Paul Friedman

About Paul Friedman

Paul Friedman (age 69) is the independent Chairman of the Board at Rithm Property Trust Inc. (RPT) and has served as a director since July 2016; he became Chair of the Board and Chair of the Compensation Committee in June 2024 . He is a Certified Public Accountant with an M.S. in Finance and Accounting from NYU Stern and a B.A. in Economics from Colgate University, bringing extensive operational and risk management experience from senior roles at Bear Stearns, Mariner Investment Group, and Guggenheim Securities . The Board has affirmatively determined that Mr. Friedman is independent under NYSE and SEC rules, and he is designated an audit committee financial expert; he currently serves on the Audit Committee and chairs the Compensation Committee . In 2024, each director attended more than 75% of Board and applicable committee meetings (Board met 14x; Audit 4x; Compensation 2x; Nominating & Corporate Governance 4x) .

Past Roles

External Roles

Board Governance

• Board leadership: Friedman serves as independent Chairman; the Board reviewed structure and determined he is most suitable to act as Chair given his experience .
• Committee assignments (current): Audit Committee member; Compensation Committee chair; not on Nominating & Corporate Governance .
• Independence: Board classifies Friedman as independent under NYSE/SEC standards; majority of the four-person Board is independent .
• Attendance and engagement: Each director attended >75% of Board/committee meetings in 2024; Board met 14x; Audit 4x; Compensation 2x; Nominating & Corporate Governance 4x .
• Shareholder voting signal (2025 AGM): Friedman received 26,968,689 votes “For” vs. 843,071 “Withheld,” indicating strong support relative to other independents (Haggerty 15,050,822 For; Hoffman 14,561,271 For); Nierenberg received 26,769,483 For .
• Say-on-pay and frequency (2025 AGM): Say-on-pay passed (For 15,301,474; Against 12,091,446; Abstain 418,839); shareholders chose annual say-on-pay (27,604,268 votes for “1 year”) .

Committee Memberships Snapshot

Fixed Compensation

• Structure: Independent directors receive an annual fee of $140,000, payable quarterly in cash and/or RPT common stock at each director’s election; chair supplements include $15,000 for committee chairs (except Audit), $20,000 for Audit Chair, and $10,000 for Chair of the Board; a Special Committee in 2023 paid a one-time $20,000 to participating directors (now disbanded) .
• 2024 Director Compensation (Friedman):

Additional details: In March 2023, each Board member received a restricted stock award of 5,000 shares with a two-year vesting period (program-level disclosure) .

Performance Compensation

Other Directorships & Interlocks

• Current public boards: Oppenheimer Holdings Inc. (Lead Independent Director; Compliance Chair; Compensation member) and Tiptree Inc. (Audit Chair) .
• Overboarding policy: If a director serves on more than three public company boards, continued service on RPT’s Board is subject to a Board determination that effectiveness is not impaired (Friedman is on three including RPT, within policy) .

Expertise & Qualifications

• Financial expertise: CPA; designated audit committee financial expert by RPT .
• Domain experience: 27 years at Bear Stearns culminating as COO of the Fixed Income Division; senior operating roles at Mariner and Guggenheim; deep financial services and risk management background .
• Education: M.S. in Finance & Accounting (NYU Stern); B.A. in Economics (Colgate) .

Equity Ownership

• Hedging and pledging: Company policy prohibits directors from hedging or pledging Company shares; also prohibits short sales and derivatives on Company stock .
• Ownership guidelines: No specific director stock ownership guideline disclosure found in the proxy; not disclosed in cited materials.

Related-Party Exposure and Conflicts Context

• External manager: RPT is externally managed by RCM GA Manager LLC, an affiliate of Rithm Capital; the CEO of RPT (Michael Nierenberg) is also CEO/Chairman/President of Rithm, creating inherent related-party considerations .
• Share issuance to Manager: Shareholders approved issuing up to 7,700,000 shares to the Manager as payment of base/incentive fees (For 26,604,323; Against 1,184,920) .
• Fees and termination economics: Management Agreement fees include a 1.5% base fee (on stockholders’ equity, with certain inclusions) and a 20% incentive fee over an 8% quarterly return hurdle (with reset mechanics), payable in cash or shares; termination fee equals 3x the combined base and incentive fees from the prior 12 months in specified termination scenarios .
• Governance process: A Special Committee of disinterested directors—chaired by Friedman—engaged independent advisors, evaluated alternatives, and recommended approval of the Strategic Transaction; this committee is now disbanded .
• Ownership limit waiver: Rithm received an ownership limit waiver up to 20% of common or capital stock; waiver rescinds automatically if exceeded .

Risk Indicators and Red Flags

• Section 16(a) compliance: Company reports one inadvertent untimely Form 4 filing for Paul Friedman (and also for Daniel Hoffman and Rithm Capital Corp.) in 2024 .
• Related party concentration: CEO’s dual role at Rithm and RPT, external management structure, fee-in-shares option, and 3x termination fee present ongoing conflict/dilution and entrenchment risks, partially mitigated by Special Committee oversight and shareholder approvals .
• Audit firm change: Auditor changed from Moss Adams (2024) to EY for 2025; ratified by shareholders (34,789,101 For) .
• Hedging/pledging: Prohibited for directors (positive governance control) .

Governance Assessment

• Strengths:

  • Independent Chair with deep financial and risk oversight credentials; audit committee financial expert designation, plus robust committee service (Audit; Compensation Chair) .
  • Strong shareholder support for Friedman at 2025 AGM, materially higher than for other independent directors, signaling confidence in his leadership .
  • High director attendance and regular executive sessions of independents; prohibition on hedging/pledging enhances alignment .
  • Use of a disinterested Special Committee (chaired by Friedman) with independent advisors for the Rithm strategic transaction reflects sound conflict management practices .

• Watch items / potential weaknesses:

  • External management model with affiliate of a major shareholder (Rithm), fee structures payable in stock, and a 3x termination fee create ongoing related-party and dilution risks despite shareholder approval and governance controls .
  • Compensation Committee (chaired by Friedman) determines non-employee director pay, which can raise optics concerns of directors setting their own compensation, though this is common and governed by chartered duties and Board oversight .
  • One untimely Section 16 filing noted for Friedman; characterized as inadvertent, but still a compliance blemish .

Overall, Friedman’s independence, financial expertise, and active leadership (Board Chair; Compensation Chair; Audit member) support board effectiveness at a time of heightened conflict scrutiny, with shareholder vote outcomes indicating confidence; ongoing vigilance around the external manager relationship and equity issuance to the Manager remains essential .

Appendix: Director Compensation Policy References

• Independent director annual fee: $140,000 (cash and/or stock at director election) .
• Chair supplements: $15,000 (committee chairs except Audit), $20,000 (Audit Chair), $10,000 (Board Chair) .
• Special Committee 2023 one-time fee: $20,000 to participating directors (Special Committee now disbanded) .