Debora D. Horvath
About Debora D. Horvath
Debora D. Horvath (age 70) has served as an independent director of Redwood Trust, Inc. since 2016. She is Principal of Horvath Consulting LLC (founded 2010) and previously held senior technology leadership roles including EVP at JPMorgan Chase (2008–2010) and EVP/CIO at Washington Mutual (2004–2008), following 25 years at GE where she spent 12 years as SVP/CIO for GE’s insurance businesses. She holds a B.A. in Business Administration from Baldwin Wallace University and is a graduate of GE’s Financial Management Program, and is designated by Redwood’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Executive Vice President | 2008–2010 | Senior technology leadership |
| Washington Mutual, Inc. | EVP & Chief Information Officer; Chair, Environmental Council; led Enterprise Project Office | 2004–2008 | Enterprise project governance; technology risk oversight |
| General Electric (GE) insurance businesses | Senior Vice President & Chief Information Officer | 12 years (within 25-year GE tenure) | Technology strategy; financial management expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| StanCorp Financial Group, Inc. | Director | Since 2013 |
| Federal Home Loan Bank of Seattle | Director | 2012–Jan 2014 |
Board Governance
- Independence: Affirmed independent (NYSE 303A) on February 26, 2025; committees comprised solely of independent directors.
- Board leadership: Independent Chair (Greg H. Kubicek); non-employee directors meet in executive session at each quarterly meeting.
- Attendance: Board held 10 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting in person.
- Committee service and chair roles:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; designated audit committee financial expert | 8 |
| Compensation | Member | 5 |
| Governance & Nominating | Not a member | 4 |
- Audit Committee Report: As Chair, recommended inclusion of audited 2024 financials in Form 10-K; oversight of auditor fees and pre-approval policy.
Fixed Compensation
| Component (Calendar Year 2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 90,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | 20,000 | Chair premium |
| Committee membership retainers | 25,000 | $12,500 per committee; Audit + Compensation (2 committees) |
| Total cash fees earned | 135,000 | Matches reported 2024 fees |
Prospective changes (effective May 2025–May 2026): Board cash retainer increases to $100,000; Board Chair retainer to $135,000; equity grant value to $130,000.
Performance Compensation
| Equity Element | Grant Cycle | Grant Value ($) | Vesting/Holding | Dividend Equivalents |
|---|---|---|---|---|
| DSUs (annual grant) | May 2024 | 125,000 | Fully vested at grant; generally mandatory 3-year holding period | Paid in cash on dividend dates |
| DSUs (scheduled) | May 2025 (re-elected directors) | 130,000 | Same terms as above | Paid in cash |
| 2024 DSU Distributions | Units (#) | Aggregate Value ($) |
|---|---|---|
| Debora D. Horvath | 27,528 | 160,677 |
Notes:
- Directors may elect to defer cash compensation into DSUs or a cash account (120% of long-term federal rate) under the Executive Deferred Compensation Plan.
- No director stock options or performance-based equity metrics are disclosed for directors; DSUs are value-aligned via mandatory holding and dividend equivalents.
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Compensation Committee interlocks | None; no insider participation; members are independent non-employee directors (Proctor, Damon, Horvath, Kubicek). |
| Related-party transactions | None required to be reported. |
| Section 16(a) compliance | All applicable filings complied with during 2024. |
Expertise & Qualifications
- Information technology and technology risk management; former CIO roles at WaMu and GE insurance businesses.
- Accounting and finance experience; institutional governance expertise.
- Designated audit committee financial expert; chairing Audit Committee underscores oversight depth.
Equity Ownership
| Beneficial Ownership (as of Mar 27, 2025) | Shares | % of Class |
|---|---|---|
| Total beneficial ownership | 177,068 | <1% (based on 132,982,863 shares) |
| Breakdown: Common stock | 74,489 | — |
| Breakdown: Vested DSUs | 102,579 | — |
Ownership alignment and policy signals:
- Director ownership guidelines: personal purchase of at least $50,000 within 3 years; and ownership equal to ≥5x annual cash retainer ($450,000) within 5 years; all non-employee directors are compliant or within allowed time window.
- Insider Trading Policy prohibits short sales, options trading in derivatives, hedging transactions, margin accounts, and pledging of Redwood securities.
Governance Assessment
- Board effectiveness: As Audit Chair and designated financial expert, Horvath leads risk oversight of financial reporting, controls, and cybersecurity via quarterly reports and auditor communications—supportive of investor confidence.
- Independence and attendance: Independent director; attended ≥75% of meetings; participated in executive sessions of non-employee directors.
- Compensation and alignment: Balanced director pay mix (2024 cash $135,000; equity $124,999 in DSUs) with mandatory holding period and robust ownership requirements—strong alignment signals.
- Shareholder sentiment: Say-on-Pay approval 91.3% in May 2024; ongoing outreach programs led by Compensation Committee Chair reflect responsiveness to investor feedback.
- Potential conflicts/related-party exposure: None reported; no compensation committee interlocks.
- Tenure/refreshment considerations: Age 70; Board’s mandatory retirement applies at age 75 or after 15 annual periods of service (policy adopted in 2024) indicating structured refreshment without immediate risk.
RED FLAGS:
- None identified: no related-party transactions, no Section 16(a) filing issues, hedging/pledging prohibited, and strong audit leadership in place.