Ranjit M. Kripalani
About Ranjit M. Kripalani
Independent Class III director at Rithm Capital (RITM) since November 1, 2024; age 65. Former CEO of CRT Capital Group with three decades of mortgage trading and capital markets leadership at Countrywide, Chase Securities, and PaineWebber. Education: B.A. in International Relations (Tufts) and Graduate Diploma in Business Studies (London School of Economics). The Board has affirmatively determined he is independent under NYSE Rule 303A. His current term (Class III) was up for election at the 2025 meeting; he is a management-nominated incumbent for a new term through 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRT Capital Group LLC | Chief Executive Officer | 2009–2013 | Led broker-dealer; mortgage/capital markets focus |
| Countrywide Capital Markets / Countrywide Financial | President of Capital Markets; Executive Managing Director; CEO/President of Countrywide Capital Markets | 1998–2008 | Senior leadership across capital markets during mortgage cycle |
| Chase Securities, Inc. | Managing Director; Head of Mortgage Trading | 1995–1998 | Ran mortgage trading |
| PaineWebber, Inc. | Managing Director; Head of Mortgage Trading | 1985–1995 | Ran mortgage trading |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Griffin Realty Trust, Inc. (NYSE: GRT) | Director | 2017–2023 | Chair, Compensation Committee |
| Western Asset Management Capital Corp | Director | 2014–2023 | Chair, Risk Committee |
| Combined Systems Incorporated | Director | Since 2013 | Board member |
| DAVI Audio | Director | Since 2019 | Board member |
Board Governance
| Attribute | Details |
|---|---|
| Committee assignments | Nominating & Corporate Governance Committee (member, effective Nov 1, 2024); Regulatory Committee (Chair, effective Nov 1, 2024) |
| Regulatory Committee scope | Company-wide regulatory compliance oversight; material regulatory exams; assists Audit Committee on internal audit/risk issues; investigations into significant compliance failures; cybersecurity risk management in conjunction with Audit; committee renamed from Mortgage Regulatory Compliance Committee and charter revised on Feb 5, 2025 |
| Independence | Board determined he is independent under NYSE Rule 303A |
| Board structure and meetings | 7 directors across 4 fully independent committees (Audit; Compensation; Nominating & Corporate Governance; Regulatory). Board met 10x in 2024; committees: Audit 7x, Compensation 6x, Nominating 2x, Regulatory 4x; no director attended <75% of combined board/committee meetings |
| Executive sessions & leadership | Independent directors hold executive sessions; presiding director rotates among committee chairs; no lead independent director; CEO also serves as Chair |
| Anti-hedging/pledging | Directors, officers, employees prohibited from hedging (puts/calls/derivatives/shorts) and from pledging or margining Company stock |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual director fee | $275,000 total: $150,000 in common stock issued the first business day after each annual meeting; $125,000 payable in December in cash (or at election, in stock) | |
| Committee chair fees | $20,000 annually for Audit and Compensation Chairs; $10,000 annually for Nominating & Corporate Governance and Regulatory Chairs (paid half in stock post-AGM, half in December cash or stock) | |
| 2024 actual (pro-rated) | Cash fees: $43,098; Stock awards: $0; Options: $0 (appointed Nov 1, 2024; also appointed Regulatory Committee Chair from that date) |
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Ranjit M. Kripalani | 43,098 | — | — | 43,098 |
Additional notes:
- As of Dec 31, 2024, apart from 1,000 legacy options held by two other directors (Le Melle and Sloves), no non-employee director held options or unvested stock awards .
Performance Compensation
| Element | Status |
|---|---|
| Performance-based pay for directors | None disclosed; RITM pays independent directors via fixed cash retainer, equity retainer, and committee chair fees (not tied to performance metrics) |
Other Directorships & Interlocks
- Current disclosed public company directorships: None besides RITM (prior public roles concluded in 2023) .
- Interlocks/related-party exposure: At appointment, Company disclosed no material interests in related-party transactions for Mr. Kripalani under Item 404(a) of Regulation S-K .
Expertise & Qualifications
- Mortgage and securitized products expertise from leadership roles at Countrywide, Chase Securities, and PaineWebber; former CEO of an institutional broker-dealer (CRT) .
- Prior committee leadership (Compensation Chair at GRT; Risk Chair at Western Asset Management Capital Corp) demonstrates governance experience relevant to RITM’s committees .
- Education: Tufts (B.A., International Relations); LSE (Graduate Diploma in Business Studies) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (RITM common) | “—” (no shares reported) as of April 9, 2025; less than 1% of class |
| Director ownership guidelines | Non-employee directors must hold stock valued at 4x the cash portion of annual fee (i.e., 4 × $125,000 = $500,000). Until compliant, retain at least 50% of net-after-tax shares from equity awards |
| Hedging/pledging | Prohibited for directors (anti-hedging/pledging policy) |
Context: The equity retainer is issued on the first business day after each annual meeting; as a November 2024 appointee, his first standard stock grant would occur after the 2025 annual meeting under the policy, which may explain no holdings as of April 9, 2025 .
Governance Assessment
- Board effectiveness and oversight: Appointment as Chair of the re-scoped Regulatory Committee centralizes oversight of company-wide regulatory compliance and cybersecurity risk (with Audit), adding depth as RITM scales in mortgage and asset management; his mortgage trading and broker-dealer leadership background align with regulatory and risk oversight needs .
- Independence and attendance: Determined independent under NYSE standards; across 2024, no director fell below 75% attendance; committees are fully independent .
- Alignment and compensation: Director pay is a balanced cash/equity mix with mandatory stock ownership guidelines; however, he reported no beneficial ownership as of April 9, 2025, which is a short-term alignment gap expected to narrow once equity retainer is issued post-AGM and as guideline accumulation proceeds. Anti-hedging/pledging mitigates misalignment risk .
- Conflicts and related parties: No Item 404(a) related-party transactions disclosed for his appointment; no conflicts flagged in the 2025 proxy .
- Shareholder signals: Say-on-pay support of ~82% at 2024 meeting suggests general investor acceptance of pay programs; independent committees administer oversight; useful as backdrop to governance stability during his onboarding .
Additional Reference Points (for context)
- Election status: Standing for election as Class III director at the May 22, 2025 annual meeting; nominated to serve through 2028 if elected .
- Indemnification: Entered customary indemnification agreement upon appointment (standard practice for new directors) .