Faith A. Schwartz
About Faith A. Schwartz
Faith A. Schwartz, age 64, is an independent director of Redwood Trust, Inc. (RWT) who has served on the Board since March 2021. She is Founder and CEO of Housing Finance Strategies, LLC (est. 2016) and previously held senior roles spanning mortgage capital markets, policy, and technology; she holds a B.S. from Shippensburg State College and an M.B.A. from the University of Pittsburgh . The Board affirmed her independence under NYSE rules on February 26, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Housing Finance Strategies, LLC | Founder & CEO | 2016–present | Advisory practice focusing on capital markets, rating agencies, mortgage modernization and innovation . |
| CoreLogic, Inc. | SVP, Federal Practice | 2013–2016 | Federal practice leadership at a mortgage data/analytics firm . |
| HOPE NOW Alliance | Founder | 2007 (founding; public-private initiative during Great Recession) | Initiative to seek solutions for families facing foreclosure . |
| HOPE LoanPort | Founder | 2010 (founding) | Tech non-profit supporting sustainable homeownership . |
| Option One Mortgage (H&R Block) | SVP, Government, Housing & Industry | 2003–2007 | Senior mortgage industry leadership . |
| Freddie Mac | Director of Alternative Markets; Director of National Sales | 1997–2003 | Leadership in alternative markets and national sales . |
| Dominion Bancshares Mortgage | VP, Capital Markets & Wholesale Lending | Early career | Capital markets/wholesale lending foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Class Valuation LLC (private) | Board member | Current | One of several privately held mortgage-industry company boards . |
| Gateway First Bank | Director | Jun 2019–Jun 2024 | Bank board service concluded in 2024 . |
| CFPB Consumer Advisory Board | Member | Oct 2021–Oct 2023 | Federal consumer finance advisory role . |
| Federal Reserve Board Consumer Advisory Council | Member | Prior service | Federal advisory council service . |
Board Governance
- Independence: The Board determined Schwartz is independent under NYSE Section 303A (Feb 26, 2025) .
- Committee assignments (current): Audit Committee (member); Governance & Nominating Committee (member). She is not listed as a committee chair .
- Board/committee activity: Board held 10 meetings in 2024; Audit met 8 times; Governance & Nominating met 4 times . No director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting in person .
- Executive sessions: Non-employee directors (all independent) met in executive session at five meetings in 2024; non-employee directors meet in executive session at each regularly scheduled quarterly meeting per governance standards .
- Board leadership: Independent Board Chair (Greg H. Kubicek) and separated CEO/Chair roles .
Committee Memberships and Roles
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 8 meetings |
| Governance & Nominating Committee | Member | 4 meetings |
Fixed Compensation
| Component | 2024 | 2025 (policy change) |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | $100,000 effective May 2025 |
| Committee Member Retainer (per committee) | $12,500 | $12,500 |
| Committee Chair Fees | Audit Chair +$20,000; Governance & Nominating Chair +$20,000; Compensation Chair +$30,000 | Unchanged |
| Board Chair Additional Retainer | $120,000 | $135,000 effective May 2025 |
| 2024 Fees Earned (Schwartz) | $115,000 | — |
Notes: No separate meeting fees for committee members; invitational fees $2,000 in-person / $1,000 telephonic when formally invited to committees not served on .
Performance Compensation
| Equity Element | 2024 | 2025 (planned) | Vesting/Holding | Other |
|---|---|---|---|---|
| Annual Director DSU Grant (grant-date value) | $125,000 (May 2024) | $130,000 (to be granted at 2025 annual meeting to re-elected directors) | Fully vested on grant; generally subject to a mandatory 3-year holding period | Dividend equivalents paid in cash on DSUs |
| DSUs Outstanding (12/31/2024) – Schwartz | 54,942 DSUs | — | — | — |
| 2024 DSU Distributions to Common Stock – Schwartz | 10,054 units; aggregate value $64,044 | — | Distribution from prior grants/deferrals | DSU distributions represent prior-period compensation already reported |
Deferrals: Directors may defer cash fees or dividend equivalents into the Executive Deferred Compensation Plan; deferred cash can earn 120% of the applicable long-term federal rate or be deferred into DSUs per election .
Performance link: Director pay is structured as cash retainer plus equity DSUs; no director-specific performance metrics (e.g., TSR hurdles) are applied to director equity grants; equity serves as ownership alignment with holding requirements .
Other Directorships & Interlocks
- Public company directorships: Not disclosed for Schwartz in the proxy; current board roles specified are private company boards (e.g., Class Valuation LLC) and a bank board that ended in 2024 .
- Compensation committee interlocks: Company discloses absence of Compensation Committee interlocks and no insider participation on the Compensation Committee .
- Related-party transactions: “There were no relationships or related party transactions…required to be reported” in the proxy .
Expertise & Qualifications
- Real estate finance, banking/financial services, and technology use in mortgage finance; recognized for leadership and policy work (HOPE NOW, HOPE LoanPort) .
- Education: B.S., Shippensburg State College; M.B.A., University of Pittsburgh .
- Board’s rationale for nomination: Leadership; real estate finance expertise; technology application; banking/financial services expertise; professional/educational background .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Composition | % of Class |
|---|---|---|---|
| Faith A. Schwartz | 71,752 | 16,810 common + 54,942 DSUs | <1% (approx. 0.054% based on 71,752 / 132,982,863 shares outstanding) |
| Shares Outstanding (as of 3/27/2025) | 132,982,863 | — | — |
Ownership alignment:
- Director Ownership Requirements: Within 3 years of joining, directors must purchase at least $50,000 of common stock; within 5 years, must own stock/vested DSUs equal to at least 5x the annual cash retainer (currently $450,000 based on $90,000 retainer; will scale with the $100,000 retainer) . Company states all non-employee directors are in compliance or within the allowed timeframe .
- Hedging/pledging: Insider Trading Policy prohibits hedging, margin, and pledging transactions; blackout periods and pre-clearance apply .
Governance Assessment
- Signals supporting investor confidence:
- Independence affirmed; serves on two key oversight committees (Audit; Governance & Nominating), indicating active role in financial reporting, risk oversight, board composition, and succession .
- Attendance/engagement: No director fell below 75% attendance; Board held 10 meetings; non-employee directors held five executive sessions in 2024 .
- Ownership alignment: Mandatory stock purchase and 5x retainer ownership requirements; DSU grants with mandatory holding; company reports compliance or within timeframe for all non-employee directors .
- Compensation structure: Balanced cash/equity with modest increases for 2025 reviewed by an independent consultant (Semler Brossy) to align with peer median; no meeting fees for routine committee participation; robust deferral/holding features .
- Shareholder sentiment: Say-on-Pay support of 91.3% at the May 2024 annual meeting, reflecting strong compensation/governance support .
- Conflicts: No related-party transactions requiring disclosure; no Compensation Committee interlocks .
- Potential risks/considerations:
- Director pay increases for 2025 (cash retainer +$10k; equity +$5k; Board Chair +$15k) elevate absolute cost but were benchmarked to peer median; continue monitoring pay levels relative to performance and market .
- Audit Committee “financial expert” designations are held by other members (Horvath, Proctor), not Schwartz; however, Schwartz’s mortgage policy/industry expertise complements committee breadth .
Bottom line: Schwartz brings deep mortgage finance, policy, and industry modernization expertise, with solid independence, committee engagement, and ownership alignment. No red flags on conflicts, attendance, or related-party exposure are disclosed, and insider trading policies prohibit hedging/pledging, supporting alignment with shareholders .