Business Context and Reporting Period
Company: Redwood Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 18, 2014
Event: Election of a new Director to fill a vacancy created by increasing the Board size from eight to nine members.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a corporate governance report regarding board composition.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to nine directors.
- New Appointment: Karen R. Pallotta was elected to the Board of Directors.
- Committee Assignments: Ms. Pallotta is expected to be named to certain standing committees prior to the 2015 Annual Meeting of Stockholders.
Management Commentary and Background
New Director Profile: Karen R. Pallotta brings over 20 years of experience from Fannie Mae, where she retired in 2011 as Executive Vice President of the Single Family Credit Guaranty business. During the financial crisis and subsequent conservatorship, she managed a portfolio comprising more than $2.5 trillion in guaranteed mortgages and mortgage-backed securities.
Compensation and Agreements: Ms. Pallotta will receive compensation consistent with the summary of arrangements for non-employee directors outlined in the 2014 Proxy Statement, including a prorated amount for 2014 and 2015. An indemnification agreement has been entered into, requiring the Company to indemnify and advance expenses to Ms. Pallotta to the maximum extent permitted by Maryland law.
Investor Verification Checklist
- Verify the specific standing committees Ms. Pallotta joins prior to the 2015 Annual Meeting.
- Review the 2014 Proxy Statement (filed March 21, 2014) for details on non-employee director compensation structures.
- Confirm the effective date of the indemnification agreement referenced in Exhibit 99.3.