Nicola Santoro Jr
About Nicola Santoro Jr
Nicola Santoro Jr is Chief Financial Officer (CFO), Chief Accounting Officer and Treasurer of Rithm Capital Corp. since 2015 and was appointed CFO and Chief Accounting Officer of Rithm Property Trust Inc. (RPT) on April 28, 2025; he is a certified public accountant and previously served as Chief Accounting Officer of FXCM (2012–2015) and principal financial officer at Financial Guaranty Insurance Company (2008–2012) . RPT is externally managed; executives (including Santoro) do not receive cash compensation directly from RPT, and the manager cannot segregate compensation attributable solely to RPT service . In 2024, RPT’s TSR declined to 61 (on a $100 basis), with GAAP net loss of $(92) million; Q3 2025 results show reduced quarterly and YTD losses versus 2024, indicating stabilization during Santoro’s tenure, with Sarbanes-Oxley certifications signed by Santoro as Principal Financial Officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rithm Capital Corp. | CFO, Chief Accounting Officer, Treasurer | 2015–present | Leads financial reporting, accounting, tax, and planning at the parent manager of RPT |
| FXCM, Inc. | Chief Accounting Officer | 2012–2015 | Directed financial reporting, accounting, tax, and FP&A |
| Financial Guaranty Insurance Company | Principal Financial Officer | 2008–2012 | Senior finance leadership through credit cycle period |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rithm Capital Corp. | CFO, CAO & Treasurer | 2015–present | Oversight of finance at RPT’s external manager; key linkage to management agreement economics |
Fixed Compensation
- RPT is externally managed; executive officers (including Santoro) “do not receive any cash compensation from [RPT]” and the Manager is “not able to segregate and identify any portion” of compensation attributable solely to RPT service .
- RPT reimburses the Manager monthly for the allocable share of compensation for the CFO and other non-investment personnel (salary, bonus, taxes, benefits) based on time spent on RPT affairs .
Performance Compensation
Manager incentive fee mechanics (indirect linkage to CFO incentives via the Manager):
| Metric | Weighting | Target/Hurdle | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Earnings Available for Distribution (EAD) vs hurdle | N/A | 8% of average common book value per share (quarter) | Not disclosed | 20% of EAD above hurdle; only payable if cumulative EAD > 0 over last 4 quarters/reset periods | N/A |
Notes:
- Base management fee equals 1.5% of stockholders’ equity (including equity equivalents), per annum, payable quarterly in cash or, at Manager’s election, in RPT common shares .
- These fees—rather than RPT-paid executive cash bonuses—are the primary performance-tied levers affecting Manager and affiliated personnel incentives (including CFO) .
Equity Ownership & Alignment
- As of April 16, 2025, the principal stockholders table does not list Nicola Santoro Jr, indicating no disclosed beneficial ownership in that table at that date .
- Hedging and pledging policy: named executive officers and directors are prohibited from hedging RPT stock; company personnel are prohibited from pledging, short sales, buying/selling puts or calls, or engaging in derivatives on RPT securities .
- Clawback policy: RPT must recoup certain incentive-based compensation from executive officers upon an accounting restatement; no recoupment occurred in 2024 .
- Attempt to retrieve Section 16 ownership/transactions for Santoro via Insider Trades skill failed (401 Unauthorized). We searched for Form 3/4 filings (“Nicola Santoro Jr Form 3/Section 16 ownership”) and attempted programmatic fetch but could not access data. If desired, we can retry or manually review SEC EDGAR .
