Equity Compensation Plans

At December 31, 2018 and December 31, 2017, 4,616,776 and 1,356,438 shares of common stock, respectively, were available for grant under our Incentive Plan. During the second quarter of 2018, Redwood shareholders approved for grant an additional 4,000,000 shares of common stock under our Incentive Plan. The unamortized compensation cost of awards issued under the Incentive Plan and purchases under the Employee Stock Purchase Plan totaled $25 million at December 31, 2018, as shown in the following table.

Table 18.1 – Activities of Equity Compensation Costs by Award Type



	Year Ended December 31, 2018
(In Thousands)	Restricted Stock			Deferred Stock Units			Performance Stock Units			Employee Stock Purchase Plan			Total
Unrecognized compensation cost at beginning of period	$	2,808		$	13,364		$	5,298		$	—		$	21,470
Equity grants	2,566			9,050			4,400			136			16,152
Equity grant forfeitures	(112		)	—			—			—			(112		)
Equity compensation expense	(1,690		)	(7,925		)	(2,637		)	(136		)	(12,388		)
Unrecognized Compensation Cost at End of Period	$	3,572		$	14,489		$	7,061		$	—		$	25,122

At December 31, 2018, the weighted average amortization period remaining for all of our equity awards was less than two years.

Restricted Stock Awards

The following table summarizes the activities related to restricted stock for the years ended December 31, 2018, 2017, and 2016.

Table 18.2 – Restricted Stock Awards Activities



	Years Ended December 31,
	2018				2017				2016
	Shares		Weighted Average Grant Date Fair Market Value		Shares		Weighted Average Grant Date Fair Market Value		Shares		Weighted Average Grant Date Fair Market Value
Outstanding at beginning of period	257,507		$	15.23	204,515		$	14.27	187,180		$	18.22
Granted	173,413		14.73		134,364		16.52		144,056		11.89
Vested	(83,968	)	15.46		(61,928	)	14.97		(50,107	)	17.28
Forfeited	(7,470	)	15.05		(19,444	)	14.78		(76,614	)	18.01
Outstanding at End of Period	339,482		$	14.92	257,507		$	15.23	204,515		$	14.27

The expenses recorded for restricted stock awards were $2 million for the year ended December 31, 2018, and $1 million for each of the years ended December 31, 2017 and 2016. As of December 31, 2018, there was $4 million of unrecognized compensation cost related to unvested restricted stock. This cost will be recognized over a weighted average period of less than two years. Restrictions on shares of restricted stock outstanding lapse through 2022.

Deferred Stock Units (“DSUs”)

The following table summarizes the activities related to DSUs for the years ended December 31, 2018, 2017, and 2016.

Table 18.3 – Deferred Stock Units Activities



	Years Ended December 31,
	2018				2017				2016
	Units		Weighted Average Grant Date Fair Market Value		Units		Weighted Average Grant Date Fair Market Value		Units		Weighted Average Grant Date Fair Market Value
Outstanding at beginning of period	1,878,491		$	15.92	1,848,862		$	16.46	2,407,154		$	16.45
Granted	670,254		15.53		565,921		16.01		565,061		13.33
Distributions	(212,025	)	18.37		(504,417	)	18.09		(1,060,459	)	14.64
Forfeitures	—		—		(31,875	)	14.80		(62,894	)	18.66
Balance at End of Period	2,336,720		$	15.58	1,878,491		$	15.92	1,848,862		$	16.46

We generally grant DSUs annually, as part of our compensation process. In addition, DSUs are granted from time to time in connection with hiring and promotions and in lieu of the payment in cash of a portion of annual bonus earned. At December 31, 2018 and 2017, the number of outstanding DSUs that were unvested was 1,155,098 and 988,656, respectively. The weighted average grant-date fair value of these unvested DSUs was $15.18 and $15.20 at December 31, 2018 and 2017, respectively. Unvested DSUs at December 31, 2018 will vest through 2022.

