DEF 14A of Rithm Property Trust Inc.
Filed Apr 21, 2026 · FY20250001104659-26-046036
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2026
| PROPOSAL 1 — ELECTION OF DIRECTORS | 5 | | COMPENSATION OF DIRECTORS | 8 | | CORPORATE GOVERNANCE AND BOARD MATTERS | 9 | | Corporate Governance Profile | 9 | | Board Committees | 9 | | Board and Committee Meetings | 11 | | Risk Management and Oversight Process | 11 | | Director Selection Process | 12 | | Code of Business Conduct and Ethics | 12 | | Insider Trading Policy | 13 | | Anti-Hedging and Pledging Policy | 13 | | Clawback Policy | 13 | | Availability of Corporate Governance Materials | 13 | | Independence of Directors | 13 | | Board Leadership Structure | 14 | | Communications with the Board | 14 | | REPORT OF THE AUDIT COMMITTEE | 15 | | PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 | | Fee Disclosure | 16 | | Pre-Approval Policies and Procedures | 17 | | PROPOSAL 3 — NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | 18 | | EXECUTIVE OFFICERS | 27 | | COMPENSATION OF EXECUTIVE OFFICERS | 28 | | Summary Compensation Table | 29 | | Pay Versus Performance | 30 | | Potential Payments Upon Termination Or Change In Control | 32 | | Equity Compensation Plan Information | 32 | | Timing Of Grants Of Certain Equity Awards | 33 | | PRINCIPAL STOCKHOLDERS | 34 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 36 | | Management Agreement | 36 | | Servicing Agreement | 37 | | OTHER MATTERS | 38 | | Other Matters to Come Before the Annual Meeting | 38 | | Advance Notice for 2027 Annual Meeting of Stockholders | 38 | | ADDITIONAL INFORMATION | 39 | | ANNEX A: RITHM PROPERTY TRUST INC. 2026 OMNIBUS INCENTIVE PLAN | A-1 |
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors The Board is currently comprised of four directors. The nominees, all of whom are currently serving as our directors, have been recommended by the Board for election to serve as directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. Based on its review of the relationships between the director nominees and us, the Board has affirmatively determined that the following directors are “independent” directors under the rules of the NYSE and under applicable rules of the SEC: Ms. Haggerty and Messrs. Friedman and Hoffman. The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for re-election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our Bylaws, decrease the size of the Board.
Nominees for Election as Directors
Nominees for Election as Directors The following table sets forth the name and age of each director nominee, indicating all positions and offices with RPT currently held by the nominee.
Nominees for Election as Directors
| Name | Age | Title | Director Since | Committee Assignment | | Paul Friedman | 70 | Director, Chairman of the Board | 2016 | Audit, Compensation | | Mary Haggerty | 66 | Director | 2021 | Audit, Nominating and Corporate Governance | | Daniel Hoffman | 66 | Director | 2024 | Audit, Compensation, Nominating and Corporate Governance | | Michael Nierenberg | 63 | Director, Chief Executive Officer | 2024 | N/A |
Nominees for Election as Directors
Set forth below are descriptions of the backgrounds and principal occupations of each of the nominees. Paul Friedman has been a member of the Board since July 2016 and has been the Chair of our Board and the Chair of our Compensation Committee since June 2024. Mr. Friedman has served on the board of directors of Oppenheimer Holdings Inc. since July 2015 and is currently the lead independent director, chair of its compliance committee and a member of its compensation committee. Mr. Friedman has also served on the board of directors of Tiptree Inc. since August 2016 and is currently chair of its audit committee. From November 2009 to March 2015, Mr. Friedman served as the Senior Managing Director and Chief Operating Officer of Guggenheim Securities LLC. From June 2008 to October 2009, Mr. Friedman served as the Managing Director of Mariner Investment Group. Mr. Friedman spent 27 years at Bear Stearns & Co. Inc. from 1981 to 2008, most recently holding the position of Chief Operating Officer of its Fixed Income Division. Mr. Friedman is a Certified Public Accountant and has an M.S. in Finance and Accounting from New York University, Stern School of Business, and a B.A. in Economics from Colgate University. Mr. Friedman brings an extensive amount of operational and risk management experience to the Board, as well as a deep knowledge