RITHM CAPITAL CORP (RITM)
Sector: Financials
2026 Annual Meeting Analysis
RITHM CAPITAL CORP · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class I Directors
Saltzman has served since April 2013 and RITM's 3-year price return of 66.7% outpaces the mortgage REIT benchmark REM (iShares Mortgage Real Estate ETF) by +30.2 percentage points, well below the 65-point threshold required to trigger an against vote for a company with strong positive returns; no overboarding, attendance, or independence concerns identified.
Addas joined in November 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings relevant specialty finance and mortgage industry experience and no other disqualifying factors are present.
Both Class I nominees pass all policy screens. RITM's 3-year total return of 66.7% outperforms the mortgage REIT benchmark REM — iShares Mortgage Real Estate ETF — by +30.2 percentage points, far short of the 65-point threshold needed to trigger an against vote. Addas is exempt as a director who joined within the past 24 months. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for either nominee.
Say on Pay
✓ FORCEO
Michael Nierenberg
Total Comp
$20,450,903
Prior Support
80%%
The CEO's total reported compensation of $20.45 million is within a reasonable range for the chief executive of a $5.5 billion mortgage REIT with a diversified asset management platform, and the pay structure is heavily variable — roughly 95% of total pay comes from a performance-based cash bonus (earned at 186% of target based on measurable EAD-per-share and strategic goals) and equity awards, the majority of which are performance stock awards tied to a three-year return-on-equity metric, satisfying the 50-60% variable pay requirement. RITM's 3-year stock return of 66.7% substantially outpaces the mortgage REIT benchmark REM — iShares Mortgage Real Estate ETF — by +30.2 percentage points, confirming that above-benchmark incentive pay is justified by shareholder experience. Prior year say-on-pay support was 80%, above the 70% threshold, a meaningful clawback policy is in place, and equity dilution from named executive awards appears modest relative to the 558 million shares outstanding.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$9,154,384
Non-Audit Fees
$609,813
Non-audit fees (audit-related fees of $405,950 plus tax fees of $203,863, totaling approximately $609,813) represent about 6.7% of core audit fees of $9,154,384, well below the 50% threshold that would trigger a no vote; EY is a Big 4 firm appropriate for a $5.5 billion company; auditor tenure was not disclosed so the tenure trigger cannot fire; no material restatements were identified.
Overall Assessment
The 2026 Rithm Capital annual meeting presents four proposals; three standard items — director elections, auditor ratification, and say-on-pay — all pass applicable policy screens and receive FOR determinations, while the equity plan amendment (Proposal 4) falls outside the current policy scope and is flagged but not voted. RITM's strong 3-year total return of 66.7% versus the mortgage REIT benchmark REM — iShares Mortgage Real Estate ETF — at 36.5% underpins positive assessments across both the director TSR trigger and the pay-for-performance alignment check.