Expenses related to DSUs were $8 million, $6 million, and $9 million for the years ended December 31, 2018, 2017, and 2016, respectively. At December 31, 2018, there was $14 million of unrecognized compensation cost related to unvested DSUs. This cost will be recognized over a weighted average period of less than two years. At December 31, 2018 and 2017, the number of outstanding DSUs that had vested was 1,181,623 and 889,835, respectively.

Performance Stock Units (“PSUs”)

At December 31, 2018 and December 31, 2017, the target number of PSUs that were unvested was 725,616 and 704,270, respectively. During 2018, 2017, and 2016, 258,078, 273,054, and 194,484 target number of PSUs were granted, respectively, with per unit grant date fair values of $17.05, $13.24, and $9.46, respectively. During the years ended December 31, 2018 and 2017, there were no PSUs forfeited due to employee departures. During the year ended December 31, 2016, there were 208,330 target number of PSUs forfeited due to employee departures.

With respect to 235,053 target number of PSUs granted in December 2018, the number of underlying shares of common stock that vest and that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 250% of the target number of PSUs granted, with the target number of PSUs granted being adjusted to reflect the value of any dividends declared on our common stock during the vesting period. Vesting of these PSUs will generally occur as of January 1, 2022 based on a three-step process as described below.

•

First, baseline vesting would range from 0% - 200% of the target number of PSUs granted based on the level of book value total stockholder return (“bvTSR”) attained over the three-year vesting period, with 100% of the target number of PSUs vesting if three-year bvTSR is 25%. Book Value TSR for the PSUs granted in December 2018 is defined as the percentage by which our book value "per share price" has increased or decreased as of the last day of the three-year vesting period relative to the first day of such vesting period, adjusted to reflect the reinvestment of all dividends declared and/or paid on our common stock, compared to the bvTSR goal for the performance period.


•	Second, the vesting level would then be adjusted to increase or decrease by up to an additional 50 percentage points based on Redwood’s relative total stockholder return (“rTSR”) against a comparator group of companies measured over the three-year vesting period, with median rTSR performance correlating to no adjustment from the baseline level of vesting.

•

Third, if the vesting level after steps one and two is greater than 100% of the target number of PSUs, but absolute total shareholder return (“TSR”) is negative over the three-year performance period, vesting would be capped at 100% of target number of PSUs. TSR is defined as the percentage by which our common stock “per share price” has increased or decreased as of the last day of the three-year vesting period relative to the first day of such vesting period, adjusted to reflect the reinvestment of all dividends declared and/or paid on our common stock (“Three-Year TSR”).

The grant date fair value of the December 2018 PSUs of $17.23 was determined through Monte-Carlo simulations using the following assumptions: the common stock closing price at the grant date for Redwood and each member of the comparator group, the average closing price of the common stock price for the 60 trading days prior to the grant date for Redwood and each member of the comparator group, and the range of performance-based vesting based on Absolute TSR over three years from the grant date. For the 2018 PSU grant, an implied volatility assumption of 22% (based on historical volatility), a risk-free rate of 2.78% (the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs) were used.

In May 2018, 23,025 target number of PSUs with a per unit grant date fair value of $15.20 were granted to two executives in connection with their promotions. The grant date fair values of these PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 60 trading days prior to the grant date and the range of performance-based vesting based on Three-Year TSR and the performance-based vesting formula described below with respect to PSUs granted in December 2017. For this PSU grant, an implied volatility assumption of 27% (based on historical volatility), a risk-free rate of 2.71% (the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs) were used.

With respect to the PSUs granted in December 2017, vesting will generally occur at the end of three years from their grant date, with the level of vesting at that time contingent on the Three-Year TSR. The number of underlying shares of our common stock that will vest in future years will vary between 0% (if Three-Year TSR is zero or negative) and 200% (if Three-Year TSR is greater than or equal to 125%) of the target number of PSUs originally granted, adjusted upward (if vesting is greater than 0%) to reflect the value of dividends paid during the three-year vesting period.

