Rithm Property Trust Inc.

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alternatives more generally, and then evaluated and recommended approval of the Strategic Transaction. The Special Committee consisted of Paul Friedman (chairperson), John Condas, Kirk Ogren and Mary Haggerty, and engaged its own financial adviser and counsel, and was disbanded following the closing of the Strategic Transaction.

Board and Committee Meetings

In 2024, the Board met 14 times, the Audit Committee met four times, the Compensation Committee met two times and the Nominating and Corporate Governance Committee met four times, each including telephonic meetings. The Investment Supervisory Committee held no meetings, and the Special Committee held two meetings in 2024. Each director attended more than 75% of Board and applicable committee meetings.

Directors are expected to attend, in person or by telephone, all Board meetings and meetings of committees on which they serve. Directors are expected to attend each annual meeting of stockholders.

Risk Management and Oversight Process

The Board is responsible for understanding the primary risks of RPT’s business. Each of its standing committees are involved in overseeing and reviewing certain risks within the scope of their respective responsibilities, including those described below.

Audit Committee

The Board and the Audit Committee monitor our credit risk, liquidity risk, regulatory risk, cybersecurity risk, operational risk and enterprise risk by regular reviews with management and independent auditors. Specifically, the Audit Committees oversees the following:

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In its periodic meetings with independent auditors, the Audit Committee discussed the scope and plan for any internal audit and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs.

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The Audit Committee also discusses with our independent auditors the external audit scope, the independent auditing firm’s responsibility under applicable requirements, including the Standards of the Public Company Accounting Oversight Board, accounting policies and practices and other required communications.

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The Audit Committee and, where appropriate, the independent members of the Board, review and approve related party transactions under our Related Party Transactions Policy.

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The Audit Committee reviews IT security controls with management and evaluates the adequacy of RPT’s and its Manager’s security programs, compliance and controls.

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Nominating and Corporate Governance Committee

The Board and the Nominating and Corporate Governance Committee monitor RPT’s governance and succession risks by regular reviews with management.

Compensation Committee

The Board and the Compensation Committee monitor our compensation policies and related risks by regular reviews with management.

The Board’s role in risk oversight is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management of the Manager that perform services for us having responsibility for assessing and managing our risk exposure, and with the Board and its committees providing oversight in connection with these efforts.

Director Selection Process

The Nominating and Corporate Governance Committee is responsible for, among other things, the selection and recommendation to the Board of nominees for election as directors. In accordance with the