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Patrice M. Le Melle

Director at Rithm Capital
Board

About Patrice M. Le Melle

Independent director (Class II) of Rithm Capital (RITM) since November 2021; age 66 as of the 2025 proxy. Associate General Counsel at Columbia University (since 2008); prior roles include Administrative Law Judge and Deputy Secretary of State/Counsel to the Secretary of State for New York, corporate associate at Richards O’Neil, and First Deputy General Counsel at Off-Track Betting Corporation. Education: J.D., Rutgers-Newark Law School (Rutgers Law Review editor); B.A., Yale University. The Board identifies her core credentials as government, corporate governance, and data & privacy expertise .

Past Roles

OrganizationRoleTenureCommittees/Impact
Columbia UniversityAssociate General Counsel2008–present Government, contracts, privacy & data security, sponsored research, real estate
New York Department of StateAdministrative Law Judge; Deputy Secretary of State and Counsel to the SecretaryNot disclosedManagement/legal advice to Department operations
Richards O’Neil (law firm)Associate (Corporate)Not disclosedCorporate law
Off-Track Betting CorporationFirst Deputy General CounselNot disclosedLegal leadership

External Roles

OrganizationRoleTenureScope
Columbia UniversityAssociate General Counsel2008–presentGovernment, privacy/data security, contracts, sponsored research, real estate

Board Governance

  • Committee memberships: Nominating & Corporate Governance Committee member (not Chair); committee currently comprises Le Melle, Finnerty (Chair), and Kripalani as of Nov 1, 2024 . In 2023, members were Le Melle, Finnerty (Chair), and Sloves . Initial appointment in 2021 specified Nominating & Corporate Governance membership .
  • Independence: Board affirmatively determined Le Melle is independent under NYSE Rule 303A; categorical standards disclosed (reviewed annually) .
  • Attendance: In 2023, Board held 13 meetings; no director attended fewer than 75% of aggregate Board/committee meetings; all then-current directors attended the 2023 annual meeting . In 2024, Board held 10 meetings; no director under 75% attendance; all then-current directors attended the 2024 annual meeting .
  • Classification/tenure: Class II nominee/elected to serve until the 2027 annual meeting (re-elected in 2024) .

Fixed Compensation

Director pay structure: $275,000 annually, paid semi-annually: $150,000 in shares of common stock (grant based on FMV at issuance), and $125,000 in cash (or common stock at director’s election). Committee chair fees: Audit and Compensation $20,000; Nominating & Corporate Governance and Regulatory $10,000; chair fees paid half in shares after the annual meeting and half in December in cash (or shares at election) .

Metric202220232024
Fees Earned or Paid in Cash ($)200,000 125,000 125,000
Stock Awards ($)100,010 150,001 150,004
Option Awards ($)
Total ($)300,010 275,001 275,004

Notes:

  • 2022 totals include Special Committee service fees paid in connection with internalization (Le Melle received $75,000; reflected in totals per footnotes) .
  • Independent directors can elect to receive the $125,000 cash portion in stock; no meeting fees; affiliated directors not separately compensated .

Performance Compensation

No performance-linked components (e.g., PSUs/TSR metrics) disclosed for non-employee directors; equity is delivered as full-value common shares, not performance-conditioned awards .

Performance MetricApplied to Director Compensation?
TSR percentile, revenue/EBITDA goals, ESG goalsNone disclosed

Other Directorships & Interlocks

No other public company directorships disclosed for Le Melle in RITM’s director biography sections; primary external role is Columbia University Associate General Counsel .

Expertise & Qualifications

  • Government and corporate governance; data & privacy; large-institution change management .
  • Legal training and experience (Rutgers J.D., Yale B.A.) .

Equity Ownership

Director stock ownership guidelines: non-employee directors must accumulate and hold stock valued at four times the annual cash retainer; until achieved, retain at least 50% of net-after-tax shares from equity compensation .

Metric2022202320242025
Beneficial Ownership (Shares)1,000 9,874 28,234 (incl. 1,000 options exercisable within 60 days) 41,846 (incl. 1,000 options exercisable within 60 days)
% of Shares Outstanding<1% <1% <1% <1%
Options Outstanding1,000 (fully vested) 1,000 1,000 1,000

Option details: One-time grant of fully-vested options relating to 1,000 shares (granted upon appointment), exercise price $10.85 (Form 4, Dec 15, 2021); options to be settled in cash equal to intrinsic value unless approved to settle in shares [ReadFile: /tmp/insider_trades_20251120_025515.json line 71] (https://www.sec.gov/Archives/edgar/data/1556593/000120919121069758/0001209191-21-069758-index.htm).

Shares pledged/hedged: No pledging/hedging disclosures for directors were identified in proxies; no related-party transactions at appointment (Item 404(a)) .

Insider Trades (Form 4 — Director Awards and Holdings)

Filing DateTransaction DateTypeQuantityPost-Transaction OwnershipInstrumentSEC Filing
2021-11-162021-11-08Form 30Initial statementhttps://www.sec.gov/Archives/edgar/data/1556593/000120919121064755/0001209191-21-064755-index.htm
2021-12-152021-12-15A – Award1,0001,000Stock Option (right to buy), $10.85 strikehttps://www.sec.gov/Archives/edgar/data/1556593/000120919121069758/0001209191-21-069758-index.htm
2023-05-302023-05-26A – Award18,36027,234Common Stockhttps://www.sec.gov/Archives/edgar/data/1556593/000120919123032899/0001209191-23-032899-index.htm
2024-05-292024-05-24A – Award13,61240,846Common Stockhttps://www.sec.gov/Archives/edgar/data/1556593/000189413124000002/0001894131-24-000002-index.htm
2025-05-282025-05-23A – Award13,47854,324Common Stockhttps://www.sec.gov/Archives/edgar/data/1556593/000189413125000002/0001894131-25-000002-index.htm

Source: Insider-trades skill (Form 4 data), with SEC links above.

Governance Assessment

  • Alignment and independence: Clear independence determination; no related-party transactions at appointment; equity-heavy director pay (55% equity, 45% cash) and stock ownership guidelines (4× cash retainer) support alignment .
  • Engagement: Strong attendance—no directors under 75% in 2023 or 2024; all directors attended annual meetings; Le Melle serves on Nominating & Corporate Governance across years (continuity suggests ongoing engagement in board composition and governance) .
  • Potential red flags: None evident—no pledging noted; no performance-conditioned director equity (typical for REITs/financials); option grant was de minimis (1,000) and fully vested upon appointment, consistent with legacy policy prior to June 30, 2022 .

Additional Program Details (for benchmarking)

  • Director compensation program shifted to $275,000 effective June 30, 2022; independent directors may elect stock in lieu of cash for portions of fees; committee chair retainers as noted above .
  • Board meetings in 2024: 10; Audit (7), Compensation (6), Nominating & Corporate Governance (2), Regulatory (4) .
  • Director election (2024): Le Melle nominated and elected to serve until 2027 annual meeting .

References:

  • Director biography, education, roles, independence, committees:
  • Compensation program and tables:
  • Security ownership tables:
  • Attendance and meeting counts:
  • Appointment press release/exhibit: