William D. Addas
About William D. Addas
Independent director of Rithm Capital Corp. since November 2024; age 65. Background spans specialty finance and financial institutions investment banking and law: Co-Head/Head roles at BofA Securities (2018–2023), Managing Director at Deutsche Bank (2003–2008), Credit Suisse/DLJ (1996–2003), and Director at NatWest Markets Securities (1993–1996); earlier practiced law at Manatt, Phelps, Phillips, Rothenberg & Tunney and Wasserstein Perella (1984–1992). Education: BA, Brandeis University; JD, George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BofA Securities, Inc. | Co-Head, Global Financial Institutions Group | 2021–2023 | Senior leadership across FIG coverage |
| BofA Securities, Inc. | Co-Head, Americas Financial Institutions Group | 2019–2021 | FIG coverage leadership |
| BofA Securities, Inc. | Head, Specialty Finance | 2018–2019 | Specialty finance coverage lead |
| Deutsche Bank | Managing Director; Head of Financial Technology & Specialty Finance | 2003–2008 | Built fintech/specialty finance advisory |
| Credit Suisse & DLJ | Managing Director | 1996–2003 | Senior markets/banking roles |
| NatWest Markets Securities | Director | 1993–1996 | U.S. broker-dealer leadership |
| Manatt, Phelps, Phillips, Rothenberg & Tunney; Wasserstein Perella | Associate; later Partner (Manatt); Associate (Wasserstein Perella) | 1984–1992 | Corporate law and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BGC Group | Director | Since July 2023 | Current public company directorship |
| Delta Financial Corp. | Director | 2005–2006 | Prior board service (mortgage company) |
Board Governance
- Committee assignments: Audit Committee member (as of Nov 1, 2024); Compensation Committee member (as of Nov 1, 2024). Chairs: Audit—Peggy Hwan Hebard; Compensation—David Saltzman; Nominating & Corporate Governance—Kevin J. Finnerty; Regulatory—Ranjit M. Kripalani .
- Independence: Board determined Mr. Addas is independent under NYSE Rule 303A; majority-independent board; all key committees comprised entirely of independent directors .
- Attendance and engagement: Board met 10 times in 2024; no director attended fewer than 75% of Board/committee meetings; all then-current directors attended the 2024 annual meeting. Executive sessions of non-management directors occur regularly; no lead independent director, but an independent director presides over executive sessions on a rotating basis among committee chairs .
- Director stock ownership guidelines: Non-employee directors must hold stock valued at 4× the cash portion of annual fees; until compliant, must retain at least 50% of net-after-tax shares from equity awards .
- Anti-hedging/pledging policy: Directors prohibited from hedging, short-selling, margining, or pledging Company securities .
- Compensation Committee practices: Uses independent consultant FW Cook; committee assessed independence and found no conflicts in 2024 .
- Interlocks: Compensation Committee interlocks/insider participation—none .
Fixed Compensation
| Component | Structure | Amount/Detail | Source |
|---|---|---|---|
| Annual director fee | Total $275,000; paid in two installments | $150,000 in stock after annual meeting; $125,000 in December in cash or, at election, in stock | |
| Committee chair fees | Audit/Compensation: $20,000; Nominating/Regulatory: $10,000 | Paid half in stock after annual meeting; half in December in cash or stock | |
| 2024 fees (Addas) | Fees earned/paid; total | $41,446 total for partial-year service starting Nov 1, 2024; footnote: elected to receive all compensation in shares in lieu of cash |
| 2024 Director Compensation (Selected) | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| William D. Addas | $41,446 | — | — | $41,446 |
Note: Each director may elect to receive the cash portion in shares; for 2024, Mr. Addas elected stock in lieu of cash .
Performance Compensation
| Element | Metrics | Vesting/Terms | Disclosure |
|---|---|---|---|
| Director compensation | None performance-linked | Annual cash/stock retainer; no performance metrics tied to director pay | Director compensation described without performance metrics |
The Company indicates non-employee directors did not hold option or unvested stock awards as of Dec 31, 2024 (except 1,000 legacy options for Ms. Le Melle and Mr. Sloves) .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Related-Party |
|---|---|---|---|
| BGC Group | Director | Not disclosed | No compensation committee interlocks at Rithm; no related-party transactions disclosed for Mr. Addas |
| Delta Financial Corp. | Director (prior) | Not disclosed | Historical |
Expertise & Qualifications
- Specialty finance and mortgage sector expertise with senior roles spanning FIG leadership, specialty finance coverage, and fintech at top-tier banks; public company board experience at BGC Group .
- Legal training and corporate law background (JD; prior law firm practice) .
- Board rationale: specialty finance, mortgage, and public company experience led to Board conclusion to appoint him; recommended by the CEO .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| William D. Addas | 3,827 | <1% | Measured against 530,315,155 shares outstanding |
- Ownership guidelines: 4× cash portion of annual fee; retain at least 50% of net-after-tax shares until guideline met .
- Hedging/pledging: Prohibited for directors under Company policy .
- Pledged/hedged shares: None permitted by policy; no pledging disclosures for Mr. Addas .
Governance Assessment
- Strengths: Independent director serving on Audit and Compensation—key oversight committees; all-independent composition of these committees supports robust governance .
- Alignment signals: Elected to take director pay in stock for 2024; Company maintains director ownership guidelines and anti-hedging/pledging policy, reinforcing alignment with shareholders .
- Engagement: Board met 10 times in 2024 with strong attendance; executive sessions of non-management directors provide independent oversight .
- Potential considerations: Mr. Addas was recommended by the CEO—while independence is affirmed by the Board, investors often monitor CEO influence on nominations; Company has no lead independent director, though executive sessions are chaired by independent directors on a rotating basis .
- Conflicts/related parties: No related-party transactions disclosed for Mr. Addas; Compensation Committee interlocks—none .
- Broader signals: 2024 say-on-pay support of ~82% suggests acceptable executive pay structure; Compensation Committee engages independent advisor (FW Cook) with no conflicts, supporting compensation governance quality .