Mary Haggerty

About Mary Haggerty

Independent director since 2021 (age 65), currently Chair of RPT’s Audit Committee (since June 2024) and member of the Nominating & Corporate Governance Committee; the Board has affirmatively determined she is independent under NYSE and SEC rules . She is a CPA who began her career at Arthur Young & Company and holds a B.S. in accounting from SUNY Albany; her background spans 28 years across Bear Stearns and JPMorgan, culminating as Managing Director in JPMorgan Capital Markets (retired March 2020) .

Past Roles

External Roles

Board Governance

• Committees: Audit (Chair; designated “audit committee financial expert”), Nominating & Corporate Governance; not on Compensation .
• Independence: Board affirms Haggerty as independent under NYSE and SEC rules .
• Attendance: 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 .
• Executive sessions: Independent directors meet regularly without management .

Fixed Compensation

• Program terms (independent directors): $140,000 annual fee, payable quarterly in cash and/or stock at director election; Audit Chair +$20,000; other committee chairs +$15,000; Board Chair +$10,000; reimburse reasonable expenses .
• Special Committee (2023, disbanded): one-time $20,000 cash payment to members .

Performance Compensation

• Equity grants (directors): In March 2023, each Board member received a restricted stock award of 5,000 shares, subject to a two-year vesting period .
• Notes: 2024 “Stock Awards” amounts reflect fee payments made in stock, not new performance-based grants .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; early-career at Arthur Young; B.S. in accounting (SUNY Albany) .
• Deep securitized products, mortgage finance, portfolio restructuring and servicing leadership across Bear Stearns/JPMorgan .
• Designated audit committee financial expert by the Board .

Equity Ownership

• Beneficial ownership: 19,882 RPT shares; <1% of outstanding (48,685,678 shares as of April 16, 2025) .
• Hedging/pledging: Company policy prohibits directors from hedging or pledging RPT stock; also prohibits short sales, puts/calls, and derivatives on Company securities .
• Ownership guidelines: No director ownership guideline disclosure identified in proxy; corporate governance materials available on website .

Governance Assessment

• Strengths:

  • Independent audit leadership and “financial expert” designation; committee charters emphasize robust oversight (financial reporting, internal controls, auditor independence, cybersecurity) .
  • Formal hedging/pledging prohibitions and insider trading controls; clawback policy (applies to executive incentive comp) enhances governance posture .
  • Special Committee participation (2023) addressing strategic transaction conflicts indicates responsiveness to potential conflicts .

• Signals/Concerns:

  • Elevated withhold vote against Haggerty (12,760,938 withheld vs. 15,050,822 for), similar to Hoffman (13,250,489 withheld), suggesting investor scrutiny of independent directors—contrast with much lower withholds for Friedman and Nierenberg .
  • External management by RCM GA Manager LLC (affiliate of Rithm) with shareholder-approved issuance of up to 7.7 million RPT shares to Manager for fees increases related-party exposure; Board disclosed interest of CEO Nierenberg due to Rithm roles .
  • Director compensation largely fixed cash/equity without disclosed performance metrics (typical for directors), limiting direct pay-for-performance alignment at the director level .

Say-on-Pay & Shareholder Feedback

Director Election Results (2025)

Related Party Transactions (context for potential conflicts)

• External Management: RPT is managed by RCM GA Manager LLC (affiliate of Rithm); base management fee 1.5% of stockholders’ equity and 20% incentive fee tied to “earnings available for distribution” above an 8% hurdle (cumulative conditions apply), payable in cash or common stock; termination fee equals 3× combined base + incentive fees under certain scenarios .
• Share Issuance Approval: Stockholders approved issuance of up to 7,700,000 shares to Manager in fee payments (NYSE Rule 312 compliance); CEO Nierenberg has an interest due to his Rithm roles .
• Servicing: Transfer of servicing agreements to Newrez (affiliate of Manager); fees disclosed; termination fee equal to prior 12 months servicing fees if terminated other than for cause .
• Fees 2024: $23.3M total management fees (Former Manager $19.5M including $15.5M termination paid in stock, 3,174,645 shares; Current Manager $3.8M: $2.4M cash including $0.7M reimbursables; $1.4M stock, 441,783 shares); servicing fees $1.4M (Servicer), $2.8M (Former Servicer) .

Compliance Notes

• Section 16(a): Company believes all insiders complied in 2024, except one untimely Form 4 each for Paul Friedman, Daniel Hoffman, and Rithm Capital Corp.; no issue noted for Haggerty .

Equity Ownership and Voting Influence (context)

These concentrations, alongside Manager-related share issuances, are relevant for assessing voting dynamics and potential governance pressures .