Peggy Hwan Hebard

About Peggy Hwan Hebard

Peggy Hwan Hebard (age 51) is an independent director of Rithm Capital (RITM) since January 2023, and currently serves as Chair of the Audit Committee. She is a CFA charterholder and CPA with an MBA from Yale School of Management, a master’s in museum studies from Johns Hopkins, and a BS from Wharton; her background spans investment banking, credit ratings, consulting, auditing, and senior financial leadership in the nonprofit sector . The Board has determined she is independent and an SEC “Audit Committee Financial Expert” .

Past Roles

External Roles

Board Governance

• Board classification: Class III director; nominated for re-election in 2025 (term through 2028) (Age 51) .
• Independence: Board determined Ms. Hebard is independent under NYSE rules; Audit, Compensation, Nominating, and Regulatory Committees consist entirely of independent directors .
• Committees (current):
  • Audit Committee – Chair (since May 25, 2023); oversees financial reporting, audit, internal controls, compliance, and cybersecurity risk management; designated “Audit Committee Financial Expert” .
  • Compensation Committee – Member; independent composition; oversees executive and director pay, equity plans, and CD&A .
• Attendance and engagement: Board met 10x in 2024; Audit (7x), Compensation (6x), Nominating (2x), Regulatory (4x). No director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
• Executive sessions: Non-management directors hold executive sessions; presiding director rotates among committee chairs, which may include the Audit Chair .
• Leadership structure: CEO also serves as Board Chair; no standing Lead Independent Director, though an independent presides at executive sessions .

Committee Assignments Table

Fixed Compensation

• Director pay structure (policy): Annual fee $275,000 paid semi-annually – $150,000 in common stock after each annual meeting; $125,000 in December in cash or in stock at the director’s election. Committee Chair fees: $20,000 (Audit Chair; Compensation Chair) and $10,000 (Nominating Chair; Regulatory Chair), each split half in stock after the annual meeting and half in December in cash or stock .
• 2024 Director Compensation (actual): | Name | Cash Fees ($) | Stock Awards ($) | Options | Total ($) | |---|---:|---:|---:|---:| | Peggy Hwan Hebard | 135,000 | 160,010 | — | 295,010 |

Performance Compensation

• Outside directors do not have performance-based pay metrics; equity is awarded as fixed-value stock grants for board service, not contingent on financial targets . | Performance Metric | Applies to Director Compensation? | |---|---| | Financial/Operational Targets (e.g., EAD, ROE, TSR) | None disclosed for non-employee directors |

Other Directorships & Interlocks

• Prior public company board: Turning Point Brands (NYSE: TPB), Audit & Compensation Committees; led a special committee for strategic M&A (potentially valuable experience for RITM oversight) .
• Compensation Committee interlocks: None reported for Rithm’s Compensation Committee (company-wide disclosure) .

Expertise & Qualifications

• Designations and education: CFA; CPA; MBA (Yale SOM); master’s (Johns Hopkins); BS (Wharton) .
• Technical expertise: Financial reporting, audit, and governance, reflected in Audit Chair role and “Audit Committee Financial Expert” status .
• Sector exposure: Financial services (ratings, banking, consulting, REIT oversight), consumer (IB/rating coverage), and nonprofit finance/operations .

Equity Ownership

• Beneficial ownership (as of April 9, 2025): 65,124 RITM shares; <1% of class (company table denotes “*” less than 1%) .
• Ownership guidelines: Non-employee directors must hold stock valued at 4x the cash portion of the annual fee and retain at least 50% of net-after-tax shares from equity awards until compliant .
• Anti-hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors, officers, and employees .
• Section 16 compliance: Company indicates all directors/officers complied during 2024 except one executive officer (untimely Form 3 for Mr. Zeiden), implying no issues for Ms. Hebard .

Ownership & Policy Snapshot

Insider Trades (Form 4 – recent history)

Note: Beneficial ownership in the proxy is as of 4/9/2025 (65,124 shares); the May 2025 equity award increased holdings to 79,500 thereafter (per Form 4) (Form 4 URLs above).

Director Compensation Structure (detail)

Governance Assessment

Strengths

• Independence and financial rigor: Independent director; Audit Committee Chair; SEC-defined “Audit Committee Financial Expert” – materially strengthens oversight of reporting, audit, internal controls, and cybersecurity risk .
• Engagement: Meets/ exceeds attendance threshold; full board attendance at 2024 annual meeting .
• Ownership alignment: Ongoing equity grants and stock ownership guidelines; anti-hedging/pledging policy supports alignment and reduces risk of misaligned incentives .
• Clean interlocks/related-party posture: No Compensation Committee interlocks; no related-person transactions disclosed involving Ms. Hebard .

Watch items / potential red flags

• Board leadership: CEO is also Board Chair; no designated Lead Independent Director—mitigated by executive sessions led by an independent committee chair but still a governance consideration for investors focused on board independence .
• Company-wide related party: A CEO family member employed at Rithm (non-executive) was disclosed and benchmarked for comparability—while not involving Ms. Hebard, it is a general-party transaction the Audit Chair should monitor .

Shareholder sentiment context

• Say-on-pay support was ~82% in 2024—moderate-to-strong support that informs the Compensation Committee’s posture (Ms. Hebard is a member) .

Overall implication

• Ms. Hebard’s deep finance/accounting pedigree, independence, and Audit Committee leadership (with “financial expert” status) are positive for investor confidence in financial oversight. The absence of director-specific conflicts and Section 16 issues, coupled with ownership alignment policies, reinforces governance quality; the primary governance watch point remains the combined CEO/Chair structure without a standing Lead Independent Director .