Daniel Hoffman

About Daniel Hoffman

Daniel Hoffman (age 65) is an independent director of Rithm Property Trust Inc. (RPT), serving since 2024; he chairs the Nominating & Corporate Governance Committee and sits on the Audit and Compensation Committees, and is designated an “audit committee financial expert.” He is founder/CEO of The Monday Group (since 2023), previously a Managing Director at Cerberus Capital Management (2016–2023), and earlier held senior securitized products and fixed income sales roles at RBC, RBS, Amherst Pierpont, and Bear Stearns; he holds a B.S. in Economics (SUNY Binghamton) and an MBA in Finance (Chicago Booth) .

Past Roles

External Roles

No other current public company directorships for Mr. Hoffman are disclosed in the 2025 proxy .

Board Governance

• Independence and roles: The Board affirms Hoffman’s independence under NYSE and SEC rules; he chairs Nominating & Corporate Governance and serves on Audit and Compensation; all standing committees are comprised solely of independent directors; he is designated an “audit committee financial expert.”
• Attendance and workload: In 2024, the Board met 14 times; Audit 4; Compensation 2; Nominating & Corporate Governance 4; each director attended more than 75% of Board and applicable committee meetings .
• Board structure/policies: 4 directors, 3 are independent; independent directors meet regularly in executive session; hedging and pledging of company stock by directors is prohibited; overboarding policy requires Board determination if a director serves on more than three public company boards .
• Shareholder votes (signals): 2025 say‑on‑pay received 15,301,474 “for” vs 12,091,446 “against” (broker non‑votes 7,563,157); the Board will hold annual say‑on‑pay votes per stockholder preference .

Fixed Compensation

Director compensation table (2024) excerpt:

Notes: “Includes 2,000 shares of restricted stock granted in connection with Mr. Hoffman’s joining the Board.” (quantity disclosed; dollar value not shown in table) .

Performance Compensation

• Equity form and cadence: Board approved a restricted stock grant of 5,000 shares to each director in March 2023 with a two‑year vesting period (context for director equity design; Mr. Hoffman joined in 2024) .
• 2024 new‑director grant: Mr. Hoffman received 2,000 restricted shares upon joining; vesting schedule and grant‑date fair value not specified in the proxy table .
• Performance metrics: No performance‑conditioned metrics for director compensation are disclosed (director equity appears time‑based) .

Other Directorships & Interlocks

Expertise & Qualifications

• Over 25 years in mortgage securities, securitized products, ABS/CMBS/CDO/CLO markets; extensive sell‑side fixed‑income leadership and client coverage .
• Audit/financial expertise designated at the committee level; deep governance experience as current Nominating & Corporate Governance Chair and prior Audit Chair during earlier tenure on RPT’s board .
• Education: B.S. Economics (SUNY Binghamton); MBA Finance (University of Chicago Booth) .

Equity Ownership

• Hedging/pledging: Directors are prohibited from hedging and from pledging Company securities; short sales and derivatives are also prohibited under the Insider Trading Policy .
• Ownership guidelines: No specific director stock ownership guidelines disclosed in the proxy; general governance documents available on company website .

Governance Assessment

• Strengths

  • Independent director with “audit committee financial expert” designation; chairs Nominating & Corporate Governance and sits on Audit and Compensation (strong governance footprint) .
  • Board independence majority (3/4 independent), independent‑only committees, regular executive sessions, and anti‑hedging/anti‑pledging policy support alignment and oversight .
  • Attendance: Board and committees were active in 2024; each director exceeded 75% attendance, indicating engagement .

• Watchpoints and structural conflicts

  • External management model: RPT is managed by an affiliate of Rithm Capital; base fee 1.5% of stockholders’ equity and a quarterly incentive fee (20% over an 8% threshold on defined earnings available for distribution) may create potential pay‑volume incentives; termination fee equals 3x last‑12‑months’ combined base and incentive fees if terminated without cause or not renewed under specified conditions .
  • Potential dilution and related‑party optics: Stockholders approved issuance of up to 7,700,000 shares to the Manager for fees; CEO Michael Nierenberg is also CEO/Chair/President of Rithm (affiliate of Manager); an ownership‑limit waiver permits Rithm to exceed typical 9.8% REIT limits subject to conditions .
  • Say‑on‑pay support was mixed (15.3M for vs 12.1M against), suggesting investors are attentive to compensation/governance structure post‑transition .

• RED FLAGS (monitor)

  • Section 16(a) timeliness: One transaction for Daniel Hoffman was “inadvertently untimely filed” on Form 4 in 2024 (company also notes late filings for Paul Friedman and Rithm Capital); administrative but worth monitoring for process rigor .
  • External manager termination fee (3x) and ability to pay fees in stock (now approved) increase governance scrutiny on cost, dilution, and pay‑performance alignment; requires robust committee oversight (Hoffman sits on Compensation and Audit) .

Board and Committee Activity (2024)

Director Compensation Details (Design and 2024 Actual)

Other Directorships & Interlocks

• Current public company boards: None disclosed for Mr. Hoffman .
• Interlocks/related parties at company level (context): Rithm Capital is a 13.5% holder; Manager is a Rithm affiliate; warrants issued to Rithm; ownership‑limit waiver granted to Rithm .