DEF 14A of Rithm Capital Corp., Apr 9, 2025

DEF 14A of Rithm Capital Corp.

Filed Apr 9, 2025 · FY20240001104659-25-033195

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    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:

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | Class | Term Expiration | Director | Age | | Class I | 2026 | David Saltzman | 63 | | | | William D. Addas | 65 | | Class II | 2027 | Kevin J. Finnerty | 70 | | | | Michael Nierenberg | 62 | | | | Patrice M. Le Melle | 66 | | Class III | 2025 | Peggy Hwan Hebard | 51 | | | | Ranjit M. Kripalani | 65 |

  3. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    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 specifications FOR Peggy 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.

  4. Information Concerning Our Directors, Including the Director Nominees

    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.

  5. Information Concerning Our Directors, Including the Director Nominees

    | William D. Addas Director since November 2024 | Mr. Addas has been a member of our Board of Directors since November 2024. Mr. Addas has been a director of BGC Group since July 2023. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984 to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate. Mr. Addas holds a Bachelor of Arts from Brandeis University, and a Juris Doctor from the George Washington University Law School. Mr. Addas was recommended as a nominee to our Board by our Chief Executive Officer. Mr. Addas’s specialty finance, mortgage company and public company experience led the Board of Directors to conclude that Mr. Addas should serve as a director. | | Kevin J. Finnerty Director since April 2013 | Mr. Finnerty has been a member of our Board of Directors since April 2013. Mr. Finnerty was previously an employee of Mariner Investment Group from 2005 through December 2024 and is the founding partner of Galton Capital Group, a residential mortgage credit fund manager and a former founder and Managing Partner of Mariner F.I. Capital, an investment company focused on agency-mortgage related strategies. Previously, Mr. Finnerty was a Managing Director at J.P. Morgan Securities Inc., where he headed the Residential Mortgage Securities Department from 1999 to 2005. Prior to joining J.P. Morgan Securities Inc., Mr. Finnerty was a Senior Vice President at Freddie Mac during 1999 and headed the Mortgage-Backed Securities (MBS) Department at Union Bank of Switzerland from 1996 until 1998. Between 1986 and 1996, Mr. Finnerty was with Bear Stearns & Co. Inc., where he was a Senior Managing Director and ultimately headed the MBS Department and served as a member of the board of directors from |

  6. Information Concerning Our Directors, Including the Director Nominees

    | | 1993 until 1996. From August 2005 to May 2019, Mr. Finnerty was a member of the board of Drive Shack Inc. and its Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. From 2009 to 2017, Mr. Finnerty served two four-year terms on the Board of Trustees at Loyola University Maryland, including his time as Chairman of their endowment Investment Committee. Mr. Finnerty graduated from St. John’s University with a Bachelor of Science in Communication Arts and a minor in Economics. Mr. Finnerty’s mortgage-related securities and finance knowledge, expertise and experience led the Board of Directors to conclude that Mr. Finnerty should serve as a director. | | Peggy Hwan Hebard Director since January 2023 | Ms. Hebard has been a member of our Board of Directors since January 2023. Ms. Hebard has served as the Chief Financial Officer and Chief Operating Officer at the Children’s Museum of Manhattan since April 2021. Additionally, from September 2018 through April 2021, Ms. Hebard served as a director of Turning Point Brands (NYSE: TPB), where she served on the Audit and Compensation committees and led a special committee overseeing strategic mergers and acquisitions. Ms. Hebard’s prior work experience included 14 years as a Senior Advisor to the Executive Office and the Director’s Office at The Metropolitan Museum of Art from August 2007 through April 2021. Prior to Ms. Hebard’s role at The Metropolitan Museum of Art, she was a debt ratings analyst at Standard & Poor’s focusing on cruise line and gaming companies, an investment banker at Credit Suisse First Boston focusing on retail and consumer products companies, a consultant at PwC working with companies in the financial services industry and an auditor at Coopers & Lybrand. Ms. Hebard has an M.B.A. from the Yale School of Management, a master’s degree in museum studies from Johns Hopkins and a Bachelor of Science. from the Wharton School at the University of Pennsylvania. Ms. Hebard holds the CFA and CPA designations. Ms. Hebard’s finance and accounting knowledge and public company and strategic transaction experience led the Board of Directors to conclude that Ms. Hebard should serve as a director. | | Ranjit M. Kripalani Director since November 2024 | Mr. Kripalani has been a member of our Board of Directors since November 2024. From 2017 through 2023, Mr. Kripalani served as a member of the Board of Directors of Griffin Realty Trust, Inc. (NYSE: GRT) and the chair of the Compensation Committee. Additionally, from 2014 through 2023, Mr. Kripalani served as a member of the Board of Directors of Western Asset Management Capital Corp and the chair of the Risk Committee. Mr. Kripalani has also served as a member of the Board of each of Combined Systems Incorporated and DAVI Audio since 2013 and 2019, respectively. From 2009 to 2013, Mr. Kripalani served as the Chief Executive Officer of CRT Capital Group LLC, an institutionally focused broker dealer. Prior to joining CRT Capital Group LLC, Mr. Kripalani worked at Countrywide Capital Markets, Inc. and Countrywide Financial Corporation from 1998 to 2008, where he served in a number of roles, including as President of Capital Markets and Executive Managing Director of Countrywide Financial Corp. and Chief Executive Officer and President of |