of the financial services industry. Mary Haggerty has been a member of the Board since March 2021 and the Chair of the Audit Committee since June 2024. Ms. Haggerty has served on the board of directors of Claros Mortgage Trust, Inc. since November 2021 and is currently chair of its audit committee. Ms. Haggerty served for 28 years in various roles at Bear Stearns and, following its 2008 merger with JPMorgan, at JPMorgan. She retired in March 2020 from JPMorgan Chase as a Managing Director in Capital Markets. Most recently, Ms. Haggerty led the Portfolio Management Group in Capital Markets and spearheaded the restructuring of Chase Home Lending’s mortgage servicing portfolio. Prior to that, she led several businesses in the Securitized Products Group of JPMorgan Securities, including Plymouth Park Tax Services (a business that invested in delinquent real estate taxes), the Securitized Products Transaction Management Group and EMC Mortgage Corporation (a residential mortgage special servicer). At Bear Stearns, as Senior Managing Director and Co-Head of Mortgage Finance, she built and managed its residential mortgage origination, acquisition, warehouse lending and mortgage finance businesses. Ms. Haggerty served as a board member of J.P. Morgan Residential Mortgage Acceptance Corp. between July 2009 and March 2020, a board member of Reoco, Inc. between December 2008 and March 2020 and a board member of Bear Stearns Residential Mortgage Corporation between April 2011 and December 2018. Ms. Haggerty began her career as a Certified Public Accountant at Arthur Young & Company. Ms. Haggerty also serves as board member and Treasurer of Virtual Enterprises International, Inc., a national educational non-profit that develops entrepreneurial skills in middle and high school students utilizing a work-based learning environment and academic standards-based education. She has a B.S. degree in accounting from the State University of New York at Albany, is a board member of The University at Albany Foundation and serves as a member of the Dean’s Advisory Council for the School of Business. Ms. Haggerty’s background in investment banking paired with her experience in various director roles provide her with the expertise to serve as a director. Daniel Hoffman has served as a member of our Board and the Chair of the Nominating and Corporate Governance Committee since June 2024. He previously served as an independent director of our Board and as the head of our Board’s Audit Committee from its inception to June 2016. Additionally, since February 2026, he has served as the Chief Executive Officer of Collective Acquisitions Corp. II, a blank check company targeting the finance, strategic resources, defense technology and artificial intelligence sectors. He is the founder of and has acted as the Chief Executive Officer of The Monday Group, a multi-family office, since its founding in 2023. Mr. Hoffman was a Managing Director at Cerberus Capital Management, a residential real estate fund, from May 2016 to May 2023. He was a Managing Director and Co-Head of U.S. Securitized Products and Head of Sales at Royal Bank of Canada Capital Markets, from September 2015 to May 2016. Mr. Hoffman was a Managing Director at Amherst, Pierpont Securities, a broker-dealer specializing in mortgage and mortgage related securities, from May 2010 to August 2015. He was Head of Fixed Income Sales at Amherst until August 2013 when he accepted a position as an Adjunct Professor of Real Estate Finance at Baruch College, one of the schools of the City University of New York. Mr. Hoffman remained an adjunct professor until June 2015. From July 2008 until May 2010, he was a Managing Director at the Royal Bank of Scotland. Prior thereto, Mr. Hoffman was with Bear, Stearns & Co. Inc. as a Senior Managing Director in the Fixed Income Division. He was Head of Mortgage Sales, Interest Rate Sales and headed the Middle Markets sales team. Mr. Hoffman was at Bear, Stearns for 22 years, primarily focused on mortgages (all types), asset-backed securities, commercial mortgages, CDOs (collateralized debt obligations) and CLOs (collateralized loan obligations). Mr. Hoffman received his B.S. in Economics from the State University of New York at Binghamton and his M.B.A. in Finance from the University of Chicago Booth School of Business. Mr. Hoffman’s over 25 years of experience in the mortgage securities market and his broad-based investment banking experience qualify him to serve as a director.
