UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
_______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 25, 2010
REDWOOD
TRUST, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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001-13759
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68-0329422
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
|
|
Identification
No.)
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One
Belvedere Place
Suite
300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415)
389-7373
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
_______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02.
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Compensatory
Arrangements of Certain Officers.
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At
meetings held on December 9, 2009 and January 25, 2010, the Compensation
Committee of the Board of Directors of Redwood Trust, Inc. (the “Company”)
considered and approved the following 2009 compensation matters for the
executive officers of the Company noted below. Further disclosure
regarding these and other compensation matters will be included in the
Compensation Discussion and Analysis section of the Company’s annual proxy
statement to be filed with the SEC in advance of the Company’s 2010 annual
shareholders’ meeting.
As a 2009
annual bonus, the Compensation Committee determined that:
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·
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Mr.
George Bull, Chairman and Chief Executive Officer, would receive an annual
bonus consisting of a cash payment of $2.1 million and an award of vested
deferred stock units with a grant date fair value of
$881,000;
|
|
·
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Mr.
Martin Hughes, President, Co-Chief Operating Officer, and Chief Financial
Officer, would receive an annual bonus consisting of a cash payment of
$1.5 million and an award of vested deferred stock units with a grant date
fair value of $325,000;
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·
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Mr.
Brett Nicholas, Co-Chief Operating Officer and Chief Investment Officer,
would receive an annual bonus consisting of a cash payment of $1.5 million
and an award of vested deferred stock units with a grant date fair value
of $325,000;
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·
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Mr.
Harold Zagunis, Chief Risk Officer, would receive an annual bonus
consisting of a cash payment of $737,000;
and
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·
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Mr.
Christopher Abate, Controller, would receive an annual bonus consisting of
a cash payment of $130,000.
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With
respect to each of the annual bonus payments described above, a portion of the
bonus payment was determined based upon the Committee’s review of the financial
performance of the Company and a portion of the bonus payment was determined
based upon the Committee’s review of each executive officer’s individual
performance. Determinations based on the financial performance of the
Company were based on the previously disclosed Company performance bonus formula
as adjusted on a one-time basis to reflect certain accounting adjustments that
relate to and will impact the Company’s 2009 reported financial
results. These bonus payments are scheduled to be paid or granted, as
applicable, on February 25, 2010, subject to the completion of the audit of the
Company’s 2009 financial statements.
In
addition, in accordance with its previously disclosed policy and practice, the
Compensation Committee made 2009 year-end long-term equity grants to each of the
executive officers in the form of deferred stock units subject to a pro-rata
vesting schedule over a four year period as follows:
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·
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Mr.
George Bull, Chairman and Chief Executive Officer, received an award of
deferred stock units on December 9, 2009 with a grant date fair value of
$2,500,000;
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·
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Mr.
Martin Hughes, President, Co-Chief Operating Officer, and Chief Financial
Officer, received an award of deferred stock units on December 9, 2009
with a grant date fair value of
$1,100,000;
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·
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Mr.
Brett Nicholas, Co-Chief Operating Officer and Chief Investment Officer,
received an award of deferred stock units on December 9, 2009 with a grant
date fair value of $1,100,000;
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·
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Mr.
Harold Zagunis, Chief Risk Officer, received an award of deferred stock
units on December 9, 2009 with a grant date fair value of $400,000;
and
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·
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Mr.
Christopher Abate, Controller, received an award of deferred stock units
on December 9, 2009 with a grant date fair value of
$85,000.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
January 26, 2010
REDWOOD
TRUST, INC.
Name:
Andrew P. Stone
Title:
General Counsel and Secretary