  7. Information Concerning Our Directors, Including the Director Nominees

    | | Countrywide Capital Markets from 2000 to 2008. Prior to joining Countrywide, Mr. Kripalani served as Managing Director and Head of Mortgage Trading for Chase Securities, Inc. from 1995 to 1998, and as Managing Director and Head of Mortgage Trading for PaineWebber, Inc. from 1985 to 1995. Mr. Kripalani has a Bachelor of Arts degree in International Relations from Tufts University and a Graduate Diploma in Business Studies from the London School of Economics. Mr. Kripalani was recommended as a nominee to our Board by Mr. Sloves, who served on our Board until November 1, 2024. Mr. Kripalani’s extensive public company and mortgage industry experience led our Board of Directors to conclude that Mr. Kripalani should serve as a director. | | Patrice M. Le Melle Director Since November 2021 | Ms. Le Melle has been a member of our Board of Directors since November 2021. Ms. Le Melle is currently Associate General Counsel at Columbia University. Ms. Le Melle joined Columbia University in this role in 2008, practicing in the areas of government, general contracts, privacy and data security, sponsored research and real estate. Previously, she served as an Administrative Law Judge for the New York Department of State and as Deputy Secretary of State and Counsel to the Secretary of the State of New York. In these roles, Ms. Le Melle was crucial to providing management and legal advice and services to the Department of State operations. Ms. Le Melle began her career as an Associate in the corporate group at the law firm Richards O’Neil, followed by a position as First Deputy General Counsel of the Off-Track Betting Corporation. Ms. Le Melle obtained her J.D. from Rutgers-Newark Law School where she was an editor of the Rutgers Law Review. Prior to attending law school, Ms. Le Melle received a Bachelor of Arts degree from Yale University. Ms. Le Melle’s government, corporate governance, data and privacy experience led our Board of Directors to conclude that Ms. Le Melle should serve as a director. | | Michael Nierenberg Chairman of the Board since May 2016; Director since November 2013 | Mr. Nierenberg has been a member of our Board of Directors since November 2013 and Chairman of the Board since May 2016. Mr. Nierenberg was appointed as our Chief Executive Officer and President on November 13, 2013. From November 2013 until June 2022, Mr. Nierenberg served as a Managing Director at our Former Manager. Beginning in January 2025, Mr. Nierenberg has served as the Chairman of the board and a director and, since November 2024, the Chief Executive Officer of Rithm Acquisition Corp., a special purpose acquisition company. Additionally, Mr. Nierenberg has served as a director and the Chief Executive Officer of Rithm Property Trust Inc., a publicly traded REIT externally managed by an affiliate of Rithm, since June 2024. From December 2020 until June 2022, Mr. Nierenberg also served as Chief Executive Officer and Chairman of the board of Fortress Capital Acquisition Corp., and, from January 2021 until June 2022, as a member of its Audit and Compensation Committees. Prior to becoming Chief Executive Officer of Rithm Capital, Mr. Nierenberg served as a Managing Director and head of Global Mortgages and Securitized Products at Bank of America Merrill Lynch. Mr. Nierenberg joined Bank of America Merrill Lynch in November 2008 from JP Morgan, where he was head of Global Securitized Products and a member of the management committee |