Nominees for Election as Directors
Michael Nierenberg has served as the Chief Executive Officer and a member of our Board since June 2024. He is also the chief executive officer, president and member of the board of directors of Rithm Capital Corp. (together with its subsidiaries, “Rithm”), positions he has held since November 2013. He has served as chairman of the board of directors of Rithm since May 2016. Additionally, he has served as the Chief Executive Officer, Co-Chief Investment Officer and a member of the Board of Trustees of Rithm Perpetual Life Residential Trust, a non-traded REIT, since September 2025, and 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. From November 2013 until June 2022, Mr. Nierenberg served as a Managing Director at Fortress. 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, 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 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, skill, expertise and experience as described above qualify him as a director. The affirmative vote of a plurality of all the votes cast at the Annual Meeting is necessary for the election of a director. Therefore, assuming a quorum is present, the four individuals with the highest number of affirmative votes will be elected to the four directorships. A vote “withheld” from a director, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote. There is no cumulative voting with respect to the election of directors. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The independent directors receive an annual fee of $140,000 payable quarterly in shares of RPT’s Common Stock and/or in cash, at the election of each independent director. The number of shares is determined based on the average closing price per share for the first five days preceding the dividend record date for the quarter with respect to which such payment is made. The non-independent director is not entitled to any compensation for his service as a director. RPT reimburses all of its directors for their reasonable expenses incurred in connection with their attendance at board and committee meetings. The chair of each committee of the Board other than the Audit Committee receives an additional cash payment of $15,000 per year. Each of the chairpersons of the Audit Committee and the Chair of the Board receives an additional cash payment of $20,000 per year. The following table sets forth information regarding the compensation paid during 2025 to each of RPT’s independent directors:
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Paul Friedman | $153,125 | $21,875 | $175,000 | | Mary Haggerty | $160,000 | $— | $160,000 | | Daniel Hoffman | $155,000 | $— | $155,000 |
COMPENSATION OF DIRECTORS
(1) Includes payment of the portion of quarterly directors’ fees elected to be paid in shares of Common Stock. As of December 31, 2025, none of our non-employee directors held any option awards or unvested stock awards.
Proposal 4 — Approval of the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan
Proposal 4 — Approval of the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan
Rationale for Adoption of the 2026 Plan
Rationale for Adoption of the 2026 Plan The 2026 Plan is intended to facilitate our use of equity-based awards and incentives to provide competitive short-term and long-term compensation opportunities for the benefit of our and our Manager’s officers, employees, non-employee directors, independent contractors, advisors and consultants to stimulate their efforts towards the success of the Company and to operate and manage its business in a manner that will provide for the long-term growth and profitability of the Company; and be a means of obtaining, rewarding and retaining key personnel. To accomplish these purposes, the 2026 Plan will provide for the issuance of options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), stock bonuses, long-term incentive units representing an award of an interest in the operating partnership affiliated with the Company (“LTIP Units”), other stock-based awards and cash awards.
Historical Annual Share Usage
| Number of full-value unvested awards outstanding | — | | Number of stock options outstanding | — | | Weighted average exercise price of outstanding stock options | $— | | Weighted average remaining term of outstanding stock options (in years) | — | | Number of shares available for future issuance under the 2016 Plan(1) | 258,650 | | Number of shares available for future issuance under the Director Plan(2) | — | | Shares of Common Stock outstanding as of April 13, 2026 | 7,661,770 |
Historical Annual Share Usage
| | 2025 | 2024 | 2023 | Average | | A – Stock Options/SARs Granted During the Fiscal Year | — | — | — | — | | B – Full-Value Awards Granted During the Fiscal Year | — | 11,404 | 8,927 | 6,777 | | C – Basic Weighted Average Shares of Common Stock Outstanding | 7,570,205 | 6,699,247 | 4,047,833 | 6,105,762 | | Burn Rate (A + B) / C | —% | 0.17% | 0.22% | 0.13% |
Key Governance Features of the 2026 Plan
| • No “Evergreen” Provision: the 2026 Plan does not provide for automatic annual increases in the share reserve. | • Clawback Policy: we adopted a clawback policy that applies to all awards granted under the 2026 Plan. | | • No Repricings/Cash Buyouts: the 2026 Plan prohibits repricings of options/SARs or cash buyouts of underwater options/SARs without stockholder approval. | • No Excise Tax Gross-Ups: the Plan does not provide for any tax gross-ups. | | • No Liberal Share Recycling for Options/SARs: shares withheld to pay the exercise price or taxes for options/SARs are not added back to the share reserve under the 2026 Plan. | • No “Single Trigger” Vesting of Equity Awards: the Plan does not provide for automatic vesting of equity awards solely upon a change in control. | | • No Reloads: the 2026 Plan does not provide for any option reloads. | • Annual Director Compensation Limit: the 2026 Plan precludes awards to our non-employee directors that exceed a limit on annual compensation (cash and equity) paid to non-employee directors. | | • Limitation on Dividend Payments: except as otherwise may be provided in an award agreement, the 2026 Plan prohibits payment of dividends and dividend equivalents on unearned awards. | |
