenberg , the Chief Executive Officer, President and Chairman of the Board of Directors of the Company, was employed by the Company on a full-time basis during the year ended December 31, 2024 in a non-executive officer capacity as an investment vice president, with a base salary of $200,000 , an annual cash bonus for the year ended December 31, 2024 of $350,000 and an equity award grant with a fair value of $150,000 . The compensation of Jonathan Nierenberg is comparable to other Company employees at a similar level and was determined in accordance with our standard compensation practices.
50
ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR
2026 ANNUAL MEETING
2026 ANNUAL MEETING
Proposals received from stockholders are given careful consideration by the Company in accordance with Rule 14a-8 under the Exchange Act. Stockholder proposals are eligible for consideration for inclusion in the proxy statement for the 2026 annual meeting of stockholders if they are received by the Company on or before December 10, 2025 . However, if the 2026 annual meeting date is advanced or delayed by more than 30 days from the anniversary of the previous year's meeting, to be timely a proposal by the stockholders must be received no later than a reasonable time before the Company begins to print and send its proxy materials. In addition, all proposals will need to comply with Rule 14a-8, which lists the requirements for inclusion of stockholder proposals in company-sponsored proxy materials. Any proposal should be directed to the attention of the Company's Secretary at 799 Broadway 8thFloor, New York, New York 10003.
In order for a stockholder proposal, including proposals regarding director nominees, submitted outside of Rule 14a-8 to be considered "timely," the Company's Bylaws require that such proposal must be received by the Company not less than 90 days nor more than 120 days prior to the one-year anniversary of the immediately preceding annual meeting of stockholders. Accordingly, in order for a proposal relating to business to be conducted at our 2026 annual meeting of stockholders to be "timely" under the Company's Bylaws, it must be received by the Secretary of the Company at our principal executive office no earlier than January 22, 2026 and no later than February 21, 2026 . However, in the event that the date of the 2025 annual meeting of stockholders is advanced or delayed by more than 25 days from May 22, 2026 , for a proposal by the stockholders to be timely, it must be received not later than the close of business on the 10th day after the earlier of the mailing of the notice of the 2026 annual meeting of stockholders or the day on which public announcement of the date of such meeting is first made by the Company. All director nominations and stockholder proposals, other than stockholder proposals made pursuant to Rule 14a-8, must comply with the requirements of our Bylaws and other applicable SEC rules, including Rule 14a-19 for director nominations, or they may be excluded from consideration at the meeting. Stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that includes the information required by Rule 14a-9 no later than March 23, 2026 .
51
OTHER MATTERS
The Board of Directors knows of no other business to be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, the proxies will be voted on such matters in accordance with the judgment of the persons named as proxies therein, or their substitutes, present and acting at the meeting.
No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, such information or representation should not be relied upon as having been authorized. The delivery of this Proxy Statement shall not, under any circumstances, imply that there has not been any change in the information set forth herein since the date of the Proxy Statement.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC . Our SEC filings are available to the public from commercial document retrieval services and on the website maintained by the SEC at www.sec.gov.In addition, our SEC filings are available, free of charge, on our website: www.rithmcap.com. Such information will also be furnished upon written request to Rithm Capital Corp. , 799 Broadway , 8thFloor, New York, New York 10003, Attention: Investor Relations.
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy materials, including the annual report and proxy statement and the Internet Notice, if applicable, with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. Some brokers "household" proxy materials, delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, please notify your broker if your shares are held in a brokerage account.
Instead of receiving future copies of our proxy materials by mail, you can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save the cost of producing and mailing documents to your home or business, will give you an electronic link to the proxy voting site and also will also help preserve environmental resources.
Stockholders of Record. If you vote on the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.
Street Name Holders. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service.
Your election to receive proxy materials by email will remain in effect until you terminate it.
By Order of the Board of Directors,
/s/ Philip Sivin
Secretary
52
ANNEX A: NON-GAAP FINANCIAL MEASURE AND
RECONCILIATION TO GAAP NET INCOME
RECONCILIATION TO GAAP NET INCOME
The Company has four primary variables that impact its performance: (i) net interest margin on assets held within the investment portfolio; (ii) realized and unrealized gains or losses on assets held within the investment portfolio and operating companies, including any impairment or reserve for expected credit losses; (iii) income from the Company's operating company investments; and (iv) the Company's operating expenses and taxes.
"Earnings available for distribution" is a non-GAAP financial measure of the Company's operating performance, which is used by management to evaluate the Company's performance, excluding: (i) net realized and unrealized gains and losses on certain assets and liabilities; (ii) net other income and losses; (iii) non-capitalized transaction-related expenses; and (iv) deferred taxes.
The Company's definition of earnings available for distribution excludes certain realized and unrealized losses, which although they represent a part of the Company's recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance. Within net other income and losses, management primarily excludes (i) equity-based compensation expenses, (ii) non-cash deferred interest expense and (iii) amortization expense related to intangible assets, as management does not consider this non-cash activity to be a component of earnings available for distribution. With regard to non-capitalized transaction-related expenses, management does not view these costs as part of the Company's core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Management also excludes amortization of acquisition premium on residential transitional loans. Management also excludes bargain purchase gain resulting from business acquisitions as it is not a recurring activity and it is not part of the Company's core operations. Non-capitalized transaction-related expenses generally relate to legal and valuation service costs, as well as other professional service fees, incurred when the Company acquires certain investments, as well as costs associated with the acquisition and integration of acquired businesses. Management also excludes deferred taxes because the Company believes deferred taxes are not representative of current operations.
