Michael Nierenberg
About Michael Nierenberg
Michael Nierenberg, age 62, is Chairman of the Board (since May 2016) and Chief Executive Officer and President (since November 13, 2013) of Rithm Capital Corp. He previously led Global Mortgages and Securitized Products at Bank of America Merrill Lynch, headed Global Securitized Products at JP Morgan, held senior leadership roles at Bear Stearns for 14 years (including board service from 2006–2008), and spent seven years at Lehman Brothers building the adjustable-rate mortgage business . Under his leadership, 2024 GAAP net income was $835 million, EAD per diluted share was $2.10, GAAP ROE was 14%, EAD ROE was 17%, and total economic return was 14% versus ~9% for peers; TSR of a $100 initial investment rose to $138.1 in 2024 from $124.3 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Managing Director; Head of Global Mortgages & Securitized Products | Joined Nov 2008 | Led global mortgages and securitized products platform . |
| JP Morgan | Head of Global Securitized Products; Investment bank management committee | Prior to Nov 2008 | Directed global securitized products; senior investment bank leadership . |
| Bear Stearns | Senior leadership incl. Co-Head of Structured Products; Co-Head of MBS Trading; Head of IR & FX Trading; Board member | 14 years; Board 2006–2008 | Built and managed major trading and structured products franchises; board governance experience . |
| Lehman Brothers | Mortgage business leadership | 7 years prior to Bear Stearns | Instrumental in building adjustable-rate mortgage business . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Rithm Acquisition Corp. | Chairman of the Board & Director (since Jan 2025); Chief Executive Officer (since Nov 2024) | 2024–present . |
| Rithm Property Trust Inc. | Chief Executive Officer & Director | Since June 2024 . |
| Fortress Capital Acquisition Corp. | Chief Executive Officer & Chairman; member of Audit & Compensation Committees | CEO/Chair Dec 2020–Jun 2022; Committees Jan 2021–Jun 2022 . |
| Bear Stearns & Co. Inc. | Director | 2006–2008 . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 653,587 | 1,250,000 | 1,067,235 (salary reduced to $1,000,000 effective Apr 1, 2024) |
| Non-Equity Incentive Plan ($) | — | 10,000,000 | 8,000,000 |
| Stock Awards ($) | 4,999,994 | 8,749,984 | 11,999,996 |
| All Other Compensation ($) | 110 | 160,039 | 1,843 |
| Total Compensation ($) | 9,403,691 | 20,160,023 | 21,069,074 |
Performance Compensation
Short-Term Incentive (FY 2024)
| Category | Weighting | Metric/Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Financial | 60% | EAD per diluted share: Threshold $1.39; Target $1.74; Max $2.00 | $2.10 | 200% of target (category payout 120% of target overall) | Based on internal plan EAD target; payout scaled by achievement . |
| Strategic | 30% | M&A, integration, AUM growth, financings, portfolio diversification | Achieved multiple objectives | 200% of target (category payout 60% of target overall) | Included SLS acquisition/integration, $2B deployment, $775M unsecured notes, $461M MSR financing, Sculptor momentum/AUM $34B . |
| Individual | 10% | CEO leadership and execution | Strong individual contribution | 200% of target (category payout 20% of target overall) | Strategy, risk oversight, brand building, team expansion . |
| Total Award | — | Target $4,000,000 | — | $8,000,000 | Sum of category payouts; 200% of target . |
Long-Term Incentive Structure
| Grant Year | Target Value ($) | Mix | Performance Metric | Vesting |
|---|---|---|---|---|
| 2024 | 12,000,000 | 75% performance-vesting; 25% time-vesting (Class B Profits Units, share-settled) | EAD ROE, 3-year period (Jan 1, 2024–Dec 31, 2026); 0–300% earnout | Time-based vests in three equal installments on Mar 15 of 2025–2027; performance vests at end of performance period subject to continued employment . |
| 2025 | 12,000,000 | 75% performance-vesting; 25% time-vesting (Class B Profits Units, share-settled) | EAD ROE, 3-year period (Jan 1, 2025–Dec 31, 2027); 0–300% earnout | Time-based vests in three equal installments on Feb 24 of 2026–2028; performance vests at period end . |
Equity Ownership & Alignment
- Beneficial ownership: 1,653,514 common shares; includes 100,612 shares issuable upon exchange of time-vesting Class B Profits Units exchangeable within 60 days .
- Anti-hedging & anti-pledging: Directors, officers, and employees are prohibited from hedging, margin trading, or pledging Company securities .
- Director stock ownership guideline: Non-employee directors must hold stock valued at 4× cash portion of annual fee; retain 50% of net-after-tax shares until compliant; affiliated directors are not separately compensated .
Outstanding Equity Awards at FY 2024 Year-End (Nierenberg)
| Category | Count | Value ($) |
|---|---|---|
| Unvested time-based awards (restricted stock, RSUs, Class B Profits Units) | 851,696 units/shares | 9,223,868 |
| Unearned performance-based awards (RSUs & Class B Profits Units at max) | 3,749,783 units | 40,610,150 |
| Reference price used | — | $10.83 per share (Dec 31, 2024 close) |
Key vesting dates creating potential supply windows: Restricted stock vests Jun 17, 2025; time-based RSUs/Profits Units vest in equal tranches on Mar 15 of 2025–2027; performance awards measured through Dec 31, 2025 and Dec 31, 2026, with vesting based on actual EAD ROE achievement .
