Michael Nierenberg
About Michael Nierenberg
Michael Nierenberg (age 62) has served as Chief Executive Officer and director of Rithm Property Trust Inc. (RPT) since June 11, 2024; he is also CEO, President, and Chairman of Rithm Capital Corp. (since Nov 2013 CEO/President; Chairman since May 2016) and CEO (since Nov 2024) and Chairman (since Jan 2025) of Rithm Acquisition Corp. . RPT’s recent shareholder value and profitability trends prior to and during his start include three-year cumulative TSR values of 109 (2022), 100 (2023), and 61 (2024) on a $100 base and GAAP net losses of $(28.7)mm (2022), $(49.3)mm (2023), and $(92.2)mm (2024) . RPT is externally managed by an affiliate of Rithm under a fee framework that includes a 1.5% base fee on equity and a 20% incentive fee on earnings available for distribution above an 8% quarterly book-value hurdle, payable in cash or stock at the Manager’s election—an incentive construct that can influence capital allocation and payout decisions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rithm Capital Corp. | CEO, President; Chairman of the Board | CEO/President since Nov 2013; Chairman since May 2016 | Led mortgage/credit platform; governance leadership as Chairman |
| Rithm Acquisition Corp. (SPAC) | CEO; Chairman, Director | CEO since Nov 2024; Chairman and Director since Jan 2025 | Capital markets/transaction platform oversight |
| Fortress Capital Acquisition Corp. (SPAC) | CEO and Chairman; Audit and Compensation Committee member | CEO/Chairman Dec 2020–Jun 2022; Audit/Comp Committee Jan 2021–Jun 2022 | SPAC leadership; committee oversight experience |
| Bank of America Merrill Lynch | MD, Head of Global Mortgages & Securitized Products | Pre-2013 (prior to Rithm) | Led major fixed income businesses |
| JPMorgan | Head of Global Securitized Products; IB Management Committee | Prior to BofA ML | Built/ran securitized products franchise |
| Bear, Stearns & Co. Inc. | Senior leadership incl. Co-Head Structured Products; Co-Head MBS Trading; Board Member | 14 years; Board 2006–2008 | Trading and product leadership; board experience |
| Lehman Brothers | Fixed income (adjustable-rate mortgage business) | 7 years prior to Bear Stearns | Helped build ARM business |
External Roles
| Company/Institution | Role | Committee roles | Notes |
|---|---|---|---|
| Rithm Capital Corp. | Chairman, CEO, President | N/A | Public company board leadership |
| Rithm Acquisition Corp. | CEO; Chairman, Director | N/A | SPAC governance and execution |
| Fortress Capital Acquisition Corp. | Former CEO/Chairman; Former Director | Audit and Compensation Committees (member) | Tenure ended June 2022 |
| Bear Stearns | Former Director | N/A | Director 2006–2008 |
Fixed Compensation
- RPT is externally managed; executive officers (including the CEO) receive no cash compensation from RPT. Compensation decisions are made by the Manager, and RPT does not have employment agreements or severance obligations for its executives .
- In 2024, Mr. Nierenberg received $0 from RPT (salary, bonus, equity awards all “—”) as disclosed in the Summary Compensation Table .
| Metric (RPT-paid) | FY 2024 |
|---|---|
| Base salary ($) | 0 |
| Target/Actual bonus ($) | 0 / 0 |
| Stock awards ($) | 0 |
| Option awards ($) | 0 |
Performance Compensation
- RPT executives did not receive equity awards in 2024; there were no outstanding equity awards for named executive officers as of year-end 2024 .
- Incentive construct at the Manager level (drives CEO’s indirect incentives via Rithm affiliate):
- Base management fee: 1.5% per annum of RPT stockholders’ equity (includes certain unsecured debt used to repurchase preferred), payable quarterly in cash or RPT stock at Manager’s election .
- Incentive fee: 20% of the dollar amount by which earnings available for distribution exceed (average common book value per share × 8% annualized for the quarter); payable quarterly; payable only if cumulative EAD over the last 4 quarters is positive; can be paid in cash or stock .
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Manager Incentive Fee (EAD over 8% of avg common BVPS) | N/A | EAD > 8% hurdle (quarterly) | 20% of excess; subject to cumulative positive EAD test | Quarterly; cash or RPT stock at Manager election |
Equity Ownership & Alignment
- Beneficial ownership (as of April 16, 2025): Mr. Nierenberg reported 0 shares beneficially owned; “less than 1%” of outstanding shares .
- Hedging and pledging: RPT prohibits named executive officers and directors from hedging or pledging Company stock; short sales and derivatives on Company stock are also prohibited .
- Clawback: RPT maintains a Dodd-Frank-compliant clawback policy for incentive-based compensation in the event of an accounting restatement; no recoupment occurred in 2024 .
| Ownership metric | Value |
|---|---|
| Shares beneficially owned (4/16/2025) | 0 |
| Ownership % | <1% |
| Pledged shares | Prohibited by policy |
| Hedging status | Hedging prohibited |
Employment Terms
- Structure: RPT is externally managed by RCM GA Manager LLC (Rithm affiliate) under a Management Agreement effective June 11, 2024; amended Oct 18, 2024 to allow fees to be paid in cash or RPT stock .
- Term and renewal: Effective until June 11, 2027; auto-renews for successive two-year terms unless terminated .
- Termination economics: If terminated without cause (or certain other specified events), the Manager is entitled to a termination fee equal to 3× the sum of base and incentive fees for the last 12 months .
- Share issuance to Manager: RPT is seeking shareholder approval to issue up to 7,700,000 shares to the Manager as fee payment; Michael Nierenberg is an interested party given his roles at Rithm and RPT .