The grant date fair values of 2017 PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 60 trading days prior to the grant date and the range of performance-based vesting based on TSR over three years from the grant date. For the 2017 PSU grant, an implied volatility assumption of 27% (based on historical volatility), a risk-free rate of 1.90% (the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs) were used.

With respect to the PSUs granted in 2016, vesting will generally occur at the end of three years from their grant date based on four different two-year TSR performance measurement periods and continued employment through December 13, 2019. For purposes of measuring TSR over a three-year vesting period, the PSUs granted in 2016 are divided into four tranches with staggered two-year performance measurement periods beginning on: the grant date; the three-month anniversary of the grant date; the six-month anniversary of the grant date; and the nine-month anniversary of the grant date, respectively. Performance-based vesting of each tranche is based on TSR over the respective two-year performance measurement period. TSR for the PSUs granted in 2016 is defined as the percentage by which our common stock “per share price” has increased or decreased as of the last day of each two-year performance measurement period relative to the first day of such performance measurement period, adjusted to reflect the reinvestment of all dividends declared and/or paid on our common stock (“Two-Year TSR”). The PSUs earned for each of the four two-year periods will vest and be distributed in December 2019. The number of underlying common shares of our common stock that will vest will vary between 0% (if the Two-Year TSR for a tranche is zero or negative) and 200% (if the Two-Year TSR for a tranche is greater than or equal to 72%) of the target number of PSUs originally granted in each tranche, adjusted upward (if vesting is greater than 0%) to reflect the value of dividends paid during the three-year vesting period.

The grant date fair values of the 2016 PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 60 trading days prior to the grant date and the range of performance-based vesting based on TSR over four separate two-year performance periods. For the 2016 PSU grant, an implied volatility assumption of 29% (based on historical volatility), a risk-free rate of 1.57% (the three-year Treasury rate on the grant date), and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs), were used.

With respect to the PSUs granted in 2015, the three-year performance period ended during the fourth quarter of 2018, resulting in the vesting of 387,937 shares of our common stock. With respect to the PSUs granted in 2014, the three-year performance period ended during the fourth quarter of 2017, resulting in the vesting of zero shares of our underlying common stock. With respect to the PSUs granted in 2013, the three-year performance period ended during the fourth quarter of 2016, resulting in the vesting of zero shares of our underlying common stock.

Expenses related to PSUs were $3 million for each of the years ended December 31, 2018, 2017, and 2016. As of December 31, 2018, there was $7 million of unrecognized compensation cost related to unvested PSUs.

Employee Stock Purchase Plan ("ESPP")

The ESPP allows a maximum of 450,000 shares of common stock to be purchased in aggregate for all employees. As of December 31, 2018, 390,569 shares had been purchased, respectively, and there remained a negligible amount of uninvested employee contributions in the ESPP at December 31, 2018.

The following table summarizes the activities related to the ESPP for the years ended December 31, 2018, 2017, and 2016.

Table 18.4 – Employee Stock Purchase Plan Activities



	Years Ended December 31,
(In Thousands)	2018			2017			2016
Balance at beginning of period	$	4		$	3		$	18
Employee purchases	375			305			290
Cost of common stock issued	(373		)	(304		)	(305		)
Balance at End of Period	$	6		$	4		$	3

Executive Deferred Compensation Plan

The following table summarizes the cash account activities related to the EDCP for the years ended December 31, 2018, 2017, and 2016.

Table 18.5 – EDCP Cash Accounts Activities



	Years Ended December 31,
(In Thousands)	2018			2017			2016
Balance at beginning of period	$	2,171		$	2,088		$	2,095
New deferrals	759			750			558
Accrued interest	82			58			53
Withdrawals	(528		)	(725		)	(618		)
Balance at End of Period	$	2,484		$	2,171		$	2,088

In the fourth quarter of 2018, our Board of Directors approved an amendment to the EDCP to increase by 200,000 shares the shares available to allow non-employee directors to defer certain cash payments and dividends into DSUs.