  8. Information Concerning Our Directors, Including the Director Nominees

    | | of the investment bank. Prior to his tenure at JP Morgan, Mr. Nierenberg held a range of senior leadership positions during fourteen years with Bear Stearns & Co. Inc., including Head of Interest Rate and Foreign Exchange Trading Operations, Co-Head of Structured Products and Co-Head of Mortgage-Backed Securities Trading. From 2006 to 2008, he was a member of Bear Stearns’s Board of Directors. Mr. Nierenberg spent seven years at Lehman Brothers prior to joining Bear Stearns and was instrumental in building the company’s adjustable-rate mortgage business. Mr. Nierenberg’s knowledge, skills, expertise and experience as described above led the Board of Directors to conclude that Mr. Nierenberg should serve as a director. | | David Saltzman Director since April 2013 | Mr. Saltzman has been a member of our Board of Directors since April 2013. Mr. Saltzman is a co-founder of The Atria Institute, and was previously a Partner of Two Sigma Investments, where he served from 2017 until 2021. Mr. Saltzman was the Executive Director of The Robin Hood Foundation from 1989 until 2016 and currently serves on its board of directors. Prior to joining Robin Hood, Mr. Saltzman served as the Special Assistant to the President of the Board of Education of the City of New York for three years. Before working at the Board of Education, he ran AIDS education programs for the New York City Department of Health. Mr. Saltzman began his career in public service working with homeless families for the Human Resources Administration of the City of New York, the city’s Department of Social Services. Mr. Saltzman earned a Master’s of Public Policy and Administration from Columbia University and a Bachelor of the Arts from Brown University. In 2001, Mr. Saltzman was named as one of Time Magazine’s 100 Innovators. Mr. Saltzman’s knowledge, skill, management expertise and experience as described above led the Board of Directors to conclude that Mr. Saltzman should serve as a director. |

  9. Compensation of Directors

    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.

  10. Director Compensation Table for 2024

    Director Compensation Table for 2024

  11. Director Compensation Table for 2024

    | Name | Fees Earned or Paid in Cash(4) | Stock Awards | Option Awards(5) | Total | | William D. Addas(1) | $41,446 | — | — | $41,446 | | Kevin J. Finnerty | $130,000 | $155,007 | — | $285,007 | | Peggy Hwan Hebard | $135,000 | $160,010 | — | $295,010 | | Ranjit M. Kripalani(2) | $43,098 | — | — | $43,098 | | Patrice M. Le Melle | $125,000 | $150,004 | — | $275,004 | | David Saltzman | $135,000 | $160,010 | — | $295,010 | | Andrew Sloves(3) | $86,902 | $155,007 | — | $241,909 |

  12. Director Compensation Table for 2024

    (1) Mr. Addas commenced service as a member of the Company’s Board of Directors on November 1, 2024. For 2024, Mr. Addas elected to receive all of his compensation for his service as a director in the form of shares of our Common Stock in lieu of cash. (2) Mr. Kripalani commenced service as a member of the Company’s Board of Directors on November 1, 2024, and our Board of Directors appointed Mr. Kripalani as the chairperson of the Regulatory Committee beginning November 1, 2024. (3) Mr. Sloves resigned from his position as a director and as the chairperson of the Regulatory Committee on November 1, 2024. (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.

  13. Role of the Independent Compensation Consultant

    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.

