David Zeiden
About David Zeiden
David Zeiden, age 52, has served as Chief Legal Officer of Rithm Capital Corp. since April 30, 2024; prior to joining Rithm, he was Executive Managing Director, Chief Compliance Officer and Chief Regulatory Counsel at Sculptor beginning April 2020, and previously General Counsel and Chief Operating Officer for Sculptor’s Asia business; before Sculptor, he spent nearly a decade in private practice at Paul, Weiss and Debevoise . In 2024, Rithm delivered EAD ROE of 17%, GAAP net income of $835 million, total economic return of 14%, and increased book value to $12.56 per share; EAD per diluted share was $2.10 and company TSR (Pay vs Performance) rose to $138 on a $100 base (peer TSR $83.6) . These company results were key reference points for executive incentives in 2024 and inform alignment assessment for Zeiden’s discretionary bonus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sculptor Capital Management | Executive Managing Director; Chief Compliance Officer; Chief Regulatory Counsel | Apr 2020–Apr 2024 | Oversaw global compliance, drove platform momentum including fundraising and product launches reflected in Rithm’s consolidated AUM and fundraising achievements post-acquisition . |
| Sculptor Capital Management (Asia) | General Counsel; Chief Operating Officer | Prior to 2020 | Led Asia legal and operations; background cited in appointment to RITM CLO and regulatory oversight functions . |
| Paul, Weiss; Debevoise & Plimpton | Corporate associate roles | Pre-2007 | Nearly a decade in complex corporate practice supporting regulatory and transactional expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No current external public company directorships or committee roles disclosed in RITM’s proxy . |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Base Salary | $500,000 |
| Short-Term Incentive (cash bonus) | $750,000 (discretionary) |
| Deferred Cash Interests (DCI) paid | $137,074 (vested and paid in 2024 under Sculptor DCI Plan) |
| Other Compensation (total) | $19,324 (includes $1,057 RPT common stock, $422.80 related expenses, $313.80 life insurance, $3,750.04 401(k) match, $13,780 tax preparation) |
Performance Compensation
Short-Term Incentive Framework (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary (no specific metrics for Zeiden; committee referenced company financial/strategic achievements) | N/A | N/A | N/A | $750,000 cash (discretionary) | Cash (2024 grant) |
Reference performance context used by the Compensation Committee: EAD per diluted share actual $2.10 (CEO plan metric), economic return 14%, EAD ROE 17%, GAAP net income $835M; these achievements were considered when determining discretionary awards for non-PEO NEOs including Zeiden .
Long-Term Equity Awards
| Award Type | Grant Date | Units/Value | Vesting Schedule | Performance Metric |
|---|---|---|---|---|
| Class B Profits Units (time-vesting, Share-Settled) | May 1, 2024 | 36,868 units; grant date fair value $409,972 | 50% on Jan 1, 2025; 50% on Jan 1, 2026 (continued employment) | None (time-based) |
| Class B Profits Units (time + performance, Share-Settled) | Feb 2025 | Target grant date fair value $500,000; 50% time-vesting; 50% performance-vesting | Time-vesting portion in three equal installments on Feb 24 of 2026, 2027, 2028 (continued employment) | Performance-vesting portion tied to EAD ROE over 2025–2027; 0–200% earnout (continued employment) |
Class B Profits Units are structured as profits interests; redeemable/exchangeable into RITM common stock on a one-for-one basis at RITM’s election, subject to vesting and book-up economics at RCM .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 9, 2025) | 19,285 shares beneficially owned; includes 19,285 shares issuable upon exchange of time-vesting Class B Profits Units exchangeable within 60 days |
| Unvested Time-Vesting Class B Profits Units | 38,570 units unvested; market value $417,713 (based on $10.83 closing price on Dec 31, 2024) |
| LTIP Profits Units (Sculptor) | 1,500 LTIP profits units; fair value $50.16 each; vest in three equal installments on 3rd, 4th, 5th anniversaries of Nov 2023 grant; performance IRR hurdle; cash settlement at monetization or Dec 31, 2028 end date |
| Hedging/Pledging | Company policy prohibits hedging, margin trading, and pledging of Company securities for directors, executive officers, and employees |
