Independent
Tenure on this board
24.4 yrs
8 nominees · 4 ballot items.
Election of eight directors; ratification of Grant Thornton LLP as independent auditor; advisory (non-binding) approval of named executive officer compensation (“Say-on-Pay”); and approval of an amendment to increase the share reserve under the Second Amended and Restated 2014 Incentive Award Plan by 8,500,000 shares.
Elect eight nominees (Greg H. Kubicek; Christopher J. Abate; Doneene K. Damon; Armando Falcon; Douglas B. Hansen; Debora D. Horvath; Dashiell I. Robinson; Faith A. Schwartz) to serve as directors until the 2027 annual meeting.
Ratify the Audit Committee’s selection of Grant Thornton LLP as Redwood’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of Redwood’s named executive officers as disclosed in the proxy (Compensation Discussion & Analysis and related tables).
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of Redwood’s named executive officers as disclosed in the proxy materials, including the Compensation Discussion & Analysis and executive compensation tables. Management seeks this advisory approval as a signal of stockholder support for its executive pay program, which it describes as performance-based and intended to align executive incentives with long-term stockholder returns through a mix of annual cash bonuses and multi-year equity awards. The Compensation Committee sets targets using a combination of non-GAAP ROE metrics (Adjusted ROE and Adjusted EAD ROE), mortgage-banking revenue growth, and individual performance, and it uses multi-year PSUs tied to Core Segments EAD ROE and relative TSR to align long-term pay with sustained operational performance and relative market performance. The Board emphasizes its outreach to institutional investors and says it incorporated shareholder feedback into program design (including a 25% reduction in grant-date fair value of year-end long-term awards for 2025 and reductions to maximum annual bonus caps), which it cites in support of the recommendation. Because the vote is advisory, management cannot change pay directly as a result of the vote, but high or low support can influence future program design and disclosure; Redwood received ~90% Say-on-Pay support in 2025, indicating broad shareholder backing. The Board recommends a vote FOR on the basis that the program balances pay-for-performance, retention, and alignment with stockholder interests while seeking to mitigate inappropriate risk through vesting, holding periods, clawback policies, and other governance features. Analysts evaluating the proposal should weigh the described performance measures and outcomes (including strong mortgage banking growth offset by legacy portfolio impacts in 2025) against realized pay outcomes and company-specific context such as dividend policy, REIT structure, and recent changes to incentive plan design. The advisory nature of the vote and the Company’s ongoing engagement with investors mean future adjustments are likely to reflect voting outcomes and investor feedback, so investors should consider both the current program mechanics and the responsiveness of management and the Compensation Committee when assessing this proposal.
Approve an amendment to Redwood’s 2014 Incentive Award Plan to increase the number of shares available for issuance by 8,500,000 shares to provide capacity for future equity-based awards and to satisfy NYSE and Section 422 Code requirements.
This proposal asks shareholders to approve a discrete increase of 8.5 million shares to the share reserve available under Redwood’s 2014 Incentive Award Plan, a change the Board says is required to satisfy NYSE listing and Section 422 Code requirements (to enable future grants of incentive stock options). Management frames the request as a pragmatic step to preserve the Company’s ability to grant equity-based awards necessary for competitive executive and employee compensation, retention, and long-term alignment, while noting governance safeguards in the Plan (no evergreen provision, anti-recycling provisions, director award limits, clawback language, and double-trigger change-in-control vesting). The Board discloses its view that, if approved, the amendment should provide approximately three to four years of share capacity under reasonable assumptions and that the overhang (outstanding plus available) would be ~11.2% as of March 27, 2026 — a relevant dilution metric for investors to weigh. The proposal is a forward-looking authorization: approval does not mandate immediate large grants but preserves flexibility for the Compensation Committee to make future awards consistent with shareholder-approved plan terms and with continued oversight of dilution and burn rate. The Board recommends FOR, citing the need for capacity to implement its compensation programs, including long-term performance stock units and deferred stock units, and to maintain compliance with regulatory and tax requirements. A sophisticated analyst should balance the governance safeguards and the Company’s disclosure of planned pacing and burn rate against the dilutive impact and consider the Company’s strategic need for equity (given REIT structure, reliance on equity-linked retention mechanisms, and recent reductions in award values following shareholder engagement). The vote therefore trades immediate dilution risk against the operational flexibility required to execute long-term incentive programs that management argues are essential for aligning management and shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.7% | 14,668,849 | $82M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 8.5% | 10,581,303 | $59M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 5,707,290 | $32M |
| 4 | STATE STREET CORP | 4.0% | 4,962,322 | $28M |
| 5 | BlackRock, Inc. | 3.2% | 4,052,654 | $23M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.5% | 3,154,344 | $18M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.3% | 2,909,734 | $16M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 2,687,253 | $15M |
| 9 | Invesco Ltd. | 2.1% | 2,640,941 | $15M |
| 10 | Capital World Investors | 2.0% | 2,562,000 | $14M |
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