  14. Elements of our Executive Compensation Program

    Elements of our Executive Compensation Program The compensation program for our named executive officers consists of an annual base salary, the ability to earn short-term incentive awards, the ability to earn long-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 earn from 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:

  15. Elements of our Executive Compensation Program

    | | 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% |

  16. Elements of our Executive Compensation Program

    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. 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: • Diversified Rithm Capital’s Portfolio, deploying $2 billion of capital while maintaining an average of approximately $1.8 billion of total cash and liquidity(a) through the year: • Issued $775.0 million aggregate principal amount of Senior Unsecured Notes due 2029 and 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 loans on to the Newrez system within a four-month period with no material disruptions; • Utilized novel transaction structure in 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. 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. 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. Mr. Sivin did not have a specific target short-term incentive opportunity amount, and instead was eligible to receive a discretionary short-term incentive amount from the Company based on Mr. Nierenberg’s determination of his individual performance and the performance of the Company as a whole. For 2024, Mr. Sivin was awarded a short-term incentive amount of $1,000,000. 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.

  17. Elements of our Executive Compensation Program

    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 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) 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.

  18. Employment Agreements and Offer Letters with our Named Executive Officers

    Employment Agreements and Offer Letters with our Named Executive Officers Michael Nierenberg. We are party to an employment agreement, dated as of June 17, 2022 (the “Original Employment Agreement”), with Mr. Nierenberg, which was amended by the first amendment to employment agreement, dated as of March, 14, 2024 (as amended, the “Amended Employment Agreement”). Pursuant to the Original Employment Agreement, Mr. Nierenberg received a base salary at the annualized rate of $1,250,000, in addition to specified short- and long- term incentive goals. Pursuant to the Amended Employment Agreement, effective April 1, 2024, Mr. Nierenberg receives a base salary at the annualized rate of $1,000,000 and, beginning in 2024, has an annual short-term incentive amount of $4,000,000, of which he will be eligible to earn from 0% to 200% based on various financial, strategic and individual performance metrics determined by our Compensation Committee each year. Further, pursuant to the Amended Employment Agreement, beginning in 2024, Mr. Nierenberg receives annual long-term equity incentive awards having a target grant date value of $12,000,000, of which 75% will be in the form of performance-based equity incentive awards and 25% will be in the form of time-based equity incentive awards. 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 earn a 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 earn (without pro-ration) any performance-vesting awards granted to him based on actual performance through the end of the original performance period. Mr. Nierenberg is required to sign a separation and general release agreement in a form and manner satisfactory to the Company in order to receive these severance payments and benefits. Mr. Nierenberg’s employment agreement further provides that he is subject to certain post-employment non-competition and non-solicitation covenants for a 24-month period following any termination of employment, as well as a covenant not to disclose confidential information. Nicola Santoro, Jr. We are party to an offer letter with Mr. Santoro, dated as of August 1, 2022, pursuant to which he receives a base salary at the annualized rate of $300,000. As discussed above, the Compensation Committee adjusted the base salary of Mr. Santoro to $400,000, effective as of January 1, 2024. He is also eligible to receive an annual discretionary short-term incentive award. Mr. Santoro is also subject to a post-employment non-competition covenant for 12 months following his termination of employment as a result of his resignation or a termination by the Company for cause (as defined in the offer letter), certain non-solicitation covenants for 18 months following his termination of employment for any reason and covenants involving confidentiality and proprietary rights. Philip Sivin. We are party to an offer letter with Mr. Sivin, dated as of August 1, 2022, pursuant to which he receives a base salary at the annualized rate of $250,000. As discussed above, the Compensation Committee adjusted the base salary of Mr. Sivin to $400,000, effective as of January 1, 2024. He is also eligible to receive an annual discretionary short-term incentive award. Mr. Sivin is also subject to certain non- solicitation covenants for 18 months following his termination of employment for any reason and covenants involving confidentiality and proprietary rights. David Zeiden. We are party to an offer letter with Mr. Zeiden, dated as of April 26, 2024, pursuant to which he receives a base salary at an annualized rate of $500,000. Additionally, as discussed above, pursuant to such offer letter, Mr. Zeiden was entitled to a one-time grant of time-based equity awards equivalent to $409,969. He is also eligible to receive annual discretionary short-term incentive award. Mr. Zeiden is also subject to certain non-solicitation covenants for 18 months following his termination of employment for any reason and covenants involving confidentiality and proprietary rights.

