Rebecca B. Sandberg
Vice President, Chief Legal Officer, Secretary and Chief Compliance Officer at TWO HARBORS INVESTMENT
Executive
About Rebecca B. Sandberg
Rebecca B. Sandberg, age 53, is Vice President, Chief Legal Officer, Secretary, and Chief Compliance Officer of Two Harbors Investment Corp. (“TWO”). She joined TWO in June 2010 as Senior Counsel and Assistant Secretary, was appointed Deputy General Counsel and Secretary in May 2012, and became General Counsel and Secretary in March 2013; she has since assumed broader legal, compliance, and corporate secretary responsibilities . Sandberg holds a B.A. from the University of Minnesota and a J.D. from William Mitchell College of Law . Company performance highlights tied to executive pay include a 2024 total economic return (TER) on book value of 7.0% and dividends of $1.80 per share , while long-term PSU metrics over 2022–2024 delivered a three‑year absolute TSR of –24.2% and a relative TSR at the 39.4th percentile, resulting in a 39.4% PSU payout for that cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Two Harbors Investment Corp. | Senior Counsel & Assistant Secretary | Jun 2010 – May 2012 | Corporate governance and securities law support during growth phase |
| Two Harbors Investment Corp. | Deputy General Counsel & Secretary | May 2012 – Mar 2013 | Elevated responsibility for governance and disclosure |
| Two Harbors Investment Corp. | General Counsel & Secretary | Mar 2013 – Present | Lead legal and governance; later expanded to CLO/CCO roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Granite Point Mortgage Trust Inc. (NYSE: GPMT) | General Counsel | 2017 – Dec 2019 | Legal leadership following GPMT spin‑out from TWO |
| Granite Point Mortgage Trust Inc. (NYSE: GPMT) | Secretary | 2017 – Aug 2020 | Corporate secretary for public REIT, supporting board processes |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $500,000 |
| Target Bonus (%) | 135% of base salary |
| Notes | No 2025 base salary adjustment expected for Sandberg |
Multi‑Year Compensation Summary
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $500,000 | $500,000 | $490,385 |
| Stock Awards (Grant‑date fair value) | $734,521 | $829,800 | $780,086 |
| Non‑Equity Incentive Plan Compensation (Annual cash incentive) | $453,465 | $1,040,000 | $639,360 |
| Total Compensation | $1,808,691 | $2,462,518 | $1,909,831 |
Performance Compensation
Annual Incentive Framework (Company metrics drive payout for all NEOs)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Absolute TER | 50% | 1.0% | 9.0% | >15.0% | 8.9% | 99% |
| Relative TER (peer percentile) | 50% | 25th %ile | 50th %ile | 80th %ile | 17.8th %ile | 0% |
| Strategic & Operational Goals | 30% | 0%–200% range (qualitative) | — | — | Committee assessed achievements (RoundPoint integration, capital actions, DTC recapture) | Determined by Committee |
Sandberg 2024 Annual Incentive Outcome
| Component | Target ($) | 2024 Payout ($) |
|---|---|---|
| Total Target Annual Incentive | $675,000 | — |
| Financial Performance (70%) | $234,360 | $202,500 |
| Strategic & Operational (30%) | $405,000 | $405,000 |
| Total Payout | — | $639,360 |
Long‑Term Incentives (Structure and 2024 Grants)
| Element | Vesting | Performance Metrics | 2024 Grant Details |
|---|---|---|---|
| PSUs | 3‑year cliff; dividend equivalents accrue in PSUs | 50% absolute TSR; 50% relative TSR vs peer group; payouts 0–200%; capped at target if absolute TSR is negative | 25,793 target units; grant‑date fair value $417,589; grant date Jan 8, 2024 |
| RSUs | Ratable over 3 years; dividend equivalents during vesting | Time‑based retention | 25,582 units; grant‑date fair value $362,497; grant date Jan 8, 2024 |
PSU Performance Realization (2022–2024 Cycle)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| 3‑Year Absolute TSR | 50% | 3.0% | 27.0% | 45.0% | –24.2% | 0% |
