Components of Operating Expenses

3 Months Ended

Mar. 31, 2023

Other Income and Expenses [Abstract]

Components of our general and administrative expenses, loan acquisition costs, and other expenses for the three months ended March 31, 2023 and 2022 are presented in the following table.

Table 22.1 – Components of Operating Expenses


	Three Months Ended March 31,
(In Thousands)	2023		2022
General and Administrative Expenses
Fixed compensation expense (1)	$	15,359	$	14,628
Annual variable compensation expense	4,005		3,357
Long-term incentive award expense (2)	7,942		5,660
Systems and consulting	3,112		3,184
Office costs	2,040		2,025
Accounting and legal	919		1,675
Corporate costs	929		864
Other	1,249		1,883
Total General and Administrative Expenses	35,555		33,276

Portfolio Management Costs	3,510		1,578

Loan Acquisition Costs	1,289		4,465

Other Expenses

Amortization of purchase-related intangible assets	3,107		3,534

Other	577		551
Total Other Expenses	3,684		4,085
Total Operating Expenses	$	44,038	$	43,404

(1)Includes $1 million of severance and transition-related expenses for the three months ended March 31, 2023.

(2)For the three months ended March 31, 2023 and 2022, long-term incentive award expense included $6 million and $5 million of expense for awards settleable in shares of our common stock, and $2 million and $1 million of expense for awards settleable in cash, respectively.

Long-Term Cash-Based Awards

During the three months ended March 31, 2023, there were no long-term cash-based retention awards granted to employees. Cash-based retention awards were granted to certain executive and non-executive employees in 2020, 2021 and 2022 that each vest over three-year periods, and are subject to continued employment through the vesting periods through 2025. At March 31, 2023 and December 31, 2022, the unamortized compensation cost of long-term cash-based awards was $2 million and $3 million, respectively.

Cash Settled Deferred Stock Units

During the three months ended March 31, 2023, there were no cash-settled deferred stock units granted to employees. Cash-settled deferred stock units that were granted in 2020, 2021 and 2022 and each vest over four-year periods and are subject to continued employment through the vesting periods through 2026. At March 31, 2023 and December 31, 2022, the unamortized compensation cost of cash-settled deferred stock units was $5 million and $5 million, respectively. The unamortized compensation cost is adjusted for changes in the value of our common stock at the end of each reporting period. These awards are classified as liabilities in Accrued expenses and other liabilities on our consolidated balance sheets, and are being amortized over their respective vesting periods on a straight-line basis, adjusted for changes in the value of our common stock at the end of each reporting period.

Cash Settled Performance Stock Units

During the three months ended March 31, 2023, $6 million of cash-settled performance stock units ("csPSUs") were granted to certain executive and non-executive employees which vest over approximately three years through January 1, 2026. The target number of csPSUs that were granted totaled 663,499 units based on a per unit grant-date fair value of $9.75. The equivalent number of underlying shares of common stock that vest and that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 250% of the target number of csPSUs granted, with the target number of csPSUs granted being adjusted to reflect the value of any dividends declared on our common stock during the vesting period. Upon vesting, the recipient will receive the settlement of the vested shares in cash based on the closing market price of our common stock on the final vesting date. These awards are classified as liabilities in Accrued expenses and other liabilities on our consolidated balance sheets, and are being amortized over their respective vesting periods on a straight-line basis, adjusted for changes in the value of the csPSUs at the end of each reporting period. At March 31, 2023, unamortized compensation cost of the csPSUs was $5 million.

The grant date fair value of these csPSUs of $9.75 per unit was determined through Monte-Carlo simulations using the following assumptions: the common stock closing price at the grant date for Redwood and each member of the comparator group, the average closing price of the common stock price for the 60 trading days beginning January 1, 2023 for Redwood and each member of the comparator group, and the range of performance-based vesting based on absolute TSR over three years from the grant date. For this csPSU grant, an implied volatility assumption of 71% (based on historical volatility), a risk-free rate of 4.23% (the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs) were used.

With respect to the csPSU awards granted during three months ended March 31, 2023:

•First, vesting would range from 0% - 250% of two-thirds of the Target csPSUs granted based on the level of book value total shareholder return ("bvTSR") attained over the three-year vesting period, with 100% of this two-thirds of the Target csPSUs vesting if three-year bvTSR is 25%. bvTSR is defined as the percentage by which our book value "per share price" has increased or decreased as of the last day of the three-year vesting period relative to the first day of such vesting period, adjusted to reflect the reinvestment of all dividends declared and/or paid on our common stock.

•Second, vesting would range from 0% - 250% of one-third of the Target csPSUs granted based on Redwood’s relative total shareholder return (“rTSR”) against a comparator group of companies measured over the three-year vesting period, with 100% of this one-third of the Target csPSUs vesting if three-year rTSR corresponds to 55th percentile rTSR.

•Third, if the aggregate vesting level after steps one and two is greater than 100% of the Target csPSUs, but the Company's absolute total shareholder return ("TSR") is negative over the three-year performance period, vesting would be capped at 100% of Target csPSUs. TSR is defined as the percentage by which our common stock “per share price” has increased or decreased as of the last day of the three-year vesting period relative to the first day of such vesting period, adjusted to reflect the reinvestment of all dividends declared and/or paid on our common stock.

Refer to Note 22 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, for additional information regarding long-term cash-based awards and cash-settled deferred stock units.