Douglas B. Hansen
About Douglas B. Hansen
Douglas B. Hansen, age 67, is a founder of Redwood Trust and served as President from 1994 through 2008; he has served on Redwood’s Board since 1994 and is currently an independent director. He holds an A.B. in Economics from Harvard College and an M.B.A. from Harvard Business School. The Board reaffirmed his independence under NYSE rules on February 26, 2025. His core credentials include real estate credit investing, risk and balance sheet management, and capital markets execution.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redwood Trust, Inc. | President; Co‑Founder | 1994–2008 (President); Director since 1994 | Led company from founding through multiple market cycles; expertise in real estate investing, risk management, and capital markets cited as nomination rationale |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Impact |
|---|---|---|---|---|
| Four Corners Property Trust, Inc. | Director | Public REIT | Not disclosed | Public company directorship disclosed (no committee roles disclosed in RWT proxy) |
| River of Knowledge | Director | Non‑profit | Not disclosed | Board service (non‑profit) |
Board Governance
- Independence: Determined independent by the Board under NYSE Section 303A as of February 26, 2025. Two management directors (CEO and President) are non‑independent.
- Committee assignments: Not currently listed as a member of the Audit, Compensation, or Governance & Nominating Committees.
- Attendance and engagement: In 2024, the Board met 10 times; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting in person. Non‑employee directors held five executive sessions.
- Board leadership: Independent Chair (Greg H. Kubicek) with committees comprised solely of independent directors.
- Related party / conflicts: The proxy reports no relationships or related party transactions requiring disclosure. Compensation Committee interlocks: none.
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Membership Fees | Chair/Other Fees | Total Cash Earned | Source |
|---|---|---|---|---|---|
| 2024 | Program: $90,000 annual cash retainer for directors | $12,500 per committee (if applicable); Hansen not listed on any committee | Invitational fees possible ($2,000 in‑person / $1,000 telephonic, if invited) | Hansen actual: $98,000 | |
| 2025 (program) | Program: $100,000 annual cash retainer | $12,500 per committee (if applicable) | Board Chair retainer increases to $135,000 (not applicable to Hansen) | N/A (program terms) |
Notes:
- Non‑employee director cash is paid quarterly in arrears; expenses for board service reimbursed per policy.
Performance Compensation (Director)
| Element | Grant/Value | Vesting / Holding | Payout Form | Other Terms |
|---|---|---|---|---|
| Annual DSU grant (2024 cycle) | $125,000 value; received by non‑employee directors (including Hansen) | Fully vested at grant; generally subject to mandatory 3‑year holding period | DSUs; dividend equivalents generally paid in cash | Directors may defer cash fees/dividends into cash or DSUs via Executive Deferred Compensation Plan; cash deferrals earn 120% of applicable long‑term federal rate |
| Annual DSU grant (2025 cycle, if re‑elected) | $130,000 value | Same vesting/holding as above | DSUs | Program increase approved in Nov 2024 to align with peer median |
Director equity actually reported (calendar 2024):
| Year | Stock Awards (Grant‑Date Fair Value) | Source |
|---|---|---|
| 2024 | $124,999 |
Other Directorships & Interlocks
- Current public board: Four Corners Property Trust, Inc. (public REIT). No interlocks disclosed with Redwood committees.
- Prior/other boards: River of Knowledge (non‑profit).
- Compensation committee interlocks: None reported.
Expertise & Qualifications
- Skills highlighted by the Board: leadership; real estate credit investing and portfolio management; balance sheet and risk management; capital markets execution; finance/accounting.
- Education: A.B. (Economics) Harvard College; M.B.A. Harvard Business School.
Equity Ownership
| Holder | Shares Beneficially Owned | Of which Common | Of which DSUs | % of Class | Source |
|---|---|---|---|---|---|
| Douglas B. Hansen | 481,838 | 427,924 | 53,914 | <1% |
- Director stock ownership policy: Purchase ≥$50,000 of stock within 3 years of joining; and hold stock/vested DSUs equal to ≥5× annual cash retainer (currently $450,000) within 5 years. As of the proxy date, all non‑employee directors were in compliance or within permitted attainment periods.
- Hedging/pledging: Company policy prohibits hedging, options trading, margin accounts and pledging of Redwood securities.
Insider Trades (Form 4‑reportable events and plan distributions)
| Date/Type | Transaction | Quantity/Value | Notes |
|---|---|---|---|
| 2024 (distribution) | DSUs distributed from Executive Deferred Compensation Plan | 10,054 DSUs; $64,044 aggregate value | Distribution of previously reported/deferred awards; value computed at distribution date per proxy methodology |
| 2025 (Form 4 filing noted) | Form 4 filed (details not summarized in proxy) | Not disclosed in proxy | Reference listing of Form 4 filings including Hansen on May 27, 2025 (see SEC link) |
Governance Assessment
- Strengths
- Independent status reaffirmed; no related‑party transactions requiring disclosure. Committees comprised exclusively of independent directors; strong insider trading and anti‑hedging/pledging policy.
- Director pay structure balanced between cash and long‑term equity (DSUs) with mandatory holding, plus robust ownership guidelines; program reviewed by independent consultant and aligned to peer median.
- Board engagement and attendance are robust; no director fell below 75% attendance; all directors attended the 2024 annual meeting.
- Potential risk indicators / RED FLAGS
- Very long tenure (director since 1994) and founder/former President status may raise entrenchment/independence optics despite formal independence; however, he is not assigned to key oversight committees.
- Concentration of director equity in DSUs is common in REITs; DSUs are fully vested at grant, though subject to a holding period—investors may prefer performance‑conditioned equity for directors, which is not used here.
- Shareholder alignment signals
- Beneficial ownership (~482K shares/DSUs) and strict ownership guidelines increase “skin‑in‑the‑game.” Hedging/pledging prohibitions protect alignment.
- Recent Say‑on‑Pay support was strong (91.3% in 2024), indicating broad investor comfort with compensation governance.