Dashiell I. Robinson
About Dashiell I. Robinson
Dashiell I. Robinson is President of Redwood Trust, Inc. (RWT) since December 2017 and has served as a director since August 2021; he joined Redwood in September 2017 after senior mortgage finance roles at Wells Fargo and Wachovia. He is 45 years old and holds a B.A. in English from Georgetown University . 2024 pay outcomes were below target on the financial component, reflecting Adjusted ROE and Adjusted EAD ROE results that fell short of targets; the company component of Robinson’s bonus paid 67.1% of target ($858,690 of $1,279,687) . Redwood’s 2024 GAAP net income improved to $54.0M and ROE to 4.51% versus 2023, while book value per share moved from $8.64 (12/31/2023) to $8.46 (12/31/2024) with $0.67 dividends paid in 2024 ; see company financials table below for multi-year context.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wells Fargo Securities | Head of Mortgage Finance, Asset-Backed Finance Group | Through 2017 (prior to joining Redwood in Sept 2017) | Led financing/distribution across residential mortgage products for operating/investing clients |
| Wachovia Capital Markets | Structured Credit Products Group—banking, structuring, risk mitigation | 2001–2008 | Structured and risk-managed credit products during pre/post-crisis periods |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jewish Community Center of San Francisco | Director | Not disclosed | Community/non-profit board service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $825,000 | $850,000 | $875,000 |
| All Other Compensation ($) | $49,500 | $51,000 | $87,500 (incl. $11,500 401k match, $41,000 EDCP match, $35,000 concierge medical) |
| 2024 Target Bonus Design | Value |
|---|---|
| Target Bonus % of Salary | 195% (increased from 190% for 2023) |
| Target Bonus ($) | $1,706,250 |
| Bonus Cap | 3.0x target bonus for 2024 (reduced from 3.5x) |
Performance Compensation
| Component | Metric | Weighting | 2024 Target | 2024 Actual/Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Annual Bonus—Company performance | Adjusted ROE | 37.5% of total bonus | 11.5% | 39% of this sub-component | Committee-set in Q1; linear interpolation above/below target |
| Annual Bonus—Company performance | Adjusted EAD ROE | 37.5% of total bonus | 6.5% | 95% of this sub-component | Linear interpolation; above-target slope 27.75% per point |
| Annual Bonus—Company performance (combined) | Combined realization | 75% of total bonus | $1,279,687 target | $858,690 earned (67.1%) | Determined by equal weighting of Adjusted ROE & Adjusted EAD ROE |
| Long-Term Incentive—2024 grants | PSUs | 50% of LTI value | Target 239,920 units | Earn-out 0–250% at 1/1/2028; negative absolute TSR caps vesting at 100% | 3-year performance; grant date FV $7.5025 per unit |
| Long-Term Incentive—2024 grants | DSUs | 17% of LTI value | 92,168 units | Time-vest over 4 years (25% year 1; 6.25% quarterly thereafter) | Grant date FV $6.64 per unit |
| Long-Term Incentive—2024 grants | csRSUs | 33% of LTI value | 178,915 units | 25% per year over 4 years; fully vest by 12/18/2028 | Grant date FV $6.64 per unit |
| Summary Compensation (NEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $3,249,981 | $3,499,988 | $3,599,992 |
| Non-Equity Incentive Plan Compensation ($) | $509,438 | $1,711,370 | $1,413,221 |
| Total ($) | $4,633,919 | $6,112,358 | $5,975,713 |
Equity Ownership & Alignment
| Ownership & Awards | Figures |
|---|---|
| Beneficial Ownership (as of 3/27/2025) | 471,767 shares (<1%); includes 248,172 common shares and 223,595 DSUs |
| Stock Ownership Guidelines (executives) | President must hold ≥3.25x salary; all executive officers in compliance or within allowed time |
| Hedging/Margin/Pledging | Prohibited for directors/executives under Insider Trading Policy |
| Options | None outstanding under 2014 Plan (as of 12/31/2024) |
| Value Realized on 2024 Vesting | 353,890 shares vested; $2,508,616 value realized |
| Unvested Time-Based Units (12/31/2024) | 636,827 units; $4,158,480 market value |
| Unearned PSUs (12/31/2024) | 760,808 units; $4,968,076 market/payout value |
| 2025 Scheduled Vesting—Dashiell I. Robinson | DSUs (#) | csDSUs (#) | csRSUs (#) |
|---|---|---|---|
| 1/1/2025 | 12,160 | 12,160 | — |
| 1/31/2025 | 28,081 | — | — |
| 4/1/2025 | 19,181 | 12,160 | — |
| 7/1/2025 | 19,181 | 12,159 | — |
| 10/1/2025 | 19,180 | 12,159 | — |
| 12/13–12/18/2025 | 5,335 | 5,334 | 28,081 (12/14 tranche); 44,729 (12/18 tranche) |
| PSU Schedule (targets shown; earn-out 0–250%) | 1/1/2025 | 1/1/2026 | 1/1/2027 | 1/1/2028 |
|---|---|---|---|---|
| Robinson | 143,494 | 178,734 | 198,660 | 239,920 |
Employment Terms
- Employment agreements: One-year term ending December 31, auto-renewed annually unless terminated; “externalization of management” treated analogously to change of control .
