Robert Rush
About Robert Rush
Robert Rush (age 57) serves as Vice President and Chief Risk Officer (CRO) of Two Harbors Investment Corp. (“TWO”), a role he has held since 2014 after joining the company in 2013; he holds a B.S. in Mathematics (Fordham) and an M.S. in Operations Research & Statistics and Ph.D. in Decision Sciences & Engineering Systems (Rensselaer Polytechnic Institute) . TWO delivered a 2024 total economic return (TER) on common book value of 7.0% and paid $1.80 in dividends per common share (c. 14% average dividend yield), while reported common book value declined to $14.47; performance incentives emphasize TER/TSR alignment . For the 12 months ended September 30, 2024 used for annual incentive benchmarking, absolute TER was 8.9% (near target payout) while relative TER was at the 17.8th percentile (0% payout on that metric) . Over the 2022–2024 PSU performance cycle, absolute TSR was negative and relative TSR was below median, resulting in a 39.4% payout of target for that tranche, reinforcing downside pay sensitivity to longer-horizon stock performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Two Harbors Investment Corp. | Vice President and Chief Risk Officer | 2014–present | Oversees enterprise and investment risk management across MSR and Agency RMBS; enhanced internal risk monitoring/reporting framework . |
| Two Harbors Investment Corp. | Managing Director | 2013–2014 | Senior risk leadership upon joining TWO . |
| UBS AG – Non-Core and Legacy Group | Managing Director, Director of Risk Strategy | 2013 | Oversaw exit from capital-inefficient businesses . |
| UBS – StabFund Investment Mgmt Group | Head of Risk Analytics | 2009–2012 | Led analytics and interest rate risk management for multi‑billion RMBS/CMBS/ABS/loan portfolio . |
| UBS – Workout/Global CDO Group | Head CDO & Esoteric Asset Trader; Co‑managed ABS/CMBS Derivatives Structuring | 2006–2008 | Trading/structuring leadership in complex securitized products . |
| John Hancock/Declaration Mgmt & Research | VP & Director of Quantitative Research | 1999–2006 | Led quant research supporting fixed‑income asset management . |
| Queues Enforth Development | Senior Operations Researcher | 1998–1999 | Analytics/optimization work . |
External Roles
No outside public company directorships or committee roles disclosed for Mr. Rush .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 490,385 |
| Target Annual Incentive ($) | — | — | 425,000 (85% of base) |
| Actual Annual Incentive Paid ($) | 364,723 | 570,000 | 377,060 |
Notes:
- 2024 base salaries for Ms. Sandberg, Mr. Letica, Ms. Riskey and Mr. Rush were unchanged; for 2025, no base salary adjustments are expected for Mr. Dellal, Ms. Sandberg, or Mr. Rush .
Performance Compensation
Annual Incentive Framework (2024)
| Component | Weight | Metric/Continuum | Target | 2024 Actual/Payout |
|---|---|---|---|---|
| Financial | 35% | Absolute TER (<1%, 1%, 9%, >15%) → 0/25/100/200% | 9.0% | 8.9% → 99% of target |
| Financial | 35% | Relative TER vs. peer group (<25th, 25th, 50th, 80th) → 0/50/100/200% | 50th %ile | 17.8th %ile → 0% |
| Strategic & Operational | 30% | Company goals in earnings power, processes/controls, risk/Cyber, stakeholder engagement | Qualitative | Committee-judged achievements across RoundPoint integration, DTC recapture launch, capital structure, controls/cyber . |
2024 Payout (Rush): $377,060 total (Financial portion based on 99%/0% outcomes; S&O portion based on Committee assessment) .
Long-Term Incentives (Structure and 2024 Grants)
- Structure: 50% PSUs and 50% RSUs; PSUs vest after 3-year performance period on absolute and relative TSR (equal weight); RSUs vest ratably over 3 years; dividend equivalents accrue subject to vesting .
- 2024 target LTI for Rush: $475,000 (95% of base; $237,500 PSUs / $237,500 RSUs) .
- 2024 grant details (January 8, 2024):
- RSUs: 16,760 units; grant-date fair value $237,489; vest ratably over 3 years beginning on first anniversary .
- PSUs: Threshold 6,337; Target 16,899; Max 33,798; grant-date fair value (at target) $273,595; performance period 3 years on TSR metrics .
2022 PSU Cycle Outcome (for awards granted in 2022; performance period 2022–2024):
| Metric | Weight | Actual | Payout (% of target) |
|---|---|---|---|
| 3‑yr Absolute TSR | 50% | (24.2)% | 0% |
| 3‑yr Relative TSR | 50% | 39.4th %ile | 78.9% |
| Weighted PSU Payout | 100% | — | 39.4% |
Additional facts:
- No stock options are currently granted under the 2021 Plan; no option repricing or buyouts without shareholder approval .