Employment Terms
| Item | Detail |
|---|---|
| Appointment date | April 28, 2025; Board appointed Santoro as CFO and Chief Accounting Officer; Mary Doyle resigned as PFO/PAO and consulting agreement terminated |
| Employment agreement | No arrangement or understanding with any person; externally managed; executives do not have RPT employment agreements |
| Cash compensation from RPT | None; compensated by Rithm/Manager; not segregable solely to RPT service |
| Reimbursement to Manager | RPT reimburses Manager for allocable share of CFO compensation and related costs |
| Severance/change-in-control | RPT does not owe severance to named executive officers; under 2016 Plan, change-in-control can accelerate vesting for awards not assumed; in 2024 there were no outstanding executive awards; unvested shares for prior NEOs were vested at strategic transaction closing (May 20, 2024) |
| Clawback | SEC Section 10D-compliant clawback policy in place; no 2024 recoupment |
| Hedging/pledging | Prohibited for NEOs and directors; broader prohibitions for personnel |
| Contract term for Manager | Management Agreement effective June 11, 2024; automatically renews two-year terms; termination fee equals 3x combined base and incentive fees for trailing 12 months under certain termination scenarios |
Performance & Track Record
RPT profitability under Santoro’s tenure (quarterly and YTD context):
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Net Loss Attributable to Common ($mm) | $(8.029) | $(1.559) |
| Net Loss per Share (Basic) | $(0.18) | $(0.03) |
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Net Loss Attributable to Common ($mm) | $(95.088) | $(4.692) |
Pay-versus-performance historical context:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Stockholder Return (on $100 basis) | 109 | 100 | 61 |
| GAAP Net (Loss) Income ($mm) | $(28.7) | $(49.3) | $(92.2) |
Governance and compliance:
- Santoro executed SOX 302 and 906 certifications for Q2 and Q3 2025 10-Qs; also signed Q2 and Q3 earnings 8-Ks and the June 2, 2025 shareholder vote 8-K as CFO .
Say-on-Pay & Shareholder Feedback
2025 Annual Meeting voting outcomes:
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 15,301,474 | 12,091,446 | 418,839 | 7,563,157 |
| Say-on-Frequency | One year: 27,604,268; Two years: 35,451; Three years: 98,655; Abstain: 73,385; Broker Non-Votes: 7,563,157 |
Compensation Structure Analysis
- Shift to external management: Since June 11, 2024, RPT executives are provided by the Manager; RPT does not pay executive cash compensation and relies on Manager fees (base 1.5% of equity; incentive 20% of EAD over 8% hurdle), payable in cash or shares, creating potential dilution when paid in stock . Shareholders approved issuance of up to 7.7 million shares to the Manager for fee payments, formalizing equity-based fee settlement flexibility .
- Equity awards to executives: None granted to named executive officers in 2024; no outstanding executive awards at year-end 2024, reducing direct option/RSU-related selling pressure .
- Clawback and hedging/pledging prohibitions strengthen pay-for-performance and alignment safeguards .
Equity Issuance to Manager and Potential Selling Pressure
- Approved issuance of up to 7,700,000 shares to the Manager for fees, which may be in one or a series of issuances and exceed 1% thresholds under NYSE rules; Board waiver governs ownership limits (up to 20% before rescission) . 2024 fees included $1.4 million paid in RPT shares to the current Manager (441,783 shares) and termination fee shares to former manager (3,174,645 shares) .
Investment Implications
- Alignment: As CFO of both RPT and its external Manager’s parent (Rithm), Santoro’s incentives are predominantly shaped by Manager fee economics (EAD-based incentive) rather than RPT-paid executive cash bonuses; this can favor distribution-focused performance metrics over GAAP profitability or TSR unless Board sets guardrails through investment guidelines and oversight .
- Dilution risk and insider selling pressure: Share-based fee payments to the Manager (with up to 7.7 million authorized) introduce ongoing dilution potential; monitoring issuance cadence and any subsequent share dispositions by Manager affiliates is critical for trading signals .
- Retention risk: Low near-term risk—Santoro’s dual role at Rithm and external management structure suggest stability; no RPT employment agreement or severance owed by RPT, but management agreement has a termination fee payable to the Manager, which can entrench the arrangement .
- Governance safeguards: Prohibitions on hedging/pledging and a clawback policy mitigate alignment risks; say-on-pay received majority support (but with notable dissent), implying continued scrutiny of external management economics and equity issuance practices .