  19. Summary Compensation Table for 2024

    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.

  20. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Nierenberg 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 | | Nicola Santoro Jr. 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 | | Philip Sivin 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 | | David Zeiden(6) Chief Legal Officer | 2024 | 500,000 | 887,074(7) | 409,972 | — | 19,324 | 1,816,370 |

  21. Summary Compensation Table for 2024

    (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. 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 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. 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 earn from 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) Mr. Zeiden was not a named executive officer in 2023 or 2022. (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.

  22. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The table below sets forth the plan-based awards granted to our named executive officers in 2024.

  23. Grants of Plan-Based Awards 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 ($)(3)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael Nierenberg | March 15, 2024 | — | — | — | — | — | — | 276,243 | 2,999,999 | | | March 15, 2024 | — | — | — | 207,182 | 828,729 | 2,486,187 | — | 8,999,997 | | | February 23, 2024 | 1,000,000 | 4,000,000 | 8,000,000 | — | — | — | — | — | | Nicola Santoro, Jr. | February 23, 2024 | — | — | — | — | — | — | 51,401 | 543,309 | | | February 23, 2024 | — | — | — | 12,850 | 51,401 | 102,802 | — | 543,309 | | Philip Sivin | February 23, 2024 | — | — | — | — | — | — | 14,602 | 154,343 | | | February 23, 2024 | — | — | — | 3,651 | 14,602 | 29,204 | — | 154,343 | | David Zeiden | May 1, 2024 | — | — | — | — | — | — | 36,868 | 409,972 |

  24. Grants of Plan-Based Awards in 2024

    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.

  25. Outstanding Equity Awards at Fiscal Year-End for 2024

    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.

  26. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Michael Nierenberg | 851,696(2) | 9,223,868 | 3,749,783(3) | 40,610,150(1) | | Nicola Santoro, Jr. | 106,910(4) | 1,157,835 | 265,760(5) | 2,878,181(1) | | Philip Sivin | 26,000(4) | 281,580 | 62,393(5) | 675,716(1) | | David Zeiden | 38,570(4) | 417,713 | 1,500(6) | 75,240(6) |

  27. Outstanding Equity Awards at Fiscal Year-End for 2024

    (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. 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. 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. 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 return (“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.

  28. Options Exercised and Stock Vested for 2024

    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.

  29. Options Exercised and Stock Vested for 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael Nierenberg | 362,642(1) | 3,944,879 | | Nicola Santoro, Jr. | 24,280(3) | 256,640 | | Philip Sivin | 4,855(3) | 51,317 | | David Zeiden | — | — |

  30. Options Exercised and Stock Vested for 2024

    (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.

  31. Pension Benefits for 2024

    Pension Benefits for 2024 We do not maintain any defined benefit pension plans in which any of our named executive officers participate.

  32. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 We do not maintain any nonqualified deferred compensation plans in which any of our named executive officers participate.

  33. Potential Payments upon Termination or Change of Control

    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.

  34. CEO Pay Ratio

    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, 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.

  35. Pay Versus Performance

    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.

  36. Pay Versus Performance Table

    Pay Versus Performance Table

  37. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers(2) | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | | Total Stockholder Return(3) | Peer Group Total Stockholder Return(4) | GAAP Net Income (in millions)(5) | EAD ROE(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $21,069,074 | $39,594,117 | $2,026,730 | $2,275,989 | $138.1 | $83.6 | $835.0 | 17.0% | | 2023 | $20,160,023 | $27,656,434 | $2,073,066 | $2,585,143 | $124.3 | $84.8 | $532.7 | 17.4% | | 2022 | $9,403,691 | $9,126,235 | $1,033,973 | $1,033,973 | $85.4 | $73.6 | $864.8 | 11.2% |

  38. Pay Versus Performance Table

    (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. The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.