Summary of 2026 Plan Terms
Summary of 2026 Plan Terms Securities to be Offered. Subject to the below and to the adjustment in the event of certain changes in capitalization in accordance with the 2026 Plan, 400,000 shares of Common Stock will be reserved and available for issuance under the 2026 Plan for the duration of the ten (10) year term of the 2026 Plan. In addition, shares of Common Stock subject to an outstanding award under the 2016 Plan that remain unissued upon the forfeiture, cancellation, exchange, surrender, termination or expiration of the award will become available for issuance under the 2026 Plan. However, since there are currently no outstanding unvested awards under the 2016 Plan, this provision is not likely to add any shares of Common Stock to the 2026 Plan. Shares of Common Stock subject to an award under the 2026 Plan that remain unissued upon the forfeiture, cancellation, exchange, surrender, termination or expiration of the award will again become available for grant under the 2026 Plan. Shares of Common Stock that are exchanged by a participant or withheld by the Company as full or partial payment in connection with the exercise of any option or SAR under the 2026 Plan, as well as any shares of Common Stock exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to the exercise of any option or SAR, will not again be available for subsequent awards under the 2026 Plan. Shares of Common Stock exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to an award other than an option or SAR will again be available for subsequent awards under the 2026 Plan. To the extent an award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock previously subject to the award will again be available for grants pursuant to the 2026 Plan. To the extent that an award can only be settled in cash, or in the case of any substitute award (as described below), such award will not be counted against the total number of shares of Common Stock available for grants under the 2026 Plan. Plan Administration. The 2026 Plan shall be administered by the Board or any committee of the Board designated by the Board to administer the 2026 Plan, including a committee that complies with the applicable requirements of Section 16 of the Exchange Act and any other applicable legal or stock exchange listing requirements (the Board or committee referred to above being sometimes referred to as the plan administrator). The plan administrator has broad discretion to administer the 2026 Plan, including the power and authority to select the officers, employees, non-employee directors, independent contractors, advisors and consultants of the Company and the Manager who will receive awards, determine the type of award to be granted, the terms and conditions of those awards, including, but not limited to, the exercise price or other purchase price of an award, the number of shares of Common Stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, including, but not limited to, extending the exercise period or the vesting schedule of the awards, and to amend the terms and conditions of outstanding awards. The plan administrator may prescribe, amend and rescind rules and regulations relating to sub-plans or addendums established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws. The 2026 Plan expressly prohibits the repricing of options or SARs or the cash buyout of underwater options or SARs without stockholder approval. Eligibility. As of April 13, 2026, (i) approximately 32 officers and employees of us or our Manager were eligible to receive awards under the 2026 Plan; (ii) our three non-employee directors and our Manager’s six non-employee directors were eligible to receive awards under the 2026 Plan; and (iii) no independent contractors and consultants were eligible to receive awards under the 2026 Plan. Grants to Non-Employee Directors. The 2026 Plan provides that a non-employee director will not be granted awards during any calendar year that, when aggregated with such non-employee director’s cash fees with respect to such calendar year, exceed $800,000 in total value, provided that the plan administrator may make exceptions to increase such limit to $1,000,000 for an individual non-employee director in extraordinary circumstances, such as where a non-employee director serves as the non-executive chairman of the Board or lead independent director, or as a member of a special litigation or transactions committee of the Board. RSUs; Restricted Stock. RSUs and restricted stock may be granted under the 2026 Plan. The plan administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of RSUs and restricted stock (RSUs that are subject to the achievement of performance objectives are sometimes referred to as performance stock units or PSUs). If the restrictions, performance objectives or other conditions determined by the plan administrator are not satisfied, the RSUs and restricted stock will be forfeited. Subject to the provisions of the 2026 Plan and the applicable individual award agreement, the plan administrator may provide for the lapse of restrictions in installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances as set forth in the applicable individual award agreement, including the attainment of certain performance criteria, or a participant’s termination of employment or service or a participant’s death or disability. The rights of RSU holders and restricted stockholders upon a termination of employment or service will be set forth in individual award agreements. Unless the applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder during the restricted period, including the right to vote and receive dividends declared with respect to such restricted stock. Any dividends or dividend equivalents awards with respect to restricted stock or RSUs will be subject to the same restrictions, conditions and risks of forfeiture as the underlying restricted stock or RSU, unless the applicable award agreement provides otherwise. During the restricted period, participants with RSUs will generally not have any of the rights of a stockholder, but, if the applicable individual award agreement so provides, participants with RSUs may be credited with dividend equivalent rights.
