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Equity Compensation Plans
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Compensation Plans Equity Compensation Plans
At December 31, 2024 and 2023, 7,027,251 and 10,211,459 shares of common stock, respectively, were available for grant under our Incentive Plan. The unamortized compensation cost of awards issued under the Incentive Plan, which are settled by delivery of shares of common stock, and purchases under the Employee Stock Purchase Plan, totaled $40 million at December 31, 2024, as shown in the following table.
Table 21.1 – Activities of Equity Compensation Costs by Award Type
Year Ended December 31, 2024
(In Thousands)Restricted Stock UnitsDeferred Stock UnitsPerformance Stock UnitsEmployee Stock Purchase PlanTotal
Unrecognized compensation cost at beginning of year$3,166 $18,920 $15,519 $— $37,605 
Equity grants7,047 10,559 7,942 207 25,755 
Performance-based valuation adjustment— — (1,626)— (1,626)
Equity grant forfeitures(781)(1,147)— — (1,928)
Equity compensation expense(2,448)(10,702)(5,995)(207)(19,352)
Unrecognized Compensation Cost at End of Year$6,984 $17,630 $15,840 $— $40,454 
At December 31, 2024, the weighted average amortization period remaining for all of our equity awards was less than two years.
Restricted Stock Awards ("RSAs")
As of December 31, 2024, there were no restricted stock awards outstanding or any remaining unrecognized compensation costs related to these awards. The expenses recorded for RSAs were zero, zero, and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Restricted Stock Units ("RSUs")
The following table summarizes the activities related to RSUs for the years ended December 31, 2024, 2023, and 2022.
Table 21.2 – Restricted Stock Units Activities
 Years Ended December 31,
 202420232022
 SharesWeighted
Average
Grant Date
Fair Value
SharesWeighted
Average
Grant Date
Fair Value
SharesWeighted
Average
Grant Date
Fair Value
Outstanding at beginning of year593,570 $8.79 806,119 $9.22 431,072 $11.55 
Granted1,027,640 6.86 275,005 7.88 558,388 8.38 
Vested(297,320)8.56 (354,813)9.21 (134,426)12.56 
Forfeited(99,816)7.51 (132,741)8.40 (48,915)11.04 
Outstanding at End of Year1,224,074 $7.32 593,570 $8.79 806,119 $9.22 
We generally grant RSUs annually, as part of our compensation process. In addition, RSUs are granted from time to time in connection with hiring and promotions. RSUs generally vest over the course of a four-year vesting period, and are distributed annually, at the end of each vesting period.
The expenses recorded for RSUs were $2 million, $3 million, and $3 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $7 million of unrecognized compensation cost related to unvested RSUs. This cost will be recognized over a weighted average period of less than 2 years. Restrictions on shares underlying RSUs outstanding lapse through 2028.
Deferred Stock Units (“DSUs”)
The following table summarizes the activities related to DSUs for the years ended December 31, 2024, 2023, and 2022.
Table 21.3 – Deferred Stock Units Activities
 Years Ended December 31,
 202420232022
 UnitsWeighted
Average
Grant Date
Fair Value
UnitsWeighted
Average
Grant Date
Fair Value
UnitsWeighted
Average
Grant Date
Fair Value
Outstanding at beginning of year4,821,172 $10.13 4,831,338 $11.31 4,022,088 $12.93 
Granted1,698,285 6.56 1,499,621 7.77 1,759,344 8.83 
Distributions(893,801)10.07 (1,459,666)11.71 (551,401)11.35 
Forfeitures(115,715)8.36 (50,121)7.54 (398,693)12.07 
Balance at End of Year5,509,941 $9.07 4,821,172 $10.13 4,831,338 $11.31 
We generally grant DSUs annually, as part of our compensation process. In addition, DSUs are granted from time to time in connection with hiring and promotions and in lieu of the payment in cash of a portion of annual bonuses earned. DSUs generally vest over the course of a four-year vesting period, and are distributed after the end of the final vesting period or after an employee is terminated. At December 31, 2024 and 2023, the number of outstanding DSUs that were unvested was 3,011,071 and 2,536,692, respectively, and the weighted average grant-date fair value of these unvested DSUs was $7.71 and $9.05 at December 31, 2024 and 2023, respectively. Unvested DSUs at December 31, 2024 will vest through 2028.
