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Equity Compensation Plans | 12 Months Ended
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Dec. 31, 2021
Share-based Payment Arrangement [Abstract] |
Equity Compensation Plans | Equity Compensation Plans At December 31, 2021 and 2020, 5,958,390 and 7,957,891 shares of common stock, respectively, were available for grant under our Incentive Plan. The unamortized compensation cost of awards issued under the Incentive Plan which are settled by delivery of shares of common stock and purchases under the Employee Stock Purchase Plan totaled $42 million at December 31, 2021, as shown in the following table. Table 18.1 – Activities of Equity Compensation Costs by Award Type
|  |  |  | Year Ended December 31, 2021
(In Thousands) |  |  |  | Restricted Stock Awards |  | Restricted Stock Units |  | Deferred Stock Units |  | Performance Stock Units |  | Employee Stock Purchase Plan |  | Total
Unrecognized compensation cost at beginning of period |  |  |  | $ | 564 |  |  | $ | 3,540 |  |  | $ | 17,766 |  |  | $ | 5,794 |  |  | $ | — |  |  | $ | 27,664 |
Equity grants |  |  |  | — |  |  | 2,371 |  |  | 18,380 |  |  | 8,125 |  |  | 361 |  |  | 29,237 |
Performance-based valuation adjustment |  |  |  | — |  |  | — |  |  | — |  |  | 1,072 |  |  | — |  |  | 1,072 |
Equity grant forfeitures |  |  |  | (2) |  |  | (695) |  |  | (550) |  |  | — |  |  | — |  |  | (1,247) |
Equity compensation expense |  |  |  | (478) |  |  | (1,627) |  |  | (9,123) |  |  | (2,754) |  |  | (361) |  |  | (14,343) |
Unrecognized Compensation Cost at End of Period |  |  |  | $ | 84 |  |  | $ | 3,589 |  |  | $ | 26,473 |  |  | $ | 12,237 |  |  | $ | — |  |  | $ | 42,383 |
At December 31, 2021, the weighted average amortization period remaining for all of our equity awards was less than two years. Restricted Stock Awards ("RSAs") The following table summarizes the activities related to RSAs for the years ended December 31, 2021, 2020, and 2019. Table 18.2 – Restricted Stock Awards Activities
| Years Ended December 31,
| 2021 |  | 2020 |  | 2019
| 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 | 78,998 |  |  | $ | 15.23 |  |  | 216,470 |  |  | $ | 14.85 |  |  | 334,606 |  |  | $ | 14.92 |
Granted | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Vested | (50,857) |  |  | 15.50 |  |  | (102,615) |  |  | 14.44 |  |  | (118,136) |  |  | 15.05 |
Forfeited | — |  |  | — |  |  | (34,857) |  |  | 15.16 |  |  | — |  |  | — |
Outstanding at End of Period | 28,141 |  |  | $ | 14.74 |  |  | 78,998 |  |  | $ | 15.23 |  |  | 216,470 |  |  | $ | 14.85 |
The expenses recorded for RSAs were $0.5 million, $1 million, and $2 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was less than $0.1 million of unrecognized compensation cost related to unvested RSAs. This cost will be recognized over a weighted average period of less than one year. Restrictions on shares of RSAs outstanding lapse through 2022. Restricted Stock Units ("RSUs") The following table summarizes the activities related to RSUs for the years ended December 31, 2021, 2020, and 2019. Table 18.3 – Restricted Stock Units Activities
| Years Ended December 31,
| 2021 |  | 2020 |  | 2019
| 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 | 282,424 |  |  | $ | 16.09 |  |  | 275,173 |  |  | $ | 15.65 |  |  | 4,876 |  |  | $ | 15.38 |
Granted | 272,261 |  |  | 8.80 |  |  | 205,482 |  |  | 16.86 |  |  | 270,297 |  |  | 15.66 |
Vested | (78,270) |  |  | 15.93 |  |  | (68,076) |  |  | 15.65 |  |  | — |  |  | — |
Forfeited | (45,343) |  |  | 15.75 |  |  | (130,155) |  |  | 16.60 |  |  | — |  |  | — |
Outstanding at End of Period | 431,072 |  |  | $ | 11.55 |  |  | 282,424 |  |  | $ | 16.09 |  |  | 275,173 |  |  | $ | 15.65 |
The expenses recorded for RSUs were $2 million, $1 million, and $1 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $4 million of unrecognized compensation cost related to unvested RSUs. This cost will be recognized over a weighted average period of less than 2 years. Restrictions on shares of RSUs outstanding lapse through 2025. Deferred Stock Units (“DSUs”) The following table summarizes the activities related to DSUs for the years ended December 31, 2021, 2020, and 2019. Table 18.4 – Deferred Stock Units Activities