| 3‑Year Relative TSR (peer %) | 50% | 25th %ile | 50th %ile | 80th %ile | 39.4th %ile | 78.9% |
| Weighted Payout | — | — | — | — | — | 39.4% |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 19, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Rebecca B. Sandberg | 84,572 | <1% |
Stock Ownership Guidelines and Status (as of Dec 31, 2024)
| Executive | Total Stock Ownership (shares) | Value of Stock Owned | Requirement (Multiple of Salary) | Status |
|---|---|---|---|---|
| Rebecca B. Sandberg | 112,894 | $1,331,558 | $1,500,000 (3x) | Below guideline; expected to reach within 5 years |
| Policy Features | — | — | — | Hedging and pledging prohibited; retention of net‑of‑tax vested shares until compliant |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | RSUs Unvested (shares) | Market Value ($) | PSUs Unearned (target units) | Monte Carlo Payout Value ($) |
|---|---|---|---|---|
| Feb 7, 2022 | 5,689 | $67,301 | 17,066 | $372,039 |
| Jan 13, 2023 | 13,865 | $164,023 | 20,797 | $467,309 |
| Jan 8, 2024 | 25,582 | $302,635 | 25,793 | $417,589 |
Equity Vested in 2024
| Award Type | Original Grant Date | Vest Date | Shares Vested | Value Realized ($) |
|---|---|---|---|---|
| PSU | May 19, 2021 | Jan 8, 2024 | 7,398 | $104,830 |
| RSU | May 19, 2021 | May 19, 2024 | 9,324 | $121,492 |
| RSU | Feb 7, 2022 | Feb 7, 2024 | 5,689 | $69,235 |
| RSU | Jan 13, 2023 | Jan 13, 2024 | 6,932 | $94,206 |
Employment Terms
Severance & Change‑of‑Control Economics (Sandberg)
| Scenario | Cash Severance Payment ($) | Unvested Equity Treatment ($) | Health/Welfare Benefits ($) | Outplacement ($) |
|---|---|---|---|---|
| Involuntary Termination Without Cause | $2,437,500 | $1,001,579 (accelerated per plan) | $39,810 | $25,000 |
| Termination by Executive for Good Reason | $2,437,500 | $1,001,579 | $39,810 | $25,000 |
| Change of Control + Qualifying Termination (Double Trigger) | $3,025,000 | $1,287,009 | $39,810 | $25,000 |
- Double‑trigger vesting for equity awards; if awards are not assumed in a change of control, vesting may accelerate immediately prior to closing per plan terms .
- No individual employment agreement; covered by company Severance Benefits Plan with clawback provisions and restrictive covenants .
- Anti‑hedging and anti‑pledging; robust clawback policy updated to comply with NYSE listing standards (effective Dec 1, 2023) .
Compensation Structure Highlights and Governance
- Pay‑for‑performance: majority of total executive compensation is variable; annual incentive 70% financial (TER absolute/relative) and 30% strategic/operational; LTI split equally between PSUs and RSUs .
- PSU payouts capped at target if absolute TSR is negative; 2022–2024 cycle paid at 39.4%, reflecting underperformance and alignment of pay outcomes .
- Strong stockholder support: 2024 say‑on‑pay approval ~95.6% .
- No tax gross‑ups, no single‑trigger CIC vesting, and clawbacks in place .
Investment Implications
- Alignment: Variable pay tied to TER and TSR ensures direct linkage to shareholder value; PSU mechanics capped payouts amid negative absolute TSR, confirming downside alignment .
- Ownership and retention: Sandberg is below the 3x salary ownership guideline ($1.5M vs. $1.33M), implying continued share retention until compliance, which can temper discretionary selling pressure .
- Governance and risk: No employment agreement, double‑trigger CIC, clawback, and anti‑hedging/pledging policies reduce governance risk and misalignment concerns .
- Performance sensitivity: 2024 relative TER at the 17.8th percentile drove a 0% payout on that metric; execution around MSR strategy and RoundPoint integration remains central to improving relative performance and future incentive payouts .