- Change-in-control equity acceleration: Under the 2016 Plan, unassumed awards generally vest; the Compensation Committee also vested all unvested shares at the Strategic Transaction closing (values shown for prior executives; none for Mr. Nierenberg) .
| Term | Details |
|---|---|
| Manager base fee | 1.5% of stockholders’ equity per annum (quarterly) |
| Manager incentive fee | 20% of EAD above 8% of avg common BVPS; quarterly; requires positive cumulative EAD over last 4 quarters |
| Payment form | Cash or RPT shares at Manager’s election |
| Agreement term | Through 6/11/2027; auto-renew 2-year terms |
| Termination fee | 3× (base + incentive) last 12 months in specified cases |
| Proposed share issuance | Up to 7,700,000 shares to Manager for fees (subject to shareholder approval) |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR ($100 base) | 109 | 100 | 61 |
| GAAP Net (loss) income ($mm) | (28.7) | (49.3) | (92.2) |
- Strategic Transaction with Rithm (closed June 11, 2024) realigned management, capital, and servicing: $14.0mm RPT stock sale to Rithm ($4.87/share), warrants to Rithm for 6.5mm shares at $5.36, termination of prior manager with ~3.2mm shares issued as termination fee, and servicing moved to Newrez (Rithm affiliate) .
- 2024 fees: $23.3mm total management fees—$3.8mm to current Manager (incl. $1.4mm paid in 441,783 RPT shares) and $19.5mm to Former Manager (incl. $15.5mm paid in 3,174,645 shares as termination fee); servicing fees $1.4mm (Newrez) and $2.8mm (Former Servicer) .
- Principal holders (4/16/2025): Rithm Capital 13.5% (incl. shares held by the Manager), Magnetar 15.9%, Wellington 11.0%, others; Mr. Nierenberg 0 shares .
Board Governance
- RPT Board: 4 directors; majority independent (Haggerty, Friedman, Hoffman). Mr. Nierenberg is not independent given his executive roles at RPT and Rithm .
- Roles/committees: Chairman is Paul Friedman (independent). Mr. Nierenberg serves as Director and CEO; no committee assignments .
- Committees: Audit (Haggerty chair; all financial experts), Compensation (Friedman chair), Nominating & Corporate Governance (Hoffman chair)—all independent .
- Attendance: In 2024, the Board met 14 times; each director attended >75% of Board and committee meetings .
- Director pay: Non-independent directors (including Mr. Nierenberg) receive no director compensation from RPT .
- Hedging/pledging prohibited; clawback policy in place .
- Special Committee: Disinterested directors evaluated and recommended the Strategic Transaction; then disbanded .
Related Party Transactions (alignment and governance risk)
- Management and servicing are provided by Rithm affiliates; Rithm also holds equity and warrants, and RPT may issue stock to the Manager for fees—creating potential dilution and related-party alignment risks .
- Ownership limit waiver allows Rithm to exceed standard 9.8% REIT ownership limit, with rescission if holdings exceed 20% at any time .
- Minor Section 16 timing exceptions: one untimely Form 4 each for Paul Friedman, Daniel Hoffman, and Rithm Capital in 2024; no broader compliance concerns noted .
Director Compensation (for reference)
- Independent directors receive an annual fee ($140,000; cash/stock election) plus chair retainers ($20,000 Audit Chair; $15,000 other chairs; $10,000 Board Chair); non-independent directors receive no compensation .
Compensation Structure Analysis (signals)
- No RPT-paid CEO cash or equity compensation; incentives flow through the Manager. The Manager’s 1.5% equity-based fee plus 20% EAD-over-hurdle incentive can emphasize equity capital levels and distributable earnings, potentially encouraging fee-eligible equity raises and EAD optimization over GAAP net income .
- The 2016 Plan was amended in 2024 to permit issuing equity awards to the Manager to incentivize Manager personnel—broadening indirect equity-based incentives tied to RPT .
- Proposal to authorize up to 7.7mm shares to pay Manager fees could increase stock-based payments and dilution; the proposal highlights Mr. Nierenberg’s related-party interests .
Say‑on‑Pay & Shareholder Feedback
- Advisory votes on executive compensation (Say-on-Pay) and its frequency are on the 2025 agenda; the Board recommends “FOR” Say-on-Pay and “1 YEAR” for frequency; no historical approval percentages disclosed in this proxy .
Investment Implications
- Alignment: Mr. Nierenberg reported no personal RPT share ownership as of April 16, 2025, and receives no RPT direct pay; incentive alignment is primarily via Rithm/Manager economics rather than direct RPT equity or cash pay—placing emphasis on Manager fee structures over traditional CEO pay-for-performance .
- Dilution/overhang risk: The fee-in-stock mechanism and proposal to issue up to 7.7mm shares to the Manager, combined with existing Rithm holdings and warrants, create potential dilution that can pressure per-share metrics; however, stock-based fee payment preserves cash liquidity .
- Governance mitigants: Independent Chair, independent committees, hedging/pledging prohibition, and clawback policy offer safeguards; a Special Committee vetted the Rithm transaction, though ongoing related-party arrangements warrant active monitoring .
- Trading signals: With no RPT equity awards outstanding for the CEO and no reported beneficial ownership, near-term Form 4 selling pressure linked to vesting at RPT appears limited; watch for stock issuances to the Manager and warrant exercises by Rithm as potential supply events .
- Execution risk: RPT’s recent TSR decline and GAAP losses underscore the need for turnaround execution under the new structure; the Manager’s EAD-based incentive could support near-term distributable earnings but may diverge from GAAP profitability improvements if not balanced by Board oversight .