Independent
Tenure on this board
9.9 yrs
Also a director at
Oppenheimer Holdings Inc (OPY)Tiptree Inc (TIPT)
4 nominees · 4 ballot items.
Election of four directors; ratification of Ernst & Young LLP as independent auditors; advisory (non-binding) approval of executive compensation (‘say-on-pay’); approval of the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan reserving 400,000 shares for equity awards.
Election of four director nominees (Paul Friedman, Mary Haggerty, Daniel Hoffman, Michael Nierenberg) to serve until the 2027 annual meeting.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Approval of the 2026 Omnibus Incentive Plan to replace the 2016 Plan, reserving 400,000 shares for equity awards and authorizing various stock and cash incentives.
The 2026 Plan proposal requests stockholder approval for a new omnibus equity and cash incentive plan to replace an expiring 2016 Plan and reserve 400,000 shares for grants to employees, officers, non-employee directors, contractors and advisors. Management frames the plan as critical to recruiting, retaining and motivating personnel and aligning long-term interests of management and stockholders through equity-linked compensation (options, SARs, RSUs, LTIP Units, stock bonuses and cash awards). Key governance protections are emphasized: no evergreen automatic increases, clawback policy, prohibition on repricings or cash buyouts of underwater options without stockholder approval, limits on repricing, no excise tax gross-ups, limits on share recycling for options/SARs, prohibitions on single-trigger vesting upon change in control, no reloads and an annual director compensation cap (with narrow exception). The plan reserves 400,000 shares (about 4.96% overhang) and will allow the administrator broad discretion over grants, award terms, and vesting/performance criteria; as such, future dilution and grant practices will depend heavily on compensation committee decisions. The plan includes customary change-in-control and substitute award provisions, Section 409A compliance language, and an intent to register shares on Form S-8. The board unanimously recommends a FOR vote, citing alignment with shareholder interests and retention needs, while noting plan features intended to limit shareholder dilution and preserve governance controls.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Magnetar Financial LLC | 21.09% | 1,639,033 | $22M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 13.63% | 1,059,359 | $14M |
| 3 | Rithm Capital Corp. | 8.43% | 655,349 | $9M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.00% | 310,833 | $4M |
| 5 | FMR LLC | 2.74% | 212,659 | $3M |
| 6 | BlackRock, Inc. | 2.64% | 204,826 | $3M |
| 7 | RAYMOND JAMES FINANCIAL INC | 2.26% | 175,650 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.07% | 160,786 | $2M |
| 9 | Family Manage LLC | 2.03% | 157,804 | $2M |
| 10 | BlackRock, Inc. | 1.45% | 113,028 | $2M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.