Redwood Trust (RWT) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, with voting on director elections, auditor ratification, executive compensation, and an amendment to the 2014 Incentive Award Plan.

• Proxy materials are primarily distributed electronically to reduce costs and waste.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, ratifying Grant Thornton LLP as auditor, approving executive compensation (say-on-pay), and amending the 2014 Incentive Award Plan to add 8.5 million shares.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• Board will reduce from nine to eight members after the 2026 meeting due to a retirement.

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

• Board leadership is separated from the CEO role, with regular executive sessions and annual self-evaluations.

• Mandatory retirement age and tenure limits are in place for directors, with scheduled leadership rotation.

• Stock ownership requirements apply to directors and executives.