Doneene K. Damon
About Doneene K. Damon
Independent director of Redwood Trust (RWT) since November 2023; age 57. Damon is a career corporate lawyer at Richards, Layton & Finger, P.A. (RLF) in Wilmington, DE, where she joined in 1992, served as President (2019–2022), and currently chairs the firm’s Corporate Trust & Agency Services Group. She holds a B.S. in Accounting from Saint Joseph’s University and a J.D. from Temple University Beasley School of Law. Core credentials: structured finance transactions, corporate governance, and legal/regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richards, Layton & Finger, P.A. | Director; Chair, Corporate Trust & Agency Services Group | Joined 1992; President 2019–2022 | Leadership in corporate trust/agency services supporting structured finance transactions |
| Christiana Care Health System, Inc. and Health Services, Inc. | Chair of the Board (prior) | Not disclosed | Oversight of large nonprofit health system |
| Delaware Judicial Nominating Commission; Delaware Compensation Commission; Delaware Prosperity Partnership | Member (public service) | Not disclosed | State-level governance and economic development roles |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Brown Advisory Delaware Trust Company | Director | Financial services (trust company) | Board member |
| Structured Finance Association (SFA) | Board Member | Industry association | Industry interlock with another RWT director (Falcon) and prior involvement by RWT’s CEO (former SFA Chair) |
| Forum of Executive Women | Board Member | Nonprofit | Leadership network |
| Delaware Business Roundtable | Board Member | Business policy | State business leadership |
| Saint Joseph’s University | Director | Higher education | Board service at alma mater |
| Temple University Beasley School of Law | Board of Visitors | Higher education | Advisory role |
Board Governance
- Independence: Board affirmed Damon as independent under NYSE Section 303A on Feb 26, 2025 .
- Committee assignments (current): Compensation Committee member; Governance & Nominating Committee member .
- Committee meeting cadence (2024): Compensation (5 meetings), Governance & Nominating (4 meetings) .
- Attendance and engagement: Board met 10 times in 2024; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting in person; non‑employee directors held 5 executive sessions in 2024 .
- Board leadership: Independent Chair (Greg H. Kubicek); CEO and Chair roles separated; all standing committees composed solely of independent directors .
| Governance Item | 2024/Current Status |
|---|---|
| Independence status | Independent (NYSE 303A) |
| Board meetings held | 10; no director <75% attendance |
| Executive sessions | 5 sessions of non‑employee directors |
| Committees (Damon) | Compensation – Member; Governance & Nominating – Member |
| Board leadership | Independent Chair; separated CEO/Chair roles |
Fixed Compensation
| Non‑Employee Director Cash Compensation Terms | May 2023–May 2024 | May 2025–May 2026 |
|---|---|---|
| Annual cash retainer | $90,000 | $100,000 |
| Committee member retainer (per committee) | $12,500 | $12,500 |
| Committee Chair retainer (Audit/Gov) | $20,000 | $20,000 |
| Committee Chair retainer (Compensation) | $30,000 | $30,000 |
| Board Chair additional retainer | $120,000 | $135,000 |
| Damon – 2024 Director Compensation (Calendar Year) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $115,000 |
| Stock awards (DSUs) | $124,999 |
| Total | $239,999 |
Notes: Non‑employee directors receive an annual DSU grant at the annual meeting (fully vested at grant, generally with a three‑year holding period). In May 2024, the annual DSU grant value was $125,000; for the May 2025 grant, $130,000 .
Performance Compensation
- RWT does not use performance‑conditioned equity for directors; annual director equity is granted as fully vested DSUs with a holding period; no PSU/option awards or performance metrics apply to non‑employee director pay .
Other Directorships & Interlocks
| Entity | Type | Damon Role | Interlock / Relevance |
|---|---|---|---|
| Structured Finance Association | Industry association | Board Member | RWT director Armando Falcon also serves on SFA’s board; RWT CEO previously served as SFA Board Chair (historical) |
| Brown Advisory Delaware Trust Company | Trust company | Director | Financial services network; no RWT related‑party disclosure indicated in Damon bio |
| Forum of Executive Women; Delaware Business Roundtable | Nonprofit/Business policy | Board Member | Broader governance network |
Expertise & Qualifications
- Structured finance and corporate trust expertise; legal/regulatory experience; governance leadership from prior board chair role at a major health system .
- Accounting background (B.S.) and legal training (J.D.), supporting Audit/Comp/Gov committee work, though she is not designated an audit committee financial expert at RWT .
Equity Ownership
| As of Date | Total Beneficial Ownership | Composition | % of Common Shares Outstanding |
|---|---|---|---|
| Dec 31, 2024 | 37,033 DSUs (vested) | DSUs only (vested) | <1% |
| Mar 27, 2025 (record date) | 37,033 (DSUs included under beneficial ownership) | Includes DSUs that have vested or will vest within 60 days | <1% (based on 132,982,863 shares) |
Stock ownership policy: Non‑employee directors must purchase at least $50,000 of RWT stock within 3 years of joining and attain holdings equal to 5x the annual cash retainer ($450,000 based on current retainer) within 5 years; as of the proxy date, all non‑employee directors were compliant or within the permitted time window . Insider Trading Policy prohibits short sales, options, hedging, margin accounts, and pledging of RWT securities .
Governance Assessment
- Board effectiveness: Damon’s committee roles (Compensation; Governance & Nominating) align with her legal, governance, and structured finance background; independence and separation of Chair/CEO roles strengthen oversight .
- Attendance/engagement: Above‑threshold participation evidenced by Board disclosure that no director was below 75% attendance; all attended the 2024 annual meeting in person; routine executive sessions of non‑employee directors enhance independent oversight .
- Pay and alignment: 2024 director pay mix balanced between cash and equity (DSUs), with a three‑year holding period improving alignment, though lack of performance‑conditioned equity for directors limits direct pay‑for‑performance linkage at the board level .
- Ownership alignment: Robust director stock ownership requirements (3‑ and 5‑year thresholds) and restrictions on hedging/pledging mitigate misalignment risks; Damon joined in Nov 2023 and is within policy timing to meet the 5x retainer requirement; her beneficial holdings are in vested DSUs as disclosed .
- Interlocks/conflicts: Industry interlock through SFA exists among RWT leadership (Damon and Falcon; CEO formerly SFA Chair); Board’s 2025 independence determination affirmed Damon’s independence after considering related‑party disclosures referenced in the proxy, indicating no material relationship identified .
- Shareholder sentiment backdrop: Strong Say‑on‑Pay support (91.3% in May 2024) suggests shareholder confidence in the company’s compensation governance, an important context for Compensation Committee members .
RED FLAGS: None evident in the proxy for Damon specifically—independence affirmed; attendance above threshold; no pledging permitted by policy; no director‑specific related‑party transactions flagged in her biography. Continue monitoring for any Redwood business with RLF or entities where Damon serves, and for any SFA‑related conflicts given multiple connections on the board .