Georganne C. Proctor
About Georganne C. Proctor
Independent director of Redwood Trust, Inc. since March 2006; age 68. Former CFO of TIAA-CREF and Golden West Financial; prior senior finance roles at Bechtel and Disney. Holds a B.S. in Business Management (University of South Dakota) and an M.B.A. (California State University East Bay). Designated by the Board as an Audit Committee financial expert; affirmed independent by the Board in Feb 2025 under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA-CREF | Chief Financial Officer; later EVP, Enterprise Integration | CFO: Jun 2006–Jul 2010; EVP: Jan 2010–Oct 2010 | Senior finance leadership of major asset manager/insurer |
| Golden West Financial Corporation | Executive Vice President | 2003–2005 | Thrift industry operating/finance leadership |
| Bechtel Group | VP; later SVP & Chief Financial Officer; Director | VP: 1994–1997; SVP & CFO: 1997–2002; Director: 1999–2002 | Global engineering finance leadership and board oversight |
| The Walt Disney Company | Finance Director (divisions) | 1991–1994 | Divisional finance and controls |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Avantax Inc. | Chair of the Board | Jul 2019–Nov 2023 | Public company board chair experience |
| Sculptor Capital Management, Inc. | Director | 2011–2021 | Asset management board |
| Kaiser Aluminum Corporation | Director | 2006–2009 | Industrial public company board |
| SunEdison, Inc. | Director | 2013–2017 | Renewable energy board |
Board Governance
- Independence: Board determined Ms. Proctor is independent under NYSE Section 303A (Feb 26, 2025) .
- Committee assignments (2024/2025):
- Compensation Committee: Chair .
- Audit Committee: Member; designated Audit Committee “financial expert” by the Board .
- Attendance & engagement:
- Board met 10 times in 2024; Audit 8; Compensation 5; Governance 4; no director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting in person .
- Non-employee directors held executive sessions at each regular quarterly board meeting .
- Leadership & structure: Independent Board Chair; all standing committees composed solely of independent directors .
- Compensation Committee process: Uses independent consultant Semler Brossy (retained by and reporting solely to the Committee; independence assessed with no conflicts). Committee meets at least quarterly and leads shareholder outreach on pay .
Fixed Compensation (Director)
| Element | 2024 Amount | 2025 Program (effective May 2025) | Notes |
|---|---|---|---|
| Annual cash retainer (base) | $90,000 | $100,000 | Paid quarterly; no standard meeting fees |
| Committee membership retainer (per committee) | $12,500 | $12,500 | Applies per committee; invitational fees possible ($2,000 in-person; $1,000 telephonic) |
| Compensation Committee Chair fee | $30,000 | $30,000 | Ms. Proctor is Chair |
| Annual DSU grant (equity) | $125,000 (May 2024 grant value) | $130,000 (to be granted at 2025 meeting) | DSUs fully vested at grant with mandatory 3-year holding; dividend equivalents paid in cash |
Non-employee director total 2024 compensation (reported): Fees earned $145,000; Stock awards $124,999; Total $269,999 .
Performance Compensation (Director)
| Component | Structure | Metrics | Vesting/Holding |
|---|---|---|---|
| DSUs (annual director equity) | Fixed-value DSUs (vested on grant) | None (not performance-based) | Subject to mandatory 3-year holding period; dividend equivalents paid in cash |
No options or performance stock units are used for directors, and no director bonuses are paid; director equity is not contingent on financial/ESG metrics .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond RWT .
- Prior public boards: Avantax (Chair), Sculptor Capital, Kaiser Aluminum, SunEdison (see table above) .
- Interlocks/conflicts: The Board’s independence determination found no material relationships; committees comprised solely of independent directors; no related-party issues disclosed in connection with Ms. Proctor in independence review (Board referenced its Related Party section) .
Expertise & Qualifications
- Financial leadership: Former CFO at TIAA-CREF and Bechtel; extensive banking/insurance/investment management experience .
- Governance: Public company board and chair experience; designated audit committee financial expert .
- Education: B.S. Business Management (Univ. of South Dakota); M.B.A. (Cal State East Bay) .
Equity Ownership (Alignment)
| Holder | Beneficial Ownership (shares) | % of Class | Composition/Notes |
|---|---|---|---|
| Georganne C. Proctor | 227,941 | <1% | Comprised of 227,941 vested DSUs (includes units vesting within 60 days); measured vs 132,982,863 shares outstanding as of Mar 27, 2025 |
Ownership policy and alignment:
- Stock ownership requirements for directors: Purchase at least $50,000 in stock within 3 years; also must own stock/vested DSUs equal to 5x annual cash retainer ($450,000 at current retainer) within 5 years; all non-employee directors are in compliance or within permitted timeframe .
- Insider trading policy prohibits hedging, pledging, short sales, and derivative trading in company securities; imposes blackout and pre-clearance for covered persons .
Director Compensation (Reported 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $145,000 |
| Stock Awards ($) | $124,999 (vested DSUs) |
| Total ($) | $269,999 |
Program notes and 2025 changes: Base retainer increases to $100,000; annual DSU grant value to $130,000; Board Chair retainer to $135,000; structure reviewed with independent consultant Semler Brossy to align near peer-median .
Governance Assessment
- Strengths/positive signals:
- Independent director; Chair of Compensation Committee; designated audit committee financial expert—supports strong oversight on pay, accounting, and risk .
- Attendance and engagement: Board/committee cadence robust in 2024; no director fell below 75% attendance; directors attended annual meeting .
- Shareholder alignment mechanisms: Mandatory equity holding period on DSUs; stringent ownership guidelines; prohibitions on hedging/pledging; robust insider trading controls .
- Shareholder support: Say-on-Pay approval 91.3% in 2024, with sustained high support post-2022 program changes led by the Compensation Committee .
- Potential risks/areas to monitor:
- Tenure: Long tenure (director since 2006) can raise refreshment concerns; however, the Board has formal refreshment and chair rotation guidelines and has executed refreshment in recent years .
- Director pay structure uses fully vested DSUs; while subject to holding, awards are not performance-conditioned—balanced by ownership rules and holding requirements .
- Conflicts/related-party exposure: Board’s 2025 independence review found no material relationships for Ms. Proctor; committees are fully independent; no related-party transactions flagged for her in independence determination context .
Overall, Ms. Proctor brings deep CFO-level financial expertise and seasoned board leadership to RWT, with independence, high engagement, and strong alignment practices; no red flags on conflicts, attendance, or pay practices are evident in the latest proxy disclosures .