Summary of 2026 Plan Terms
Options. Stock options may be granted under the 2026 Plan. Options granted under the 2026 Plan may be in the form of “incentive stock options” within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”) or options that are not intended to qualify as incentive stock options, referred to as nonqualified options, as set forth in the applicable individual option award agreement. All of the shares of Common Stock reserved for issuance under the 2026 Plan may be granted as incentive stock options. The exercise price of all options granted under the 2026 Plan will be determined by the plan administrator, but, except as provided in the applicable award agreement or with respect to any substitute award, in no event may the exercise price be less than 100% of the fair market value of the related shares of Common Stock on the date of grant. In the case of an incentive stock option granted to an individual who owns shares representing more than 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a share of Common Stock on the date of grant and the option must not be exercisable more than five years from the date of grant. The maximum term of all stock options granted under the 2026 Plan will be determined by the plan administrator but may not exceed ten years. Each stock option will vest and become exercisable (including in the event of the optionee’s termination of employment or service) at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual option agreement. Unless the applicable award agreement provides otherwise, participants with options will generally not have any rights of a stockholder with respect to shares subject to the option until the shares have been issued to the participant upon exercise of the option. SARs. SARs may be granted under the 2026 Plan either alone or in conjunction with all or part of any option granted under the 2026 Plan. A free-standing SAR granted under the 2026 Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of Common Stock over the base price of the free-standing SAR. An SAR granted in conjunction with all or part of an option under the 2026 Plan entitles its holder to receive, at the time of exercise of the SAR and surrender of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of Common Stock over the exercise price of the related option. The plan administrator may determine to settle the exercise of an SAR in cash, shares of Common Stock or any combination of shares of Common Stock and cash. Unless the applicable award agreement provides otherwise or with respect to any substitute awards, each SAR will be granted with a base price that is not less than 100% of the fair market value of the related shares of Common Stock on the date of grant. The maximum term of all SARs granted under the 2026 Plan will be determined by the plan administrator but may not exceed ten years. Unless the applicable award agreement provides otherwise, participants with SARs will generally not have any rights of a stockholder with respect to shares of Common Stock subject to the SAR until such shares have been issued to the participant upon exercise of the SAR. Each free-standing SAR will vest and become exercisable (including in the event of the SAR holder’s termination of employment or service) at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual free-standing SAR agreement. SARs granted in conjunction with all or part of an option will be exercisable at such times and subject to all of the terms and conditions applicable to the related option. Other Stock-Based Awards. Other stock-based awards may be granted under the 2026 Plan, valued in whole or in part by reference to, or otherwise based on, shares of Common Stock. The plan administrator will determine the terms and conditions of such other stock-based awards, including the number of shares of Common Stock to be granted pursuant to such other stock-based awards, the manner in which such other stock-based awards will be settled (e.g., in shares of Common Stock, cash or other property), and the conditions to the vesting and payment of such other stock-based awards (including the achievement of performance objectives). Any dividend or dividend equivalent rights awarded with respect to other stock-based awards be subject to the same restrictions, conditions and risks of forfeiture as the underlying other stock-based award. Stock Bonuses; Cash Awards. Bonuses payable in fully vested shares of Common Stock and awards that are payable solely in cash may also be granted under the 2026 Plan. LTIP Units. LTIP Units are intended to be profits interests in the operating partnership affiliated with the Company (any such operating partnership, an “Operating Partnership”). Each LTIP Unit awarded under the Plan will be equivalent to an award of one share under the Plan, reducing the number of shares available for other equity awards on a one-for-one basis. Any LTIP Units granted under the 2026 Plan shall vest at such times and under such conditions as determined by the plan administrator and stated in the applicable award agreements. Substitute Awards. Substitute awards may be granted under the 2026 Plan. Substitute awards are awards granted or shares of Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or with which the Company or any subsidiary or affiliate thereof combines. Substitute awards will not be counted against the total number of shares of Common Stock available for grants under the 2026 Plan
Summary of 2026 Plan Terms
