Dominique Mielle

About Dominique Mielle

Independent director since March 2021; age 56 (2025). Former Partner at Canyon Capital Advisors (1998–2017) specializing in fixed income, securitizations, and CLOs; prior roles at Libra Investments and Lehman Brothers M&A. Education: Stanford MBA (Finance); HEC Paris Master in Management; named “Top 50 Women in Hedge Funds” by EY (2017). Current service at RC includes Audit Committee Chair and Compensation Committee member.

Past Roles

External Roles

Board Governance

• Independence: RC’s board determined Mielle is independent under NYSE standards and company Independence Standards.
• Committee assignments (2025): Audit Committee Chair; Compensation Committee member. Audit Committee also includes Gilbert E. Nathan and J. Mitchell Reese; Compensation Committee chaired by Todd M. Sinai with Meredith Marshall and Mielle as members.
• Financial literacy/expert: Board designated all Audit members (including Mielle) as “financially literate” and “audit committee financial experts.”
• Engagement and attendance: 9 total board meetings and 8 independent director sessions in 2024; board attendance 90%. Executive sessions chaired by Lead Independent Director (currently J. Mitchell Reese).
• Governance practices: Prohibits hedging and pledging by directors; maintains clawback policy complying with NYSE Rule 10D-1; minimum stock ownership guideline for independent directors = 5× annual cash retainer; compliance reviewed as of Dec 31, 2024.

Fixed Compensation

• Policy: Independent directors receive annual cash director fee and annual equity grant; additional cash retainers for committee chairs/members; travel reimbursed.
• 2024 schedule: Cash $95,000; Equity restricted common stock $115,000; Audit Chair +$25,000; Audit member +$12,500; Compensation Chair +$20,000; Compensation member +$10,000; Nominating Chair +$15,000; Nominating member +$7,500.
• 2024 vesting: Director restricted stock vests in equal quarterly installments over one year; dividends paid on unvested shares at common rate.

Performance Compensation

• RC’s proxy does not disclose performance-based metrics for independent director equity. Annual director equity grants are time-based restricted stock; RSUs are available under plan but performance conditions are used for executives, not disclosed for directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and fixed income investor with restructuring and capital structure optimization experience; depth in securitizations and CLOs supports Audit chair role and risk oversight.
• Designated Audit Committee financial expert by RC board.

Equity Ownership

• Stock ownership guidelines: 5× annual cash retainer; unvested RS/RSUs excluded; 5-year compliance window; independent directors and covered executives were compliant or within window as of Dec 31, 2024.
• Hedging/pledging: Prohibited for directors and officers.

Governance Assessment

• Committee leadership signal: Elevation to Audit Committee Chair in 2025 increases oversight of accounting, controls, and risk; designation as financial expert strengthens investor confidence in financial governance.
• Engagement: Board held 9 meetings with 8 independent sessions in 2024; committee activity (Audit 4; Comp 3; Nominating 3) indicates active oversight.
• Pay-for-service alignment: Director compensation balanced between cash and time-vested equity; no options; vesting over one year supports alignment without short-term gaming; no hedging/pledging allowed; ownership guideline at 5× cash retainer reinforces skin-in-the-game.
• Conflicts and related-party exposure (company-level): RC is externally managed by Waterfall Asset Management; management fee = 1.5% of stockholders’ equity up to $500mm and 1.0% above; incentive distribution mechanics defined; termination fees could increase cost to terminate manager; side letter restricts manager from competing for LMM loan strategies without RC first offer/approval—mitigating asset allocation conflicts. Independent directors majority and Lead Independent Director structure provide oversight.
• Shareholder signals: Say-on-pay approvals continue—2024 meeting: For 74,979,133; Against 13,083,776; Abstain 1,178,260; broker non-votes 38,411,569; 2025 meeting: For 73,946,844; Against 9,902,349; Abstain 875,236; broker non-votes 39,571,247—supporting compensation framework stability.
• Annual meeting attendance: Six of seven directors attended last year’s annual meeting; policy encourages attendance.

Say-on-Pay & Shareholder Feedback (context)

• 2023 say-on-pay support ≈95% (votes cast). Compensation Committee retained independent consultant (Farient) and conducted peer benchmarking.
• 2024 say-on-pay support ≈84% (votes cast). Continued use of Farient; no conflicts identified.

Risk Indicators & Red Flags

• No director-specific related-party transactions or pledging/hedging identified for Mielle; independence affirmed.
• Company-level external management structure presents structural conflict risk; mitigations in place (independent majority, lead independent director, side letter, related-party policy). Monitor any changes to management fee structure, incentive distribution triggers, and termination provisions.

Compensation Committee Analysis (context)

• Members (2025): Sinai (Chair), Marshall, Mielle—independent per NYSE; Compensation Committee engaged Farient; evaluated officer/director pay; no consultant conflicts.
• Equity incentive plan (2023 Plan) features shareholder-friendly provisions (no evergreen; no option repricing without shareholder approval; director annual cap $500k).

Voting Outcomes (2024–2025)

Overall assessment: Mielle’s governance profile—independence, audit chairmanship, and financial expertise—supports board effectiveness and investor confidence. Compensation and ownership policies align director incentives, with robust restrictions (no hedging/pledging) and clear stock ownership standards. Main governance risk remains RC’s external management structure; oversight mechanisms and voting outcomes suggest ongoing shareholder acceptance but merit continuous monitoring.