Expenses related to DSUs were $11 million, $11 million, and $13 million for the years ended December 31, 2024, 2023, and 2022, respectively. At December 31, 2024, there was $18 million of unrecognized compensation cost related to unvested DSUs. This cost will be recognized over a weighted average period of less than 2 years.
Performance Stock Units (“PSUs”)
During the years ended December 31, 2024, 2023, and 2022, the Company granted PSUs to certain executive officers that had been approved by the Compensation Committee as part of the annual compensation process. PSUs generally have performance-based vesting over the course of a three-year vesting/performance period and, subject to meeting certain performance criteria, will vest and be distributed after the end of the vesting period.
The grant date fair value of the PSUs was determined through a Monte-Carlo simulation using the following assumptions: (i) the common stock closing price at the grant date for Redwood and each member of the comparator group, (ii) the average closing price of the common stock price for the 60 trading days at the beginning of each calendar year for Redwood and each member of the comparator group, (iii) the range of performance-based vesting based on absolute total shareholder return (“TSR”) over three years from the grant date, (iv) an implied volatility assumption based on historical volatility, (v) a risk-free rate for the period interpolated from the U.S. Treasury yield curve on grant date and (vi) a dividend yield equivalent to reinvesting the dividends over the three-year performance period.
With respect to the vesting of the 2024, 2023, and 2022 PSU awards:
First, vesting would range from 0% - 250% of two-thirds of the Target PSUs 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 PSUs vesting if three-year bvTSR is 25%.
Second, vesting would range from 0% - 250% of one-third of the Target PSUs 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 PSUs 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 PSUs, 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 PSUs.
The following table summarizes the activities related to PSUs for the years ended December 31, 2024, 2023, and 2022.
Table 21.4 – Performance Stock Unit Activities
 Years Ended December 31,
 202420232022
 UnitsWeighted
Average
Grant Date
Fair Value
UnitsWeighted
Average
Grant Date
Fair Value
UnitsWeighted
Average
Grant Date
Fair Value
Outstanding at beginning of year3,072,039 $10.32 2,354,002 $11.75 1,473,883 $14.48 
Granted1,058,644 7.50 993,868 8.81 1,086,153 9.09 
Vested(473,845)10.42 (275,831)17.13 (206,034)17.23 
Forfeitures— — — — — — 
Balance at End of Year3,656,838 $9.49 3,072,039 $10.32 2,354,002 $11.75 
Expenses related to PSUs were $6 million, $4 million, and $4 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, there was $16 million of unrecognized compensation cost related to unvested PSUs. During 2024, for PSUs granted in 2022 and 2021, we adjusted the cumulative expected amortization expense down by $2 million to reflect our revised vesting estimates.
The end of the vesting period for 518,173 target PSU awards that were granted in 2021 was January 1, 2025, and based upon the performance-based vesting criteria of these awards, approximately 180,000 shares of our common stock underlying these PSUs
qualified for vesting, subject to approval by our Board of Directors during the first quarter of 2025. For 473,845 target PSU awards that were granted in December 2020, the performance vesting period ended on January 1, 2024. Based upon the performance-based vesting criteria of these awards, 564,975 shares of our common stock underlying these PSU vested and were distributed during the second quarter of 2024.
Executive Deferred Compensation Plan
The following table summarizes the outstanding liability and activities related to the EDCP for the years ended December 31, 2024, 2023, and 2022.
Table 21.5 – EDCP Payable and Activities
 Years Ended December 31,
(In Thousands)202420232022
Balance at beginning of year$3,198 $3,307 $2,730 
New deferrals951 1,069 1,083 
Accrued interest168 155 108 
Withdrawals(1,075)(1,333)(614)
Balance at End of Year$3,242 $3,198 $3,307 
In 2023, our Board of Directors approved an amendment to the EDCP to increase by 100,000 shares the shares available to allow non-employee directors to defer certain cash payments and dividends into DSUs. At December 31, 2024, there were 82,395 shares available for grant under this plan.