Equitable Adjustment; Treatment upon Change in Control. In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, corporate transaction or event, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares of Common Stock, cash or other property), stock split, reverse stock split, subdivision or consolidation, combination, exchange of shares or other change in corporate structure affecting the shares of Common Stock, an equitable substitution or proportionate adjustment will be made, in the manner determined by the plan administrator, in (i) the aggregate number of shares of Common Stock reserved for issuance under the 2026 Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the 2026 Plan, (iii) the kind, number and purchase price of shares of Common Stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, RSUs, stock bonuses and other stock-based awards granted under the 2026 Plan or (iv) the performance criteria and periods applicable to awards granted under the 2026 Plan. Equitable substitutions or adjustments other than those listed above may also be made as determined by the plan administrator. In addition, the plan administrator may terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares of Common Stock, cash or other property covered by such awards over the aggregate exercise price or base price, if any, of such awards, but if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of Common Stock, cash or other property covered by such award, the plan administrator may cancel the award without the payment of any consideration to the participant. Unless the applicable award agreement provides otherwise, in the event that (i) a “change in control” (as defined in the 2026 Plan) occurs and (ii) either (x) an outstanding award is assumed or substituted in connection with such change in control and a participant’s employment or service is terminated by the Company without cause or by the participant for good reason within 12 months following the change in control or (y) an outstanding award is not assumed or substituted in connection with such change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise will become fully vested and exercisable and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an award granted under the 2026 Plan will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be achieved at actual performance levels. Clawback. All awards granted under the 2026 Plan are subject to any clawback policy as may be in effect from time to time and whenever adopted. Currently our clawback policy covering our executive officers provides that in the event of a required accounting restatement, the Compensation Committee will require forfeiture of any portions of unsettled and will seek reimbursement of any portions of settled, incentive-based compensation that would not have been paid had our financial statements been correctly stated. Tax Withholding. Each participant will be required to pay to the Company, or make arrangements satisfactory to the plan administrator regarding payment of, an amount in respect of taxes applicable to any award granted under the 2026 Plan, up to the maximum statutory rates in the participant’s applicable jurisdictions with respect to such award, as determined by the Company. The Company has the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to the participant. With the approval of the plan administrator, the participant may satisfy the foregoing requirement by either electing to have the Company withhold from such delivery shares of Common Stock, cash or other property, as applicable, or by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy the Company’s withholding obligation with respect to any award. Plan Amendment and Termination. The 2026 Plan provides the plan administrator with authority to amend, alter or terminate the 2026 Plan and to amend an award, prospectively or retroactively, but no such action may materially impair the rights of any participant without the participant’s consent; provided that the plan administrator may amend the 2026 Plan and/or the terms of any such award to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the award to any appliable law, government regulation or stock exchange listing requirement relating to such award or to preserve the intended tax treatment of an award. Stockholder approval of any such action will be obtained if required to comply with applicable law or stock exchange listing rule. Plan Term. The 2026 Plan will become effective on June 6, 2026, if approved by the Company’s stockholders, and will terminate on June 6, 2036, although awards granted before that time will remain outstanding in accordance with their terms. New Plan Benefits. Future grants under the 2026 Plan will be made at the discretion of, and subject to the consideration, review and approval of, the plan administrator and, accordingly, are not yet determinable. In addition, awards under the 2026 Plan will depend on a number of factors, including the fair market value of Common Stock on future dates. Consequently, it is not possible at this time to determine the benefits that might be received by participants under the 2026 Plan. Securities and Other Applicable Laws. No participant will be permitted to acquire or will have any right to acquire shares of Common Stock if such acquisition would be prohibited by any share ownership limits contained in the Articles of Amendment and Restatement (our “Charter”) or the Bylaws of the Company or would impair the Company’s status as a REIT. SEC Registration. The Company intends to file with the SEC a registration statement on Form S-8 covering some or all of the shares of Common Stock issuable pursuant to the 2026 Plan.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael Nierenberg(1) | 2025 | — | — | — | — | — | — | — | — | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Nicola Santoro Jr.(1) | 2025 | — | — | — | — | — | — | — | — | | Mary Doyle(2) | 2025 | — | — | — | — | — | — | 254,168(3) | 254,168 | | | 2024 | 481,696 | 164,358 | — | — | — | — | — | 646,054 | | | 2023 | 419,792 | 234,576 | — | — | — | — | — | 654,368 |
Summary Compensation Table
(1) Messrs. Nierenberg and Santoro are employees of Rithm and did not receive any compensation from RPT in 2025. The Manager is not able to segregate and identify any portion of the compensation that each of Messrs. Nierenberg and Santoro received from Rithm as relating solely to services performed for RPT. Additionally, Mr. Nierenberg was not an executive officer in 2023, and Mr. Santoro was not an executive officer in 2023 or 2024. (2) All compensation for Ms. Doyle was paid by the Manager in the periods presented. Ms. Doyle resigned from her position as Chief Financial Officer of the Company in June 2024 but continued to serve in a consulting capacity as the Company’s principal financial officer and principal accounting officer through April 28, 2025. (3) Consists of consulting fees paid to Ms. Doyle for 2025 pursuant to the Consulting Agreement (as defined below), which terminated on April 28, 2025.
