William Greenberg
About William Greenberg
William Greenberg, age 57, is President and Chief Executive Officer of TWO and has served as CEO since June 2020 and as a director since September 2020 . He holds a B.S. in physics from MIT and M.S./Ph.D. in theoretical nuclear physics from the University of Washington, and has 25+ years managing structured finance portfolios . Under his leadership, TWO delivered 2024 total economic return on common book value of 7.0%, with book value of $14.47 at year-end and dividends of $1.80 per common share (average dividend yield ~14%) . For long-term incentives tied to shareholder value, 2022–2024 PSU outcomes paid 39.4% of target driven by three-year absolute TSR of -24.2% and relative TSR at the 39.4th percentile versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TWO | President & Chief Executive Officer | Jun 2020–Present | Led internalization and pivot to MSR-focused REIT; oversight of performance and capital allocation . |
| TWO | Chief Investment Officer | Jun 2021–Aug 2022 | Oversaw investment portfolio; coupon positioning and MSR/RMBS mix . |
| TWO | Co-Chief Investment Officer | Jan 2020–Jun 2020 | Shared investment leadership during transition . |
| TWO | Co‑Deputy Chief Investment Officer | Jun 2018–Jan 2020 | Supported investment risk and portfolio construction . |
| UBS AG | Managing Director; Co‑Head Trading within SNB StabFund | Prior to 2012 | Managed mortgage repurchase liability risk >$100B RMBS/whole loans; ran trading for ~$40B legacy securitizations . |
| Natixis NA | Managing Director | Prior to UBS | Co-managed RMBS and Agency MSR portfolios . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Greenberg . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $950,000 target; $919,038 paid | Base increased from $875,000 to $950,000 effective Mar 1, 2024; salary paid reflects proration . |
| Target Annual Bonus | $1,900,000 (200% of base) | CEO target % set by Compensation Committee . |
| 2024 Non‑Equity Incentive (Actual) | $1,799,680 | Paid Q1 2025 . |
| 2025 Base Salary | $1,000,000 | Effective Feb 1, 2025 . |
Performance Compensation
Annual Incentive Framework (2024)
| Metric | Weighting within Annual Incentive | Target | Actual | Payout (% of Target) | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Absolute Total Economic Return (TER) | 50% of Financial (Financial = 70%) | 9.0% (threshold 1.0%; max >15.0%) | 8.9% | 99% | $659,680 | Cash; paid Q1 2025 . |
| Relative TER vs Performance Peer Group | 50% of Financial (Financial = 70%) | 50th percentile (threshold 25th; max 80th) | 17.8th percentile | 0% | Included in $659,680 above | Cash; paid Q1 2025 . |
| Strategic & Operational Goals | 30% | Company-specific strategic/operational objectives | Achieved above target | — | $1,140,000 | Cash; paid Q1 2025 . |
Key 2024 strategic and operational achievements included first full year owning RoundPoint MSR platform, DTC recapture originations ($64.3mm first lien UPB; $40.2mm second lien UPB), preferreds/convertible repurchases, vertical integration and control enhancements .
Long-Term Equity Incentives
| Award Type | Grant Date | Target Award | Key Terms |
|---|---|---|---|
| RSUs | Jan 8, 2024 | 100,564 shares ($1,424,992 grant-date fair value) | Time-based, vest ratably over 3 years; dividend equivalents accrue . |
| PSUs | Jan 8, 2024 | 101,394 target units ($1,641,569 grant-date fair value) | 3-year performance period; 50% absolute TSR, 50% relative TSR; 0–200% payout; dividend equivalents accrue in PSUs . |
| 2024 LTI Mix | — | $2,850,000 total (300% of base; 50% PSUs, 50% RSUs) | Committee design for long-term value creation and retention . |
2022 PSU outcomes (performance period Jan 1, 2022–Dec 31, 2024; approved Jan 2025):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| 3-year Absolute TSR | 50% | 27.0% (threshold 3.0%; max 45.0%) | -24.2% | 0% |
| 3-year Relative TSR vs Peer Group | 50% | 50th percentile (threshold 25th; max 80th) | 39.4th percentile | 78.9% |
| Weighted PSU Payout | — | — | — | 39.4% |
Stock Vested in 2024 (CEO)
| Award Type | Original Grant Date | Vesting Date | Shares Vested | Value Realized |
|---|---|---|---|---|
| PSU | May 19, 2021 | Jan 8, 2024 | 20,665 | $292,823 |
| RSU | May 19, 2021 | May 19, 2024 | 17,483 | $227,803 |
| RSU | Feb 7, 2022 | Feb 7, 2024 | 15,890 | $193,381 |
| RSU | Jan 13, 2023 | Jan 13, 2024 | 19,327 | $262,654 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (common) | 155,140 shares; includes 3,025 shares held by spouse (disclaims beneficial ownership; no voting/dispositive power) . |
| Ownership % of Class | Less than 1% (based on 104,022,948 shares outstanding) . |
| Stock Ownership Guidelines (CEO) | 5× base salary required; current calculated ownership value $3,054,065 vs guideline $4,750,000; expects to reach within five-year period . |
| Hedging/Pledging | Prohibited for executives/directors under Insider Trading Policy; anti-hedging/pledging highlighted in governance . |
| Outstanding Equity (as of 12/31/2024) | RSUs: 100,564 (2024 grant; $1,189,672 market value); 38,654 (2023 grant; $457,277); 15,890 (2022 grant; $187,979). PSUs: 101,394 (2024 target; $1,641,569 payout value at target); 57,981 (2023 target; $1,302,833); 47,669 (2022 target; $1,039,184) . |
Notes:
- RSUs vest in three equal annual installments from the first anniversary of grant; PSUs vest after full three-year performance period, with dividend equivalents accruing and subject to the same vesting conditions .
