Redwood Trust (RWT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, with voting on director elections, auditor ratification, and a non-binding say-on-pay resolution.

• Proxy materials are primarily distributed electronically to reduce costs and waste, with paper copies available upon request.

• The record date for voting is March 27, 2025, with 132,982,863 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying Grant Thornton LLP as auditor for 2025, and approving executive compensation on an advisory basis.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

• The board consists of nine directors, with a majority classified as independent under NYSE standards.

• Board leadership is separated between the chair and CEO roles.

• Committees (Audit, Compensation, Governance/Nominating) are composed solely of independent directors.

• Annual self-assessments and mandatory retirement policies support board refreshment.

• Directors are expected to attend annual meetings and comply with stock ownership requirements.

• A Code of Ethics and Insider Trading Policy are in place, with regular reviews and updates.