Nicola Santoro, Jr.
About Nicola Santoro, Jr.
Nicola Santoro, Jr. (age 56) is Rithm Capital’s Chief Financial Officer, Chief Accounting Officer and Treasurer; he joined the Company in 2015 after senior finance roles at FXCM and Financial Guaranty Insurance Company and is a certified public accountant . Company performance in 2024 under the executive team included GAAP net income per diluted share of $1.67, EAD per diluted share of $2.10, EAD ROE of 17%, total economic return of 14%, and year-end book value of $12.56 per share . The Board’s anti-hedging and pledging policy applies to all directors and executive officers, reinforcing alignment with shareholders . The Company’s say‑on‑pay in 2024 received ~82% support, and the Compensation Committee uses FW Cook as its independent consultant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FXCM, Inc. | Chief Accounting Officer | 2012–Sep 2015 | Directed financial reporting, accounting, tax, and financial planning activities . |
| Financial Guaranty Insurance Company | Principal Financial Officer | 2008–2012 | Led finance during a stressed guaranty insurer cycle; tenure at FGIC from 2005, elevated to PFO in 2008 . |
Fixed Compensation
| Year | Base Salary ($) | Actual Short-Term Incentive/Bonus ($) |
|---|---|---|
| 2022 (Stub post-internalization) | 118,318 | 1,100,000 |
| 2023 | 300,000 | 1,100,000 |
| 2024 | 400,000 (increased effective Jan 1, 2024) | 1,050,000 (discretionary) |
Performance Compensation
| Element | Metric | Weighting | Targets | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| 2024 LTI grant (for 2023 performance) – Performance Units | EAD ROE (3-year performance) | 50% of LTI mix | Units: Threshold 12,850; Target 51,401; Max 102,802 | Not disclosed (performance period 1/1/2024–12/31/2026) | Earnable 0–200% of target units based on annual EAD ROE targets | Cliff at end of performance period; employment through 12/31/2026 required . |
| 2024 LTI grant – Time-Vesting Units | N/A | 50% of LTI mix | Grant size embedded in total LTI; see counts below – | N/A | Time-based only | Vests in three equal tranches on Feb 23, 2025/2026/2027 . |
| 2025 LTI grant (for 2024 performance) – Performance Units | EAD ROE (3-year performance) | 50% of LTI mix | Target grant-date fair value $1,100,000 | Not disclosed (performance period 1/1/2025–12/31/2027) | Earnable 0–200% of target units | Vest contingent on performance and employment through 12/31/2027 . |
| 2025 LTI grant – Time-Vesting Units | N/A | 50% of LTI mix | Part of $1,100,000 total LTI | N/A | Time-based only | Vests in three equal tranches on 2/24/2026/2027/2028 . |
| 2024 Short-Term Incentive | Financial/Strategic/Individual performance (no preset targets for Santoro) | Discretionary | N/A | Awarded $1,050,000 for 2024 | Committee evaluated Company achievements and CEO’s assessment | Cash in 2024 . |
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 97,285 shares beneficially owned . |
| Ownership as % of outstanding | ~0.018% (97,285 / 530,315,155 shares outstanding as of 4/9/2025) . |
| Shares exchangeable within 60 days | 18,720 shares via exchangeable time-vesting Class B Profits Units . |
| Options | None outstanding; no options held in 2024 . |
| Unvested time-based awards | 51,936 RSUs (vest remaining tranches on Feb 21, 2025 & 2026) and 54,974 Class B Profits Units (vest Feb 23, 2025/2026/2027) . |
| Unvested performance-based awards (max) | 155,811 performance RSUs (2023 grant, performance period 2023–2025) and 109,949 performance Class B Profits Units (2024 grant, performance period 2024–2026), each earnable 0–200% . |
| Anti-hedging/pledging | Hedging, margin, and pledging of Company securities prohibited for directors, executive officers, and employees . |
| Clawback | Policy recoups incentive-based compensation upon required restatement; Committee may recoup time-based equity in cases of gross misconduct . |
Employment Terms
| Aspect | Disclosure |
|---|---|
| Employment start date | Joined Rithm in 2015 . |
| Current role | CFO, Chief Accounting Officer & Treasurer . |
| Offer letter | Dated Aug 1, 2022 (base $300,000 at that time; increased to $400,000 effective Jan 1, 2024) . |
| Short-term incentive | Annual discretionary bonus; $1,050,000 awarded for 2024 . |
| Long-term incentives | Class B Profits Units (time- and performance-vesting; share-settled) with 3-year schedules and EAD ROE targets . |
| Severance | No cash severance per 12/31/2024 termination scenarios; acceleration mechanics only for equity per scenario –. |
| Change-in-control | Equity acceleration; performance awards vest based on actual performance at change-in-control date; no cash severance –. |
| Non-compete | 12 months post-termination for resignation or termination for cause . |
| Non-solicit | 18 months post-termination . |
| Confidentiality & IP | Confidentiality and proprietary rights covenants . |
Investment Implications
- Pay-for-performance alignment appears credible: Santoro’s 2024 bonus was discretionary and linked to Company achievements; his LTI is split 50/50 time vs performance with EAD ROE as the core metric and 0–200% payout range, reinforcing multi‑year value creation and capital efficiency .
- Insider selling pressure over the next 24–36 months is more about scheduled supply than options: time‑vesting tranches on Feb 21, 2025/2026 (RSUs) and Feb 23, 2025/2026/2027 (Class B Profits Units), plus performance tranches at end of 2025 and 2026, could add shares upon settlement; hedging/pledging prohibitions mitigate adverse signals, but watch vest events for liquidity windows .
- Retention risk looks contained: no cash severance, but equity acceleration provisions provide continuity incentives; non‑compete/non‑solicit protections and the clawback framework (including discretionary recoupment of time‑based equity for gross misconduct) strengthen governance – .
- Governance and market signals: 2024 say‑on‑pay approval (~82%) and use of independent consultant FW Cook support compensation governance; Company performance metrics (EAD ROE, economic return, book value growth) were strong in 2024, which should support investor confidence in CFO-linked pay outcomes .