CorporateGovernance

Ensuring proper corporate governance

We take corporate governance seriously and are committed to ethical practices that ensure the best outcomes and value for our shareholders. Guided by our Corporate Governance Standards, we take a number of steps to ensure proper governance.

Independent Board Chair

We separate the Chairman and Chief Executive Officer roles. The Chairman of the Board of Directors presides over meetings of the Board and serves as a liaison between the Board and management of Redwood.

Director Qualifications

Each member of our Board of Directors must exhibit high standards of integrity, commitment, and independence of thought and judgment, and must be committed to promoting the best interests of Redwood. Most of the directors on the Board are independent, and each of the Audit, Compensation, and Governance and Nominating Committees are comprised solely of independent directors. Our Governance Standards provide that the members of our Board should collectively possess a broad range of talent, skill, expertise, background and life experience useful to effective oversight of our business and affairs and sufficient to provide sound and prudent guidance with respect to our operations and interests. The Board considers diversity as broadly construed to mean a variety of identities, perspectives, personal and professional experiences and backgrounds. This can be represented in characteristics that include but are not limited to race, ethnicity, national origin, gender and sexual orientation.

Board of Directors Self-Evaluation

Our Board evaluates its performance through annual self-assessments at the Board and Committee levels, as well as through annual individual director self-assessments that include one-on-one meetings conducted by the Chairman with each of the other directors. The Chairman is evaluated by the Chair of the Governance and Nominating Committee. These self-assessments include analysis of the effectiveness of the Board, its Committees and its directors, how they are functioning and areas of potential improvement.

Required Stock Ownership by Directors

Non-employee directors are required to purchase from their own funds at least $50,000 of our common stock within three years from the date of commencement of their Board membership. They also are required to own at least $425,000 of our common stock within five years of joining the Board.

Code of Ethics

Our Code provides a framework for operating standards and business ethics at Redwood and outlines what we expect of officers, directors and employees. We prohibit conflicts of interest and require fair dealing and confidentiality. We require employees, officers, and directors to report illegal or unethical behavior, including violations of applicable law or the Code of Ethics. Our employee ethics and compliance hotline allows Redwood employees to confidentially and anonymously voice concerns regarding violations of the law or Redwood’s Code of Ethics, including workplace harassment, or questionable accounting or auditing matters.

Governance Overview

Committee Composition

Governance Documents

Governance Overview

Redwood’s Board of Directors and senior management team are committed to effective corporate governance. To achieve this, the Board maintains three standing committees: the Audit Committee, the Governance and Nominating Committee, and the Compensation Committee. The Board and its three committees conduct regularly scheduled meetings and may also hold special meetings, to review key business initiatives and opportunities. We also have a Code of Ethics and a set of Corporate Governance Standards that provide a framework for operating standards and ethics at Redwood outlining what we expect of all our officers, directors, and employees. Good corporate governance is not simply corporate compliance; it is also maintaining practices that represent strong business ethics.

The Board has the following three Committees, all of which are comprised solely of independent non-employee directors:

  • The Audit Committee provides assistance to Redwood’s directors and management in fulfilling their responsibility to the stockholders, potential stockholders, and the investment community relating to corporate accounting, reporting practices of Redwood, the quality and integrity of the financial reports and controls of Redwood, the auditors’ qualifications and independence, the performance of the auditors and internal audit function, and the compliance by Redwood with legal and regulatory matters.
  • The Governance and Nominating Committee considers and develops governance principles for the Company and establishes the requirements and qualifications for members of the Board. In consultation with the Chairman, the committee recommends candidates for election to the Company’s Board of Directors.
  • The Compensation Committee has oversight responsibility for the compensation and benefit programs for executive officers and other employees, and advises the Board on director compensation.

The Company’s Code of Ethics set forth the guiding principles of business ethics and certain legal requirements applicable to our Board of Directors and all employees. Anyone can report an ethics or compliance concern or violation by calling our Ethics and Compliance Hotline at 800-743-4706 or emailing ethicscompliancehotline@redwoodtrust.com.

The Company’s Corporate Governance Standards set forth the guiding principles of the responsibilities of the Board of Directors.

The Company’s Policy Regarding Majority Voting sets forth policies relating to majority voting for Directors in uncontested elections.

Richard D. Baum
Chairman of the Board, Compensation Committee
Chairman of the Board, Governance & Nominating Committee
Greg H. Kubicek
Chairperson, Audit Committee
Member, Compensation Committee
Armando Falcon
Member, Compensation Committee
Member, Governance & Nominating Committee
Debora D. Horvath
Member, Audit Committee
Member, Compensation Committee
George W. Madison
Member, Audit Committee
Member, Governance & Nominating Committee
Jeffrey T. Pero
Member, Compensation Committee
Chairperson, Governance & Nominating Committee
Georganne C. Proctor
Financial Expert, Audit Committee
Chairperson, Compensation Committee
Faith A. Schwartz
Member, Audit Committee
Member, Governance & Nominating Committee
Audit Committee Compensation Committee Governance & Nominating Committee
Richard D. Baum
Greg H. Kubicek
Armando Falcon
Debora D. Horvath
George W. Madison
Jeffrey T. Pero
Georganne C. Proctor
Faith A. Schwartz

Key

Financial Expert
Chairman of the Board
Chairperson
Member
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