Management believes that the adjustments to compute "earnings available for distribution" specified above allow investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company's activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company's current core performance using the same financial measure that management uses to operate the business. Management also utilizes earnings available for distribution as a financial measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company's investments, as well as the allocation of resources between those investments, and management also relies on earnings available for distribution as an indicator of the results of such decisions. Earnings available for distribution excludes certain recurring items, such as gains and losses (including impairment and reserves as well as derivative activities) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company's core operations for the reasons described herein. As such, earnings available for distribution is not intended to reflect all of the Company's activity and should be considered as only one of the factors used by management in assessing the Company's performance, along with GAAP net income which is inclusive of all of the Company's activities.
The Company and management views earnings available for distribution as a consistent financial measure of the Company's portfolio's ability to generate income for distribution to common stockholders. Earnings available for distribution does not represent and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company's calculation of this financial measure may not be comparable to similarly entitled financial measures reported by other companies. Furthermore, to maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. Because the Company views earnings available for distribution as a consistent financial measure of its ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company's board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company's taxable income, a
A-1
guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.
The table below provides a reconciliation of earnings available for distribution to the most directly comparable GAAP financial measure (dollars in thousands, except share and per share data):
| | | |
Year Ended
2024 |
| |||
|
Net income (loss) attributable to common stockholders
|
| | | $ | 835,047 | | |
| Adjustments: | | | | | | | |
|
Realized and unrealized (gains) losses, net, including MSR change in valuation inputs and assumptions
|
| | | | (181,070) | | |
|
Other (income) loss, net
|
| | | | 142,285 | | |
|
Computershare Mortgage Acquisition:
|
| | | | | | |
|
Bargain purchase gain
|
| | | | (27,415) | | |
|
Non-recurring acquisition and restructuring expenses
|
| | | | 14,936 | | |
|
Non-capitalized transaction-related expenses
|
| | | | 12,286 | | |
|
Deferred taxes
|
| | | | 254,402 | | |
|
Earnings Available for Distribution
|
| | | $ | 1,050,471 | | |
|
Net income (loss) per diluted share
|
| | | $ | 1.67 | | |
|
Earnings available for distribution per diluted share
|
| | | $ | 2.10 | | |
|
Weighted average number of shares of common stock outstanding, diluted
|
| | | | 499,597,670 | | |
A-2
ANNUAL MEETING OF STOCKHOLDERS OF RITHM CAPITAL CORP. May 22, 2025 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 or1-201-299-4446from 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 https://equiniti.com/us/ast-access to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and Annual Report are available at http://www.astproxyportal.com/ast/19706 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20233000000000001000 6 052225 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3. 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 ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) NOMINEES: O Peggy Hwan Hebard O Ranjit M. Kripalani 2. To the approve appointment of Ernst & Young LLP as the independent registered public accounting firm for Rithm Capital Corp. for the fiscal year ending December 31, 2025. 3. To approve (on a non-binding advisory basis) the compensation of the named executive officers as described in the accompanying materials. FOR AGAINST ABSTAIN 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: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposal 2 and Proposal 3. If no direction is made, this proxy will be voted in the discretion of the proxy holder on any other business not specified above that is properly presented at the Annual Meeting or postponement thereof. 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. 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.
0 RITHM CAPITAL CORP. 799 Broadway New York, NY 10003 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Michael Nierenberg and Nicola Santoro , Jr., or either of them, as proxies, each with full power of substitution, and hereby authorize(s) them to represent and vote, as designated on the reverse side, all the shares of Common Stock of RITHM CAPITAL CORP. held of record by the undersigned on April 1, 2025, at the Annual Meeting of Stockholders to be held at 8:00 a.m., EasteTime, on May 22, 2025, at Skadden, Arps, Slate, Meagher & Flom LLP , One Manhattan West, New York, NY , or any adjournment or postponement thereof. (Continued and to be signed on the reverse side) 1.1 14475
Attachments
Disclaimer
How seniors can save on auto insurance
Everyone else about to start subsidizing mansion payouts
Advisor News
- Why financial consciousness is the key to long-term clarity
- Selling long-term-care insurance in a group setting
- How to overcome the fear of calling prospects
- Advisor gives students a lesson in financial reality
- How life’s milestones can play a role in selling financial services
More Advisor NewsAnnuity News
- Augustar generates industry buzz with 24% premium bonus on its FIA
- Michal Wilson "Mike" Perrine
- Emerging digital annuity sales process cutting cycle times by 94%, IRI says
- In times of market volatility, FIAs make the difference
- Charitable gift annuities gaining in popularity
More Annuity NewsHealth/Employee Benefits News
- Low-income diabetes patients more likely to be uninsured
- UnitedHealth execs bemoan ‘unusual and unacceptable’ Q1 financials
- LTCi proves its value beyond peace of mind
- Governor signs ban on drug middlemen owning pharmacies
- The lighter side of The News: Political theater; A bone to pick with a Yankee; Health insurers have mascots?
More Health/Employee Benefits NewsLife Insurance News
- NAIFA eyes tax reform, retirement issues in 2025
- Legislation would change tax treatment of life insurers’ debt investments
- Closing the life insurance coverage gap by investing in education
- IUL sales: How to overcome ‘it’s too complicated’
- LIMRA: Record workplace life insurance sales up for 4th consecutive year
More Life Insurance News