Armando Falcon
About Armando Falcon
Armando Falcon, age 64, has served as an independent director of Redwood Trust, Inc. (RWT) since March 2021. He is CEO of Falcon Capital Advisors and previously served as Director of the Office of Federal Housing Enterprise Oversight and General Counsel for the U.S. House Committee on Banking and Financial Services. He holds a B.A. from St. Mary’s University, an M.P.P. from Harvard University, and a J.D. from the University of Texas . The Board affirmed his independence in February 2025 under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of Federal Housing Enterprise Oversight (OFHEO) | Director | Prior to 2007 (dates not specified) | Led oversight of housing GSEs |
| U.S. House Committee on Banking & Financial Services | General Counsel | Prior to OFHEO (dates not specified) | Legislative and regulatory counsel |
| Falcon Capital Advisors LLC | Chief Executive Officer | 2007–present | Advises financial services and mortgage firms; process reengineering, regulatory compliance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Structured Finance Association | Director | Current | Industry governance and policy engagement |
| National Association of Hispanic Real Estate Professionals | Advisor to the Board | Current | Advisory role in real estate community |
Board Governance
- Committee assignments:
- Chair, Governance and Nominating Committee
- Member, Audit Committee
- Independence and structure: Board separates Chair and CEO roles; Board Chair (Greg H. Kubicek) is independent . All standing committees are composed solely of independent directors .
- Engagement and attendance:
- 2024 Board meetings: 10; Audit: 8; Compensation: 5; Governance and Nominating: 4 .
- No director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting; directors are expected to attend annual meetings .
- Executive sessions: Non-employee directors meet in executive session at each quarterly Board meeting .
- Risk oversight: Audit Committee oversees financial/operational risks including cybersecurity; receives quarterly risk reports and internal audit updates .
Fixed Compensation
| Component | 2024 | 2025 (structure) |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | $100,000 (effective May 2025 cycle) |
| Committee membership retainer (per committee) | $12,500 | $12,500 |
| Committee chair retainer (Governance) | $20,000 | $20,000 |
| Falcon 2024 cash fees (actual) | $135,000 | — |
- Program features: No standard meeting fees for committee members; invitational payments of $2,000 in-person/$1,000 telephonic for non-members attending a committee meeting .
Performance Compensation
| Equity Component | Grant Value | Vesting/Holding | Notes |
|---|---|---|---|
| Annual DSU grant (May 2024) | $125,000 | Fully vested at grant; generally subject to 3-year holding period; cash dividend equivalents paid | Allocated by closing price on grant day |
| Annual DSU grant (May 2025 planned) | $130,000 | As above | To directors re-elected at 2025 meeting |
| 2024 Stock awards (Falcon actual) | $124,999 | Vested DSUs; holding/deferral via plan rules | ASC 718 valuation; dividends treated in valuation |
Directors do not have performance-linked pay metrics; DSUs are fully vested at grant and subject to holding, not performance hurdles .
Other Directorships & Interlocks
| Company/Body | Type | Linkage/Interlock Considerations |
|---|---|---|
| Structured Finance Association | Industry association (non-public) | RWT executives have historic involvement (CEO Abate chaired SFA board 2019–2021), indicating industry network connectivity rather than a public company interlock |
Expertise & Qualifications
- Government and regulatory leadership; oversight of housing GSEs .
- Mortgage finance, financial services, corporate governance expertise .
- Advanced legal and policy training (MPP, JD) aligned with governance oversight .
Equity Ownership
| Holder | Common Shares | Vested DSUs | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Armando Falcon | 16,810 | 54,942 | 71,752 | <1% (exact: “*”) |
- 2024 DSU distributions: 10,054 DSUs distributed; aggregate value $64,044 (market value at distribution) .
- Director stock ownership requirements: Purchase ≥$50,000 within 3 years; hold common stock/vested DSUs equal to ≥5x annual cash retainer (currently $450,000 equivalent); all non-employee directors are in compliance or within allowed timeframe .
- Alignment safeguards: Insider Trading Policy prohibits hedging, margin accounts, and pledging of RWT securities .
Insider Transactions (Director)
| Transaction Type | Quantity | Value |
|---|---|---|
| DSUs distributed in 2024 | 10,054 | $64,044 |
Governance Assessment
- Board effectiveness: Falcon chairs Governance & Nominating, a key role overseeing director selection, succession planning, governance standards, self-evaluations, and receipt/treatment of ethics reports—indicating strong governance expertise at the committee helm .
- Independence and attendance: Affirmed independent; attendance thresholds met; regular executive sessions enhance independent oversight .
- Compensation alignment: Director pay mix is balanced—cash retainer plus DSUs with mandatory holding; 2025 adjustments modest and aligned to peer medians per consultant review (Semler Brossy) .
- Ownership alignment: Compliance with rigorous director ownership requirements; prohibitions on hedging/pledging reduce misalignment risk .
- Potential conflicts and related-party exposure: Falcon is CEO of a consulting firm; RWT disclosed no related party transactions involving directors and affirmed independence after considering relationships . Monitor for future engagements involving Falcon Capital Advisors and Redwood counterparties.
- Shareholder sentiment: “Say-on-Pay” support at 91.3% in May 2024 suggests investor confidence in compensation governance; robust outreach led by independent Compensation Chair .
Red Flags
- None disclosed: No related-party transactions, no hedging/pledging, and no director-specific attendance shortfalls reported .
- Watch items: External advisory/consulting affiliations (Falcon Capital Advisors) and industry association roles should be monitored for potential perceived conflicts as market conditions evolve—even though none are disclosed at present .