Pay Versus Performance
Pay Versus Performance The stock compensation paid to RPT’s principal executive officer (“PEO”) and other named executive officers was calculated based on shares granted each year using the grant date stock price and adjusted for any previously issued shares that were unvested and fully vested each year and considered any dividends that have been paid. The following table summarizes the compensation paid to RPT’s PEO and other named executive officers and the company performance measures.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Summary Compensation Table Total for PEO(2) ($) | Compensation Actually Paid to PEO(1)(4) ($) | Compensation Actually Paid to PEO(2)(5) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(6) ($) | Value of Initial Fixed $100 Investment based on: | GAAP Net (Loss) Income ($ thousands) | | | | | | | | | Total Stockholder Return ($)(7) | | | 2025 | n/a | — | n/a | — | 127,084 | 127,084 | 31.80 | (2,740) | | 2024 | — | — | (29,296) | — | 358,136 | 346,550 | 50.50 | (92,175) | | 2023 | — | n/a | (25,460) | n/a | 327,184 | 316,505 | 83.20 | (49,261) |
Pay Versus Performance
(1) Lawrence Mendelsohn, RPT’s former CEO, was RPT’s PEO until June 11, 2024. (2) Michael Nierenberg, RPT’s current CEO, was appointed to such position on June 11, 2024 and was the PEO beginning on such date. (3) For 2025, includes compensation for Mr. Santoro and Ms. Doyle. As discussed above, Mr. Santoro did not receive any compensation from RPT in 2025, and the Manager is unable to segregate and identify any portion of the compensation that Mr. Santoro received from Rithm as relating solely to services performed for RPT. For 2023-2024, includes compensation for Ms. Doyle and Mr. Russell Schaub, our former President. (4) In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts previously reported for Mr. Mendelsohn in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mendelsohn during the applicable year.
Pay Versus Performance
| Description(a) | 2023 ($) | 2024 ($) | | Reported Summary Compensation Table | — | — | | Equity Award Adjustments(b) | (25,460) | (29,296) | | Compensation Actually Paid | (25,460) | (29,296) |
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures The descriptions below describe the relationship of “compensation actually paid” to RPT’s PEO and named executive officers to the total stockholder return and net income across the years ended December 31, 2025, 2024 and 2023. For the year ended December 31, 2025, Mr. Nierenberg, who served as the PEO of RPT during the year, and Mr. Santoro each did not receive any compensation from RPT. Total Stockholder Return Compensation actually paid to RPT’s PEO for the years ended December 31, 2025, 2024 and 2023 was $0, $(30) thousand and $(25) thousand, respectively. Compensation actually paid to named executive officers excluding the PEO for the years ended December 31, 2025, 2024 and 2023 was approximately $127 thousand, $347 thousand and $317 thousand, respectively. The calculation to determine compensation actually paid to RPT’s PEO and named executive officers is detailed above and is calculated in accordance with item 402(v)(2)(iii) of Regulation S-K. RPT’s cumulative total stockholder return (“TSR”), which is calculated off an initial fixed $100 investment for the last three completed fiscal years was $31.80, $50.50 and $83.20, respectively. There was no compensation paid to RPT’s current PEO for the years ended December 31, 2025 and 2024. Compensation actually paid to RPT’s former PEO decreased for the year ended December 31, 2024 versus 2023, and RPT’s TSR decreased for the year ended December 31, 2025 versus December 31, 2024 and December 31, 2024 versus December 31, 2023. Compensation actually paid to RPT’s named executive officers excluding the PEO and RPT’s TSR decreased for the year ended December 31, 2025 versus December 31, 2024, and compensation actually paid to RPTs executive officers excluding the PEO increased, while RPT’s TSR decreased, for the year ended December 31, 2024 versus 2023. Net (Loss) Income RPT had consolidated net losses attributable to common stockholders for the years ended December 31, 2025, 2024 and 2023 of $(2.7) million, $(92.2) million and $(49.3) million, respectively. There was no compensation paid to RPT’s current PEO for the years ended December 31, 2025 and 2024. RPT’s consolidated net (loss) income increased for the year ended December 31, 2025 as compared to December 31, 2024, and compensation actually paid to RPT’s former PEO and RPT’s consolidated net (loss) income each decreased for the year ended December 31, 2024 versus 2023. On the other hand, compensation actually paid to RPT’s named executive officers excluding the PEO decreased while RPT’s consolidated net (loss) income increased for the year ended December 31, 2025 versus 2024. For the year ended December 31, 2024 versus 2023, compensation actually paid to RPT’s named executive officers excluding the PEO increased, while the Company’s consolidated net (loss) income decreased.