Rithm Property Trust Inc.

For the period ended May 20, 2024. Filed Apr 10, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2024 · Filed Apr 10, 2024

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RPT$11.00-0.9%Stored close · as of Nov 6, 2026

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Contents

Pay Versus Performance

Options Exercises and Stock Vested during 2023

· · · Option awards · · · Stock awards ·
Name · · · Number of shares acquired on exercise (#) · · · Value realized on exercise ($) · · · Number of shares acquired on vesting (#) · · · Value realized on vesting(1) ($) ·
Lawrence Mendelsohn	—	—	9,833	110,102
Mary Doyle	—	—	7,333	78.940
Russell Schaub	—	—	5,333	58,020

(1)

Realized value on vesting is based on grant date fair value.

Pay Versus Performance

Compensation paid to Great Ajax’s Chief Executive Officer and other named executives were calculated based on shares granted each year using the grant date stock price and adjusted for any previously issued shares that were unvested and fully vested each year and considered any dividends that have been paid. The following table summarizes the compensation paid to Great Ajax’s Chief Executive Officer and other named executives and company performance measures.

· · · Summary compensation table total for PEO(1) ($) · · · Compensation actually paid to PEO(1)(4) ($) · · · Average summary compensation table total for non-PEO named executive officers(2) ($) · · · Average compensation actually paid to non-PEO named executive officers(1)(5) ($) · · · Value of initial fixed $100 investment based on: · · · Net (loss)/incomeattributabletocommonstockholders($) · · · Company selected measure book value ($) ·
Year · · · Total stockholder return ($) · · · Peer group total stockholder return(3) ($) ·
2023	—	(21,891)	—	(8,975)	100	49	(49,261)	9.99
2022	167,360	61,758	52,300	(5,553)	109	48	(14,850)	13.00
2021	179,060	226,653	102,320	140,977	143	73	41,775	15.92
2020	38,200	(6,345)	76,400	77,247	118	69	33,608	15.59

(1)

Lawrence Mendelsohn, Great Ajax’s CEO, was Great Ajax’s principal executive officer.

(2)

Includes compensation for Ms. Doyle and Mr. Schaub.

(3)

Great Ajax’s peer group includes FNMR, which includes comparable mortgage REITs and helps provide a benchmark for Great Ajax’s own total stockholder return.

(4)

In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Mendelsohn in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mendelsohn during the applicable year.

Description(a)	2020 ($)		2021 ($)	2022 ($)		2023 ($)
Reported Summary Compensation Table		38,200			179,060		167,360	—
Reported Stock Awards Deduction(b)		38,200			179,060		167,360	—
Equity Award Adjustments(c)		(44,545)			47,593		(105,602)	(21,891)
Compensation Actually Paid		(6,345)			226,653		61,758	(21,891)

(a)

Mr. Mendelsohn received no pension benefits in the fiscal years presented from Great Ajax under defined pension or defined contribution plans.

(b)

Total grant date fair value of equity awards reporting in the “Stock awards” column in the Summary Compensation Table for applicable year.

(c)

For each covered year, the amounts added or deducted in calculated equity award adjustments include:

Year · · · Summary Compensation Amounts ($) · · · Year End Fair Value of Unvested Equity Awards Granted in the Covered Year ($) · · · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) · · · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) · · · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) · · · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) · · · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) · · · Total Equity Award Adjustments ($) ·
2023	—	—	(36,156)	—	(840)	—	15,105	(21,891)
2022	(167,360)	116,000	(69,935)	—	(9,567)	—	25,260	(105,602)
2021	(179,060)	184,240	19,800	—	9,413	—	13,200	47,593
2020	(38,200)	41,840	(52,200)	23,280	(35,077)	—	15,812	(44,545)

(5)

In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for the executive officers excluding CEO, the following adjustments were made to the amounts reported in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Doyle and Mr. Schaub during the applicable year.

Description(a)	2020 ($)		2021 ($)	2022 ($)		2023 ($)
Reported Summary Compensation Table		76,400			102,320		52,300	—
Reported Stock Awards Deduction(b)		76,400			102,320		52,300	—
Equity Award Adjustments(c)		847			38,657		(57,853)	(8,975)
Compensation Actually Paid		77,247			140,977		(5,553)	(8,975)

(a)

Ms. Doyle and Mr. Schaub received no pension benefits in the fiscal years presented from Great Ajax under defined pension or defined contribution plans.

(b)

Total grant date fair value of equity awards reporting in the “Stock awards” column in the Summary Compensation Table for applicable year.