- Severance multiples: If terminated without cause/for good reason
- No change of control: 1x the sum of base salary + target bonus; pro-rated target bonus also paid; benefits continuation 9–18 months (individual-specific) .
- Following change of control (double-trigger): 1.5x the sum of base salary + target bonus; pro-rated target bonus also paid; benefits continuation 12–24 months; long-term time-based awards accelerate; PSUs continue based on performance; overall cash cap $5.5M for Robinson .
- Payment timing: 75% lump-sum at six months, 25% paid monthly over the next six months .
- 280G cutback; no excise tax gross-ups; amounts reduced if beneficial to after-tax outcome .
- Non-solicit: one year post-termination (if severance paid) .
- Clawback: Company maintains a compensation clawback policy aligned with NYSE/Dodd-Frank .
| Estimated Severance—Change of Control (12/31/2024 scenario) | Cash ($) | Accelerated Time-Based Units ($) | Accelerated PSUs ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Dashiell I. Robinson | $5,500,000 | $4,158,479 | $4,288,740 | $213,597 | $14,160,816 |
Board Governance
- Board service: Director since August 2021; not “independent” under NYSE rules due to executive role .
- Board leadership structure: Independent Chair (Greg H. Kubicek, since May 2022), separate from CEO; all standing committees comprised solely of independent directors, mitigating dual-role concerns for management directors .
- Committees: Audit, Compensation, Governance & Nominating; current members listed (Robinson is not on committees because they are independent-only) .
- Attendance and executive sessions: Board held 10 meetings in 2024; no director attended fewer than 75% of meetings for which they served; non-employee directors met in executive session at five meetings, presided by the independent Chair .
- Director compensation (program overview): Non-employee directors received $125,000 DSU grants in May 2024; program increased for May 2025–May 2026 to $100,000 cash retainer, $130,000 equity, $135,000 Chair retainer; DSUs fully vested at grant with three-year holding period .
Compensation Peer Group & Committee Practices
- Independent consultant: Semler Brossy advises the Compensation Committee; reports directly; independence assessed—no conflicts in 2024 .
- Positioning: Base cash near peer-group median; LTI may be targeted above median when justified by performance/role scope .
- 2024 compensation peer group (19 companies) included Arbor Realty Trust, Chimera, Dynex, Essent, Granite Point, Ladder, MFA Financial, Mr. Cooper, NYMT, NMI Holdings, PennyMac, Radian, Rithm Capital, Safehold, Two Harbors, Victory Capital, Virtus, Walker & Dunlop, and Acadian Asset Management (supplemental) .
- Peer group continuity: No changes from 2023 peer group .
Say-on-Pay & Shareholder Feedback
- Support levels: 91.3% Say-on-Pay approval at May 2024 annual meeting; long-run average ~90% excluding 2022 low support .
- Frequency: Annual advisory Say-on-Pay vote (determined in 2011, 2017, and 2023); next vote in 2026 .
- Outreach: 2024 outreach reached institutions holding 90% of institutional shares (72% of outstanding), direct engagements with holders of 46% of institutional shares (37% of outstanding) .
Company Performance Context (for alignment assessment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | -$13.659M* | $67.386M* | $99.398M* |
| Net Income - (IS) ($) | -$163.520M | -$2.274M | $54.004M |
| Return On Equity (%) | -13.24%* | -0.1987%* | 4.5125% |
Values retrieved from S&P Global.*
Investment Implications
- Pay-for-performance alignment: Robinson’s annual bonus is tightly coupled to Adjusted ROE and Adjusted EAD ROE with explicit targets (11.5% and 6.5%) and capped upside; 2024 below-target company performance cut payouts to 67.1% of target, reinforcing discipline . LTI mix (50% PSUs, 17% DSUs, 33% csRSUs for Robinson) emphasizes long-dated value creation with a negative-absolute-TSR cap for PSUs, curbing windfalls in down markets .
- Insider selling pressure: Significant scheduled vesting across DSUs/csRSUs through 2025–2028 (e.g., multiple tranches in 2025 and annual csRSU tranches), which can introduce mechanical selling pressure if executives sell delivered shares to manage taxes/portfolio; monitor calendar vest dates listed above .
- Alignment and risk controls: Strong ownership requirements (3.25x salary) with anti-hedging/anti-pledging rules support alignment; absence of options and the use of PSUs/RSUs reduce repricing risk; clawback policy in place per NYSE/Dodd-Frank .
- Retention and change-of-control economics: Robinson’s severance is substantial in CoC scenarios (total modeled ~$14.16M), with double-trigger equity acceleration and capped cash; no excise tax gross-ups and 280G cutback mitigate shareholder-unfriendly outcomes .
- Governance: As a management director (non-independent), potential dual-role concerns are mitigated by an independent Chair, fully independent committees, and regular executive sessions without management . High Say-on-Pay support (~91%) indicates investor acceptance of the program changes post-2022 .