Rithm Capital (RITM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, with voting on key proposals including director elections, auditor appointment, executive compensation, and an amendment to the 2023 Omnibus Incentive Plan.

• Shareholders of record as of April 1, 2026, are eligible to vote; multiple voting methods are available including in-person, mail, phone, and Internet.

• Board recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until 2029.

• Approval of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Approval of the First Amendment to the 2023 Omnibus Incentive Plan, increasing shares available for equity awards.

• Procedures for advance notice of shareholder nominations and proposals for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of seven members divided into three classes with staggered three-year terms.

• Majority of directors are independent per NYSE standards; all committees are composed entirely of independent directors.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Regulatory Committees.

• Succession planning and corporate governance guidelines are in place, with codes of ethics for directors and officers.

• Stock ownership guidelines require non-employee directors to hold stock valued at four times their annual cash fee.