(c)

For each covered year, the amounts added or deducted in calculated equity award adjustment include:

Year · · · Summary Compensation Amounts ($) · · · Year End Fair Value of Unvested Equity Awards Granted in the Covered Year ($) · · · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) · · · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) · · · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) · · · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) · · · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) · · · Total Equity Award Adjustments ($) ·
2023	—	—	(15,275)	—	(1,680)	—	7.980	(8,975)
2022	(52,300)	36,250	(51,220)	—	(4,783)	—	14,200	(57,853)
2021	(102,320)	105,280	20,700	—	4,707	—	10,290	38,657
2020	(76,400)	83,680	(26,100)	18,224	(8,253)	—	9,696	847

Relationship Between “Compensation Actually Paid” and Performance Measures

The descriptions below describe the relationship of “compensation actually paid” to Great Ajax’s CEO and executive officers to the total stockholder return, net income and Company selected measure book value across the years ended December 31, 2023, 2022, 2021 and 2020.

Total Stockholder Return

Compensation actually paid to Great Ajax’s CEO for the years ended December 31, 2023, 2022, 2021 and 2020 was $(22) thousand, $0.1 million, $0.2 million and $(6) thousand, respectively. Compensation actually paid to executive officers excluding the CEO for the years ended December 31, 2023, 2022, 2021 and 2020 was approximately $(9) thousand, $(6) thousand, $0.1 million and $77 thousand, respectively. The calculation to determine compensation actually paid to Great Ajax’s CEO and executive officers is detailed above and is calculated in accordance with item 402(v)(2)(iii) of Regulation S-K. Great Ajax’s cumulative total stockholder return (“TSR”), which is calculated off an initial fixed $100 investment for the last three completed fiscal years was $100.21, $108.64, $143.29 and $118.21, respectively. The Compensation Comparison Group (“CCG”) TSR, which is calculated off the same initial fixed $100 investment for the same four-year period was $48.61, $47.74, $73.00 and $68.64, respectively. Great Ajax used FNMR for its CCG TSR, which contains comparable mortgage REITs and helps provide a benchmark for Great Ajax’s own total stockholder return.

Compensation actually paid to Great Ajax’s CEO, Great Ajax’s TSR and CCG TSR all decreased for the year ended December 31, 2023 versus 2022 and for the year ended December 31, 2022 versus 2021. In comparison compensation actually paid to Great Ajax’s CEO, Great Ajax’s TSR and CCG TSR all increased for the year ended December 31, 2021 versus 2020. Similarly, compensation actually paid to Great Ajax’s executive officers excluding the CEO, Great Ajax’s TSR and CCG TSR all decreased for the year ended December 31, 2023 versus 2022 and for the year ended December 31, 2022 versus 2021. In comparison compensation actually paid to Great Ajax’s executive officers excluding the CEO, Great Ajax’s TSR and CCG TSR all increased for the year ended December 31, 2021 versus 2020.

Net Income

Great Ajax had consolidated net losses for the years ended December 31, 2023 and 2022 of $(47) thousand and $(15) thousand, respectively, and consolidated net income attributable to common stockholders of $42 thousand and $34 thousand for the years ended 2021 and 2020, respectively. The compensation actually paid to Great Ajax’s CEO and Great Ajax’s consolidated net loss/income decreased for the years ended December 31, 2023, 2022 and 2021. Great Ajax’s consolidated net income attributable to common stockholders increased for the year ended December 31, 2021 vs 2020. Similarly, this was the same trend for compensation actually paid to Great Ajax’s executive officers excluding the CEO and Great Ajax’s consolidated net loss/income attributable to common stockholders for the same comparative years.

Company-Selected Measure: Book Value

Great Ajax’s book value was $9.99, $13.00, $15.92 and $15.59 as of December 31, 2023, 2022, 2021 and 2020, respectively. The compensation actually paid to Great Ajax’s CEO and Great Ajax’s book value decreased for the years ended December 31, 2023, 2022 and 2021. Great Ajax’s book value increased for the year ended December 31, 2021 vs 2020. Similarly, this was the same trend for compensation actually paid to Great Ajax’s executive officers excluding the CEO and Great Ajax’s book value for the same comparative years.

Tabular List of Financial Performance Measures

We have identified the following performance measures, which the Compensation Committee considered, among others, when making executive compensation decisions for performance year 2023, in response to the Tabular List disclosure requirement pursuant to Item 402(v)(6) of Regulation S-K.

Book Value

Distributable Earnings

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