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control RPT’s named executive officers are employees of or consultants to the Manager or its affiliates and therefore RPT generally has no obligation to pay them any form of compensation upon their termination of employment. Ms. Doyle did not receive any form of compensation in connection with her resignation from the Company or the termination of the Consulting Agreement.
Section 4. Shares Reserved for Issuance; Certain Limitations; Director Compensation Limitation
Section 4. Shares Reserved for Issuance; Certain Limitations; Director Compensation Limitation a. Subject to Section 4(b) hereof, the maximum number of shares of Common Stock reserved for issuance under the Plan shall be 400,000 Shares. Shares subject to an outstanding award under the 2016 Plan as of the Effective Date that are subsequently forfeited, cancelled, exchanged or surrendered, or if an outstanding award under the 2016 Plan as of the Effective Date otherwise terminates or expires without a distribution of Shares, the Shares with respect to such award under the 2016 Plan shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, become available for issuance under the Plan. For purposes of this Section 4(b), the number of Shares subject to an outstanding performance-based award under the 2016 Plan shall be calculated assuming that such award would have been achieved at maximum performance levels. Shares subject to an outstanding award under the 2016 Plan as of the Effective Date that are exchanged by a participant or withheld by the Company as full or partial payment in connection with the exercise of an option or stock appreciation right, as well as any Shares exchanged by a participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to the exercise of any option or stock appreciation right under the 2016 Plan, shall not become available for issuance under the Plan pursuant to this Section 4(b), provided that Shares subject to an outstanding award under the 2016 Plan as of the Effective Date that are exchanged by a participant or withheld by the Company as full or partial payment in connection with the payment of any purchase price with respect to any award other than an option or stock appreciation right under the 2016 Plan, as well as any Shares exchanged by a participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any award other than an option or stock appreciation right under the 2016 Plan, shall become available for issuance under the Plan pursuant to this Section 4(b). Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to the exercise of any Option or Stock Appreciation Right under the Plan, shall not be available for subsequent Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the payment of any purchase price with respect to any Award other than an Option or Stock Appreciation Right under the Plan, as well as Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to an Award other than an Option or Stock Appreciation Right shall again be available for Awards under the Plan. In addition, (i) to the extent an Award is denominated in Shares, but paid or settled in cash, the number of Shares with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) Shares underlying Awards that can only be settled in cash, and any Substitute Awards, shall not be counted against the aggregate number of Shares available for Awards under the Plan. d. No Participant who is a non-employee director of the Company or any Subsidiary of the Company shall be granted Awards during any calendar year that, when aggregated with such non-employee director’s cash fees with respect to such calendar year, exceed $800,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for the Company’s financial reporting purposes). The Administrator may make exceptions to increase such limit to $1,000,000 for an individual non-employee director in extraordinary circumstances, such as where a non-employee director serves as the non-executive chairman of the Board or lead independent director, or as a member of a special litigation or transactions committee of the Board, as the Administrator may determine in its sole discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation involving such non-employee director.