Greg H. Kubicek
About Greg H. Kubicek
Independent Chair of the Board at Redwood Trust (RWT) since May 2022; director since 2002. Age 68, Harvard College A.B. in Economics. Former Founder/CEO of The Holt Group, Inc. for 41 years; appointed CEO of GHK Enterprises, Inc. following Sekisui House’s acquisition of The Holt Group. Previously Chair of Cascade Corporation, an international manufacturing company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redwood Trust, Inc. | Director | 2002–present | Board leadership; risk oversight; executive sessions presider |
| Redwood Trust, Inc. | Vice Chair of the Board | Dec 2020–May 2022 | Board leadership transition and governance continuity |
| Redwood Trust, Inc. | Chair of the Board (Independent) | May 2022–present | Separates Chair/CEO roles; presides over executive sessions; input on agendas/materials |
| The Holt Group, Inc. | Founder and CEO | ~41 years | Real estate development and property management expertise |
| GHK Enterprises, Inc. | CEO | Post-acquisition appointment | Continuity of leadership in real estate portfolio businesses |
| Cascade Corporation | Chair of the Board | Prior service (dates not disclosed) | Industrial/manufacturing governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GHK Enterprises, Inc. | CEO | Not disclosed | Successor role after Sekisui House acquisition |
| Cascade Corporation | Chair of the Board | Not disclosed | International manufacturing corporation |
Board Governance
- Independence: Affirmed independent under NYSE Section 303A (Feb 26, 2025) .
- Board leadership: Independent Chair; Chair and CEO roles are separated .
- Committees (current members): Compensation Committee; Governance and Nominating Committee .
- Attendance and engagement: Board met 10 times in 2024; non-employee directors met in 5 executive sessions; Kubicek presided at executive sessions; no director <75% attendance; all directors attended 2024 annual meeting .
- Executive sessions: Non-employee directors meet in executive session each quarterly meeting; independent directors meet at least annually if any non-employee director is not independent .
- Refreshment policy: Mandatory retirement generally after 15 annual periods of service (counting from 2024 adoption) or age 75; rotation guidelines for Board/Committee Chairs (Chair rotation at least every 8 years; Committee Chairs at least every 6 years, with exceptions to avoid multiple rotations per year) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (May 2024 cycle) | $90,000 | Increased to $100,000 for May 2025–May 2026 |
| Board Chair additional retainer (2024) | $120,000 | Increases to $135,000 for May 2025–May 2026 |
| Committee member retainer (per committee) | $12,500 | No meeting fees for members; invitational fees $2,000 in-person or $1,000 telephonic |
| 2024 Cash fees earned – Kubicek | $235,000 | Base $90k + Chair $120k + 2 committees × $12.5k |
| 2024 Stock awards (director DSUs) – Kubicek | $124,999 | Annual DSU grant; fully vested at grant, 3-year holding period |
| 2024 Total – Kubicek | $359,999 | Program benchmarked to peer group median via Semler Brossy |
Performance Compensation
Directors do not have performance-linked equity; annual grants are vested DSUs with a mandatory holding period (generally three years). No revenue/TSR/ESG metrics apply to director compensation .
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Company financial targets (ROE, EAD ROE) | No | Used for executive bonuses, not directors |
| Book value TSR / TSR / rTSR | No | Used for executive PSUs, not directors |
| Director equity vesting conditions | Not performance-based | DSUs fully vested upon grant; holding period applies |
Other Directorships & Interlocks
- Current public company directorships: Not disclosed beyond Redwood .
- Historical board roles: Cascade Corporation (Chair) .
- Compensation committee interlocks: None; no insider participation on Compensation Committee .
- Related-party transactions: None reportable for directors/officers in the proxy .
Expertise & Qualifications
- Leadership attributes; management and entrepreneurial experience .
- Deep real estate development/property management expertise .
- Board governance experience as Independent Chair .
- Educational credential: A.B., Economics, Harvard College .
Equity Ownership
| Holder | Shares Beneficially Owned | Components | % of Class |
|---|---|---|---|
| Greg H. Kubicek | 575,209 | 106,454 common stock (direct/in trusts/pension), 1,913 spouse, 466,842 vested DSUs | <1% |
- Director ownership guidelines: Required purchase of at least $50,000 of common stock within three years; must own common stock/vested DSUs equal to at least 5× annual cash retainer ($450,000) within five years; all non-employee directors in compliance as of proxy date .
- Hedging/pledging: Prohibited; margin accounts and pledging of Redwood securities disallowed by Insider Trading Policy .
Insider Trades (Form 4; recent examples)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|---|
| 2025-10-01 | 2025-09-30 | A (Award) | 16,251 | $5.76 | 16,251 | Deferred Stock Units | https://www.sec.gov/Archives/edgar/data/930236/000123356525000009/0001233565-25-000009-index.htm |
| 2025-07-01 | 2025-06-30 | A (Award) | 15,575.1 | $5.83 | 15,575.1 | Deferred Stock Units | https://www.sec.gov/Archives/edgar/data/930236/000123356525000006/0001233565-25-000006-index.htm |
Data source: Insider-trades skill (Form 4). Awards align with the director DSU program; DSUs are fully vested at grant, subject to holding period .
Governance Assessment
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Strengths:
- Independent Chair with separated Chair/CEO roles; independent-only standing committees .
- High engagement and attendance; presides over executive sessions; no attendance shortfall in 2024 .
- Robust director ownership guidelines; all directors in compliance; prohibition on hedging/pledging supports alignment .
- No related-party transactions reported; no compensation committee interlocks .
- Compensation program reviewed annually with independent consultant; director pay aligned near peer median; clear disclosure and shareholder outreach (91.3% say-on-pay support in 2024) .
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Watch items:
- Long board tenure (since 2002) elevates continuity but may raise refreshment concerns; Board adopted mandatory retirement and leadership/committee rotation guidelines in 2024 (age 75 or 15 annual periods; expected rotations) .
- Significant DSU holdings concentrate equity as deferred units; while aligned, these are not performance-conditioned for directors .
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Overall: Governance posture is investor-friendly with an independent Chair, disciplined ownership and trading policies, strong attendance, and transparent pay structures. Board refreshment guidelines mitigate tenure risk, though monitoring of rotation execution is warranted .