Employment Terms
| Term | Provision |
|---|---|
| Contract & pay design | Employment agreement amended Mar 14, 2024: base salary reduced to $1,000,000; target STI $4,000,000 (0–200%); annual LTI target $12,000,000 (75% performance; 25% time) . |
| Severance (no CIC) | Cash severance equal to 2× base salary + 2× target bonus ($18,000,000 as of 12/31/24), prorated target bonus, 18 months health insurance ($52,742), accelerated vesting of time-based awards scheduled within 2 years, and pro-rata performance awards based on actual results . |
| Severance (CIC double trigger) | Time-based awards fully vest; performance awards vest based on actual performance through period end; same cash severance multiple . |
| Restrictive covenants | 24-month non-compete and non-solicit; confidentiality covenants . |
| Clawback | Policy recovers incentive compensation upon required accounting restatement; discretionary recoupment of time-based equity for gross misconduct . |
| Options | Company does not currently grant stock options; no option timing policy necessary . |
| Perquisites | Company reports no executive perquisites for 2024 (minor life insurance premiums, 401(k) match in “all other compensation”) . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| GAAP Net Income ($ millions) | 864.8 | 532.7 | 835.0 |
| EAD ROE (%) | 11.2% | 17.4% | 17.0% |
| Company TSR (Value of $100 initial investment) | $85.4 | $124.3 | $138.1 |
| EAD per diluted share ($) | — | $2.06 (based on 483.7m diluted shares) | $2.10 (based on 499.6m diluted shares) |
| Total economic return (%) | — | — | 14% vs peers’ average 9% |
Strategic execution in 2024 included SLS acquisition/integration, $2B deployed, $775M senior notes issuance, $461M non-recourse MSR financing, Sculptor AUM $34B with $5B gross inflows, Genesis funded volume $1.2B (+101% YoY), and becoming external manager of Rithm Property Trust Inc. .
Board Governance
- Role/structure: CEO also serves as Chairman; Board believes combined role provides clear accountability; leadership structure is periodically reviewed; no Lead Independent Director, but an independent director presides over executive sessions .
- Board & committees: 7 directors; majority independent; Audit, Compensation, Nominating & Corporate Governance, and Regulatory Committees are entirely independent; 2024 meetings: Board 10; Audit 7; Compensation 6; Nominating 2; Regulatory 4; all directors attended ≥75% of meetings .
- Committee chairs: Audit (Peggy Hwan Hebard, also “financial expert”), Compensation (David Saltzman), Nominating (Kevin J. Finnerty), Regulatory (Ranjit M. Kripalani) .
- Independence: Board determined six directors are independent under NYSE Rule 303A; affiliated directors not separately compensated .
Director Compensation
| Component | Amount/Structure |
|---|---|
| Independent director annual fee | $275,000 total: $150,000 in stock post-annual meeting plus $125,000 cash in December (stock election available) . |
| Chair fees | Audit/Comp: $20,000; Nominating/Regulatory: $10,000, paid half in stock and half in cash (stock election available) . |
| Affiliated directors | Not separately compensated . |
| Stock ownership guideline | 4× cash portion of annual fee; 50% retention of net shares until compliant . |
Related Party Transactions
- Employment of immediate family member: Jonathan Nierenberg (adult child) employed as an investment vice president; 2024 compensation included $200,000 base salary, $350,000 annual cash bonus, and $150,000 equity award; Company states compensation is comparable to peers at similar level and followed standard practices .
Compensation Committee & Benchmarking
- Committee composition: Independent directors only; current members include Ms. Hebard and Messrs. Addas, Finnerty, and Saltzman (Chair) .
- Independent advisor: FW Cook retained as independent compensation consultant; Committee assessed independence and found no conflicts; FW Cook does no work for management outside the Committee’s purview .
- Say-on-Pay: 2024 approval of named executive officer compensation received ~82% support; Committee viewed this as endorsement; continued shareholder engagement .
Equity Ownership & Alignment Details
| Detail | Value |
|---|---|
| CEO beneficial ownership (common shares) | 1,653,514 . |
| Exchangeable Class B Profits Units (within 60 days) | 100,612 shares for CEO . |
| Anti-hedging/pledging | Prohibited (including margin trading) for directors, officers, employees . |
Employment Terms Summary
| Term | Value |
|---|---|
| Base salary | $1,000,000 effective Apr 1, 2024 . |
| Target STI | $4,000,000; 0–200% payout . |
| Target LTI | $12,000,000; 75% performance-based, 25% time-based . |
| Severance (no CIC) | $18,000,000 cash; prorated bonus; 18 months health premium $52,742; accelerated/pro-rata vesting mechanics . |
| Severance (CIC double trigger) | Time-based fully vest; performance-based vests on actuals; same cash multiple . |
| Non-compete / Non-solicit | 24 months . |
| Clawback policy | Restatement recovery; discretionary recoupment for misconduct . |
Investment Implications
- Pay-for-performance alignment: Heavy weighting toward long-term, performance-based equity tied to EAD ROE (75% of LTI) and capped at 300% for the CEO aligns compensation with multi-year returns; 2024 STI paid at maximum based on above-target EAD and strong strategic execution, indicating confidence but raising scrutiny on payout calibration in strong years .
- Vesting and potential selling pressure: Material time-based tranches vest in 2025–2027 and performance awards mature over 2025–2026/2027; while hedging/pledging is prohibited, vesting schedules may create periodic supply overhang, subject to blackout and personal portfolio decisions .
- Governance trade-offs: Combined CEO/Chair role and absence of a formal Lead Independent Director concentrate authority; committees are fully independent and hold executive sessions, partially mitigating independence concerns but still a point for governance risk discount .
- Retention and change-in-control economics: Double-trigger vesting and 2× cash multiple ($18M) provide strong retention protections; non-compete/non-solicit at 24 months adds deterrents to exit, reducing immediate retention risk .
- Track record momentum: 2024 performance improved TSR and maintained high EAD ROE/ROE alongside accretive strategic transactions (SLS integration, Sculptor AUM lift, innovative MSR financing), supporting credibility of incentive design and execution capability .