- Directors/executives prohibited from hedging/pledging and from selling below minimum ownership thresholds (directors minimum $300,000; executives have salary multiples) .
Employment Terms
| Category | Key Terms |
|---|---|
| Employment Agreement | None; executives sign standard confidentiality agreements with inventions assignment, non-disparagement and non-solicitation . |
| Severance (No Cause) | CEO: 2.0× base salary + target annual incentive; pro rata current-year incentive (company metrics at actual; individual metrics at target); up to 18 months employer-paid welfare benefits; outplacement up to $25,000; paid over 24 months (bonus portion lump sum on company bonus timing) contingent on release and covenants . |
| Change of Control | Double-trigger: severance payable only if termination without cause or for good reason within 24 months post-CoC; equity awards feature double-trigger acceleration (or single-trigger if awards not assumed), with RSUs vesting and PSUs vesting pro rata based on actual performance . |
| Clawback | Mandatory recovery for restatements; discretionary for misconduct causing material harm; three-year lookback; policy amended/restated Dec 1, 2023 to comply with NYSE standards . |
| Anti-Gross-Up | No golden parachute excise or tax gross-up payments . |
| Options | Company did not grant options or option-like instruments in 2024; no repricing; policy evaluated if options are ever granted . |
Board Governance
- Board Service: Director since 2020; non-independent (as CEO) .
- Chair/Independence: Board Chair is independent (Stephen G. Kasnet); roles of Chair and CEO are separated; all committees comprise independent directors .
- Committees: Audit, Compensation, Nominating & Corporate Governance, and Risk Oversight Committees are fully independent; Greenberg does not serve on any committee .
- Meetings/Attendance: Board met five times in 2024; committees met regularly; all directors attended ≥75% of meetings; independent directors held executive sessions .
- Director Pay: Non-independent directors (including the CEO) receive no director compensation; independent director compensation is cash + RSUs with additional fees for Chair/committee chairs .
- Director Ownership Policy: Minimum $300,000 market value; permitted sales up to 40% of vesting shares for taxes; hedging/pledging prohibited .
Compensation Peer Group and Performance Peer Group
- Executive compensation benchmarking peer group includes mortgage REITs and financials (e.g., AGNC, MFA, Rithm, PennyMac, Redwood, Ladder, Mr. Cooper, BrightSpire, NYMT) .
- Performance peer group for relative TER and TSR includes sector peers (e.g., Annaly, AGNC, Dynex, Invesco, Orchid Island, PMT, Rithm, etc.) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95.6% of votes cast in favor; last five annual meetings all exceeded 95% support, indicating strong investor endorsement of pay practices .
Equity Award Grants and Outstanding Detail (CEO)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| RSUs | Jan 8, 2024 | 100,564 | $1,424,992 |
| PSUs (Target) | Jan 8, 2024 | 101,394 | $1,641,569 |
| RSUs | Jan 13, 2023 | 38,654 | $457,277 market value at 12/31/2024 |
| PSUs (Target) | Jan 13, 2023 | 57,981 | $1,302,833 payout value at target |
| RSUs | Feb 7, 2022 | 15,890 | $187,979 market value at 12/31/2024 |
| PSUs (Target) | Feb 7, 2022 | 47,669 | $1,039,184 payout value at target |
Investment Implications
- Pay-for-performance linkage is robust: annual incentives hinge on absolute/relative TER; long-term PSUs hinge on three-year absolute and relative TSR, capping payouts when absolute TSR is negative—2022 PSU cycle paid 39.4%, evidencing alignment with shareholder returns in a volatile rate environment .
- Vesting-driven supply: substantial RSU tranches vest annually over three years; while hedging/pledging is prohibited, expect periodic tax-related sales around vest dates, creating near-term supply without signaling negative outlook .
- Ownership alignment: CEO must meet 5× salary guideline; current value ($3.05M) below $4.75M target, with stated expectation to reach within five years—potentially supportive of continued equity retention and reduced selling pressure until compliance .
- Retention and change-of-control: absence of an employment agreement reduces rigidity, but severance terms (2× salary+target bonus; double-trigger CoC) are competitive and provide stability without single-trigger acceleration—limiting governance red flags .
- Governance quality: independent chair, fully independent committees, strong clawback and anti-hedging/pledging policies, and consistent >95% say-on-pay support reduce governance risk and suggest broad investor acceptance of compensation design .