Stock Vested in 2024 (Select Events)
| Award Type | Original Grant | Vesting Date | Shares Vested | Value at Vest |
|---|---|---|---|---|
| PSU (2018–2021 cycle) | May 19, 2021 | Jan 8, 2024 | 6,887 | $97,589 |
| RSU | Feb 7, 2022 | Feb 7, 2024 | 5,296 | $64,452 |
| RSU | Jan 13, 2023 | Jan 13, 2024 | 6,454 | $87,710 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (SEC) | 48,698 common shares as of March 19, 2025 (<1% of outstanding) . |
| Unvested Outstanding Awards (12/31/2024) | RSUs: 16,760 (2024); 12,909 (2023); 5,297 (2022). PSUs (target basis): 16,899 (2024); 19,363 (2023); 15,889 (2022). See market values in proxy table . |
| Stock Ownership Guidelines | NEOs must hold 3x base salary within 5 years; Rush total stock ownership counted for guideline purposes: 69,176 shares valued $815,914 vs $1,500,000 requirement as of 12/31/2024; expected to reach within five years . |
| Hedging/Pledging | Prohibited for directors and executive officers under both governance highlights and Insider Trading Policy . |
| Clawback | Robust recoupment policy (mandatory for restatements; discretionary for misconduct causing material harm); 3‑year lookback; NYSE-compliant as of Dec 1, 2023 . |
Employment Terms
| Topic | Details |
|---|---|
| Employment Agreement | No individual employment agreement; standard employee confidentiality agreement including non‑solicitation and related provisions . |
| Severance Benefits Plan (no cause / good reason) | CEO: 2.0x base + target bonus; Other NEOs (incl. Rush): 1.5x base + target bonus; pro‑rata target annual bonus (company metrics based on actual results), company‑paid benefits up to 18 months (COBRA cap), and up to $25,000 outplacement over 6 months; installments over 18 months for NEOs (conditions apply) . |
| Change‑of‑Control | Double‑trigger for cash severance (Severance Plan) and equity vesting (2021 Plan); if awards not assumed, time‑vesting awards accelerate immediately prior to CoC . |
| Death/Disability | RSUs fully vest; PSUs vest at target upon death or disability . |
| Retirement (as defined) | RSUs and PSUs continue to vest per original schedules (PSUs subject to goal achievement) . |
| Perquisites/Pensions | Minimal perqs; broad‑based benefits; 401(k) 3% profit sharing and match up to 3% of eligible comp; no special retirement programs/SERP . |
| Anti‑Hedging/Pledging | Hedging and pledging prohibited . |
| Tax Gross‑Ups | No golden parachute excise or tax gross‑ups for executive officers . |
Insider Transactions and Vesting-Related Selling Pressure
- Form 4 (filed Feb 11, 2025): Sale of shares to satisfy tax liabilities upon RSU vesting; effected under a Rule 10b5‑1 plan with instructions given Feb 25, 2021; role: Chief Risk Officer; date of earliest transaction Feb 10, 2025 .
- Form 144 (filed Feb 6, 2024): Notice of proposed sale related to vesting of 2,648 RSUs on Feb 7, 2024, citing pre‑established instructions .
- Aggregated 2024 insider activity (summaries): Scheduled Form 4 sales in Jan–Feb 2024 following awards on Jan 8–9, 2024 (e.g., sales on Jan 16, Feb 9, Feb 27); reference log for CRO Rush .
Implication: Recent reported sales appear primarily tax‑withholding or 10b5‑1 scheduled around vesting, which typically reduces signaling risk of discretionary selling pressure .
Performance & Track Record Context
- 2024 company outcomes: total economic return on common book value 7.0% (dividends $1.80 per share; average dividend yield ~14%); end‑2024 common book value per share $14.47, down from $15.21 at YE23 .
- Strategic execution: First full year operating RoundPoint MSR platform; launched DTC recapture originations; repurchased preferred shares and convertible notes; enhanced controls and cybersecurity; expanded IR outreach .
- Bonus framework results reflect mixed environment: Absolute TER near target, relative TER below threshold vs peer group; S&O goals achieved, producing balanced payouts .
- Long-horizon PSU outcome (2022–2024) at 39.4% of target indicates alignment with three‑year TSR performance, with negative absolute TSR eliminating upside on that component .
Compensation Structure Analysis
- Pay mix emphasizes at‑risk pay: Annual cash incentive tied 70% to financial metrics (TER) and 30% to strategic/operational goals; LTI is 50% PSUs on 3‑yr TSR and 50% RSUs with 3‑yr ratable vesting .
- Governance: No single‑trigger CoC; robust clawback; prohibitions on hedging/pledging; strong stock ownership guidelines (3x salary for NEOs) .
- Peer benchmarking: Compensation levels informed by mortgage REIT/financial services peers; performance peers used for relative TER/TSR assessments .
Equity Detail (Outstanding at 12/31/2024)
| Award | Grant Date | Unvested Units | Reference |
|---|---|---|---|
| RSU | Jan 8, 2024 | 16,760 | |
| PSU (target) | Jan 8, 2024 | 16,899 | |
| RSU | Jan 13, 2023 | 12,909 | |
| PSU (target) | Jan 13, 2023 | 19,363 | |
| RSU | Feb 7, 2022 | 5,297 | |
| PSU (target) | Feb 7, 2022 | 15,889 |
Notes:
- RSUs vest ratably over three years beginning on the first anniversary of the grant; PSUs vest after a 3‑year period based on pre‑set TSR goals; dividend equivalents accrue subject to vesting .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~95.6% approval; five‑year history consistently above 95% .
Investment Implications
- Alignment: Annual and long-term incentives explicitly tie payouts to TER/TSR with caps and negative TSR protection, demonstrated by 2024 annual incentive outcomes and the ~39% PSU payout for 2022–2024, indicating credible pay-for-performance linkage .
- Retention/continuity: Significant unvested RSUs/PSUs and standard severance (1.5x base + target, double-trigger CoC) suggest moderate retention support without excessive guarantees; absence of employment agreement limits entitlement risk .
- Selling pressure: Recent insider sales appear largely scheduled or tax‑withholding related (10b5‑1, RSU vesting), reducing concern about discretionary divestments; hedging and pledging are prohibited, supporting alignment .
- Execution risk: While absolute TER held up, relative TER underperformance vs peers in 2024 and negative 3‑year absolute TSR for the 2022 PSU cycle highlight sector and strategy cyclicality; CRO oversight of risk analytics and hedging remains central as TWO leans further into MSR/servicing scale .