  39. Pay Versus Performance Table

    | | Summary Compensation Table Total | Minus Grant Date Fair Value of Equity Awards Granted During Applicable Year | Plus Year-End Fair Value of Equity Awards Granted During Applicable Year(a) | Plus Change in Fair Value (as of year end from prior year end) of Previously-Granted Equity Awards that Remain Unvested at Year End | Plus Change in Fair Value (as of vesting date from prior year end) of Previously-Granted Equity Awards for Which All Applicable Vesting Conditions Were Satisfied During the Covered Fiscal Year | Plus Any Dividends Paid Prior to the Vesting Date of the Underlying Award | Equals Compensation Actually Paid | | Michael Nierenberg | | | | | | | | | 2024 | $21,069,074 | $(11,999,996) | $29,917,117 | $247,043(b) | $71,863(c) | $289,017 | $39,594,117 | | 2023 | $20,160,023 | $(8,749,984) | $14,724,238 | $967,244 | $217,726 | $337,187 | $27,656,434 | | 2022 | $9,403,691 | $(4,999,994) | $4,722,538 | — | — | — | $9,126,235 | | Average of Non-PEO Named Executive Officers | | | | | | | | | 2024 | $2,026,730 | $(601,759) | $847,906 | $4,180(d) | $(1,068)(e) | — | $2,275,989 | | 2023 | $2,073,066 | $(749,995) | $1,262,072 | — | — | — | $2,585,143 | | 2022 | $1,033,973 | — | — | — | — | — | $1,033,973 |

  40. Pay Versus Performance Table

    (a) Represents the fair value as of December 31, 2024 of time-vesting and performance-vesting Class B Profits Units based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. (b) Represents the change in fair value as of year end from prior year end of (i) 192,678 unvested and outstanding shares of restricted stock, (ii) 363,566 unvested time-vesting restricted stock units and (iii) 1,090,706 unvested performance-vesting restricted stock units held by Mr. Nierenberg as of December 31, 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. (c) Represents the change in fair value of (i) 192,678 shares of restricted stock held by Mr. Nierenberg as of the vesting date of June 17, 2024 from prior year end and (ii) 169,964 time-vesting restricted stock units held by Mr. Nierenberg as of the vesting date of February 23, 2024 from prior year end. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of June 17, 2024 is based on $11.15 per share, which was the closing price of a share of our Common Stock on June 16, 2024, which was the last trading day prior to the vesting date. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date. (d) Represents the average change in fair value as of year end from prior year end of (i) unvested and outstanding time-vesting and performance-vesting restricted stock units held by the non-PEO named executive officers as of December 31, 2024 and (ii) unvested and outstanding LTIP profits units. The fair value of the restricted stock units as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value of the restricted stock units as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The amount shown with respect to the performance-vesting restricted stock units is based on the number of shares granted and the market value assuming the maximum level of performance. The fair value with respect to the LTIP profits units is based on $50.16 and $66.73 as of December 31, 2024 and 2023, respectively. (e) Represents the average change in fair value of time-vesting restricted stock units held by the non-PEO named executive officers, which vested in 2024. The fair value as of December 31, 2023 is based on $10.68 per share, which was the closing price of a share of our Common Stock on December 29, 2023, which was the last trading day of the year. The fair value as of the vesting date of February 23, 2024 is based on $10.57 per share, which was the closing price of a share of our Common Stock on February 22, 2024, which was the last trading day prior to the vesting date. (3) The Total Stockholder Return assumes $100 invested in our common stock for the period starting December 31, 2021 through December 31 of the applicable year. (4) The NAREIT Mortgage REIT index (which was also used in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total stockholder return. The Peer Group Total Stockholder Return assumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year. (5) As reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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.