| Years Ended December 31,
| 2021 |  | 2020 |  | 2019
| 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 | 2,805,144 |  |  | $ | 13.84 |  |  | 2,630,805 |  |  | $ | 15.66 |  |  | 2,336,720 |  |  | $ | 15.58 |
Granted | 1,588,862 |  |  | 12.04 |  |  | 1,186,154 |  |  | 10.69 |  |  | 733,096 |  |  | 16.06 |
Distributions | (340,757) |  |  | 15.82 |  |  | (720,562) |  |  | 14.31 |  |  | (419,113) |  |  | 15.96 |
Forfeitures | (31,161) |  |  | 17.65 |  |  | (291,253) |  |  | 16.25 |  |  | (19,898) |  |  | 15.96 |
Balance at End of Period | 4,022,088 |  |  | $ | 12.93 |  |  | 2,805,144 |  |  | $ | 13.84 |  |  | 2,630,805 |  |  | $ | 15.66 |
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. DSUs generally vest over the course of a four-year vesting period, and are distributed after the end of the final vesting period or after an employee is terminated. At December 31, 2021 and 2020, the number of outstanding DSUs that were unvested was 2,552,186 and 1,599,019, respectively, and the weighted average grant-date fair value of these unvested DSUs was $12.07 and $13.30 at December 31, 2021 and 2020, respectively. Unvested DSUs at December 31, 2021 will vest through 2025. Expenses related to DSUs were $9 million for the year ended December 31, 2021, and were $8 million for both of the years ended December 31, 2020, and 2019, respectively. At December 31, 2021, there was $26 million of unrecognized compensation cost related to unvested DSUs. This cost will be recognized over a weighted average period of less than 2 years. Performance Stock Units (“PSUs”) At December 31, 2021 and 2020, the target number of PSUs that were unvested was 1,473,883 and 978,735, respectively. During 2021, 2020, and 2019, 518,173, 473,845, and 307,938 target number of PSUs were granted, respectively, with per unit grant date fair values of $15.68, $10.42, and $17.13, respectively. The end of the vesting period for 206,034 target PSU awards that were granted in 2018 was January 1, 2022 and failure to reach a threshold level under their performance-based vesting criteria resulted in the vesting of no shares of our common stock underlying these PSUs. During the year ended December 31, 2020, 99,175 PSUs were forfeited due to employee departures. During the years ended December 31, 2021, and 2019, there were no PSUs forfeited due to employee departures. With respect to 518,173, 473,845, and 275,831 target number of PSUs granted in December 2021, December 2020, and December 2019, respectively, and outstanding at December 31, 2021, 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, 2025 for the December 2021 awards, January 1, 2024 for the December 2020 awards, and January 1, 2023 for the December 2019 awards. Vesting criteria for these awards are based on a three-step process as described below. With respect to the December 2021 and 2020 PSU awards: •Target PSUs are divided into three equal tranches. Baseline vesting for each tranche would range from 0% - 200% of the Target PSUs in such tranche based on the level of the Company's book value total shareholder return ("bvTSR") attained over a corresponding calendar year measurement period within the three-year vesting period, with 100% of the Target PSUs in each tranche vesting if one-year bvTSR for such tranche is 7.7%. •Second, at the end of the three-year vesting period, the aggregate vesting level of the three tranches, or total baseline vesting, would then be adjusted to increase or decrease by up to 50 percentage points based on the Company's three-year 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 total baseline level of vesting. •Third, if the aggregate vesting level after steps one and two is greater than 100% of the Target PSUs, but the Company's absolute total shareholder return ("TSR") is negative over the three-year performance period, vesting would be capped at 100% of Target PSUs. With respect to the December 2019 and December 2018 PSU awards: •First, baseline vesting would range from 0% - 200% of the target number of PSUs granted based on the level of 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 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 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 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 2021 PSUs of $15.68 per unit 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 beginning January 1, 2022 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 2021 PSU grant, an implied volatility assumption of 59% (based on historical volatility), a risk-free rate of 0.98% (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. The grant date fair value of the December 2020 PSUs of $10.42 per unit 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 beginning January 1, 2021 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 2020 PSU grant, an implied volatility assumption of 54% (based on historical volatility), a risk-free rate of 0.18% (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. The grant date fair value of the December 2019 PSUs of $17.13 per unit 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 2019 PSU grant, an implied volatility assumption of 15% (based on historical volatility), a risk-free rate of 1.68% (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. The grant date fair value of the December 2018 PSUs of $17.23 per unit 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 PSUs granted in May 2018, the three-year performance period ended during the second quarter of 2021, resulting in the vesting of no shares of our common stock. With respect to the PSUs granted in December 2018, the three-year performance period ended on January 1, 2022, resulting in the vesting of no shares of our common stock. With respect to PSUs granted in 2017, the three-year performance period ended during the fourth quarter of 2020, resulting in the vesting of no shares of our common stock. With respect to the PSUs granted in 2016, the three-year performance period ended during the fourth quarter of 2019, resulting in the vesting of 222,769 shares of our common stock. Expenses related to PSUs were $3 million for the year ended December 31, 2021, $0.1 million for the year ended December 31, 2020, and $3 million for the year ended December 31, 2019. As of December 31, 2021, there was $12 million of unrecognized compensation cost related to unvested PSUs. During 2021, for PSUs granted in 2020, we adjusted the future amortization expense by $1 million to reflect our current estimate of the number of shares expected to vest in relation to the performance condition for the initial one-year vesting tranche. During 2020, for PSUs granted in 2018 and 2019, we adjusted our vesting estimate to assume that none of these awards will meet the minimum performance thresholds for vesting. This adjustment resulted in a reversal of $1 million of stock-based compensation expense that had been recorded prior to 2020. Employee Stock Purchase Plan ("ESPP") The ESPP allows a maximum of 850,000 shares of common stock to be purchased in aggregate for all employees. As of December 31, 2021, 569,728 shares had been purchased, respectively, and there remained a negligible amount of uninvested employee contributions in the ESPP at December 31, 2021. The following table summarizes the activities related to the ESPP for the years ended December 31, 2021, 2020, and 2019. Table 18.5 – Employee Stock Purchase Plan Activities
|  | Years Ended December 31,
(In Thousands) |  | 2021 |  | 2020 |  | 2019
Balance at beginning of period |  | $ | 17 |  |  | $ | 4 |  |  | $ | 6 |
Employee purchases |  | 595 |  |  | 347 |  |  | 524 |
Cost of common stock issued |  | (605) |  |  | (334) |  |  | (526) |
Balance at End of Period |  | $ | 7 |  |  | $ | 17 |  |  | $ | 4 |
Executive Deferred Compensation Plan The following table summarizes the cash account activities related to the EDCP for the years ended December 31, 2021, 2020, and 2019. Table 18.6 – EDCP Cash Accounts Activities
|  | Years Ended December 31,
(In Thousands) |  | 2021 |  | 2020 |  | 2019
Balance at beginning of period |  | $ | 2,289 |  |  | $ | 2,454 |  |  | $ | 2,484 |
New deferrals |  | 1,017 |  |  | 726 |  |  | 789 |
Accrued interest |  | 56 |  |  | 42 |  |  | 68 |
Withdrawals |  | (632) |  |  | (933) |  |  | (887) |
Balance at End of Period |  | $ | 2,730 |  |  | $ | 2,289 |  |  | $ | 2,454 |
In 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. At December 31, 2021, there were 43,225 shares available for grant under this plan.

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