Rithm Capital (RITM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, to vote on director elections, auditor appointment, and executive compensation.

• Proxy materials available online and voting encouraged via internet, phone, or mail.

• Board recommends voting for all proposals and nominees.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors, approving Ernst & Young LLP as auditor for 2025, and a non-binding advisory vote on executive compensation.

• Shareholders of record as of April 1, 2025, are eligible to vote.

• Proposals for the 2026 annual meeting must be received between January 22 and February 21, 2026.

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 of independent directors.

• Corporate governance guidelines, codes of ethics, and whistleblower policies are in place and available online.

• Succession planning for CEO and senior management is overseen by the Nominating and Corporate Governance Committee.