Business Context and Reporting Period
This Form 8-K Current Report was filed by Redwood Trust, Inc. on December 9, 2009. The report discloses the approval of compensation terms for a newly appointed executive officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation details.
Material Changes
The primary material change reported is the formalization of the compensation package for Diane L. Merdian, who was previously appointed as Chief Financial Officer (CFO) effective March 2010. The Compensation Committee approved the following terms on December 9, 2009:
- Base Salary: $400,000 annual for 2010.
- Cash Incentive: Target of 75% of base salary for 2010, pro-rated for the employment period and subject to performance metrics.
- Equity Award: Deferred stock units with a market value of $500,000 at commencement, vesting over four years.
- Relocation Allowance: $200,000 for relocation and transition expenses.
- Discretionary Award: Eligibility for a 2010 year-end equity award at the Committee's discretion.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies beyond the standard disclosure of the executive appointment.
Investor Verification Checklist
- Verify the exact commencement date of Ms. Merdian's employment to calculate the pro-rated cash incentive.
- Review the Company's 2009 Proxy Statement (filed April 3, 2009) to understand the specific performance metrics tied to the cash incentive.
- Confirm the stock price at the time of employment commencement to determine the number of deferred stock units granted for the $500,000 award.
- Monitor future filings for the actual vesting schedule and any discretionary year-end equity awards.