| Ownership Guidelines (Executives) | Director stock ownership guidelines disclosed; no executive stock ownership guideline disclosed for Zeiden in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter Date | April 26, 2024 |
| Role & Start Date | Chief Legal Officer effective April 30, 2024 |
| Base Salary | $500,000 annualized |
| Annual Bonus Eligibility | Discretionary short-term incentive eligibility; 2024 award $750,000 |
| One-time Equity Grant | Time-vesting Class B Profits Units valued at $409,969 (granted May 2024) |
| Non-Compete | Not disclosed for Zeiden in proxy (non-compete noted for Santoro; Zeiden has non-solicit) |
| Non-Solicit | 18 months post-termination for any reason |
| Severance | No cash severance under offer letter; potential equity treatment upon specific terminations described below |
| Clawback Policy | Rithm Clawback Policy covers executive officers: recovery of incentive-based compensation upon required accounting restatement; discretionary recoupment of time-based equity for gross misconduct |
| Insider Filings | Zeiden’s Form 3 was inadvertently untimely filed (Section 16(a)) |
Potential Termination/Change-of-Control Equity Treatment (Zeiden)
| Scenario | Equity Treatment |
|---|---|
| Death/Disability | Time-vesting Class B Profits Units fully vest; LTIP profits units pro rata remain outstanding (600 of 1,500 based on formula) |
| Termination Without Cause / Resignation for Good Reason (No CoC) | Eligible to earn pro rata time-vesting Class B Profits Units through two-year window; LTIP profits units forfeited if service condition unmet |
| Termination Within 24 Months Post-Change-of-Control | Time-vesting Class B Profits Units fully vest; LTIP profits units forfeited if service condition unmet |
Performance Compensation Details (Context)
| Company Metric (2024) | Target | Actual | Commentary |
|---|---|---|---|
| EAD per diluted share (CEO plan metric) | $1.74 | $2.10 | Used by Compensation Committee as key financial metric; CEO earned max payout on financial category; context for discretionary awards to non-PEO NEOs |
| Economic Return | — | 14% | Framed as “superior performance” relative to peers (avg 9%) in CD&A |
| EAD ROE | — | 17% | Pay vs performance table highlights EAD ROE linkage |
| GAAP Net Income | — | $835M | Company performance context for incentives |
| Book Value per Share | — | $12.56 (up ~6% YoY) | Performance highlight in CD&A |
| Company TSR (Pay vs Performance) | — | $138 on $100 base | Company TSR context 2024; peer TSR $83.6 |
Investment Implications
- Alignment: Zeiden’s 2024 pay is modest relative to CEO and structured with significant equity exposure (time-vesting Class B Profits Units), with 2025 awards introducing performance-vesting tied to EAD ROE (0–200%) over 2025–2027, reinforcing pay-for-performance alignment .
- Retention risk: Upcoming vest cliffs on Jan 1, 2026 for 2024 grants and Feb 24 of 2026–2028 for 2025 grants, plus LTIP profits units vesting on 3rd–5th anniversaries through 2028, provide retention hooks; absence of cash severance reduces near-term separation incentives but increases reliance on equity to retain .
- Trading signals: Anti-hedging/pledging ban reduces hedging-related pressure; vest events in early 2026–2028 could create supply upon exchange/settlement; beneficial ownership is de minimis (19,285 shares via exchangeable units), limiting direct selling pressure magnitude .
- Governance and risk: Untimely Form 3 is a minor process lapse; robust clawback policy (restatement recovery and discretionary equity recoupment for gross misconduct) and no disclosed related-party transactions involving Zeiden mitigate governance risk .
- Pay context vs performance: Discretionary bonus referenced strong 2024 performance (EAD per share $2.10, EAD ROE 17%, economic return 14%); shareholder support for say‑on‑pay (82% approval in 2024) suggests investor acceptance of compensation framework .
Key red flags to monitor: Form 4 activity around vest/exchange dates; any changes to non-solicit or introduction of severance; modifications to performance metrics or repricing of equity awards (Company states no options granted and does not intend to introduce them) **[1556593_0001104659-25-033195_tm252298-1_def14a.htm:40]** **[1556593_0001104659-25-033195_tm252298-1_def14a.htm:46]** **[1556593_0001104659-25-033195_tm252298-1_def14a.htm:51]**.