Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On June 26, 2020, the Board of Directors of Redwood Trust, Inc. (the "Company") announced that George W. Madison will join the Board of Directors effective as of July 1, 2020, to fill the vacancy created by the Board's decision to increase the size of the Board from eight directors to nine. Mr. Madison will serve on the Board's Audit Committee and Governance and Nominating Committee.

Mr. Madison, age 66, retired in March 2020, after serving as a partner at Sidley Austin LLP for six years, where he focused on financial institutions regulation and corporate governance issues on behalf of domestic and foreign financial firms and technology companies. Between April 2009 and June 2012, Mr. Madison served as the 30th General Counsel and chief law officer of the US Department of the Treasury and as a senior policy advisor and senior counselor to Treasury Secretary Timothy F. Geithner. Prior to April 2009, Mr. Madison served as Executive Vice President and General Counsel of TIAA-CREF and Executive Vice President, General Counsel and Corporate Secretary at Comerica Incorporated. Before working at TIAA and Comerica, Mr. Madison was a partner at Mayer Brown, LLP, and was the first African-American partner in the then 120-year history of the firm. Earlier in his career, Mr. Madison was associated with the law firm of Shearman & Sterling LLP in New York and served as a law clerk to the Honorable Nathaniel R. Jones at the U.S. Court of Appeals for the Sixth Circuit in Cincinnati. Mr. Madison holds a B.S. from New York University's Stern School of Business, an M.B.A. from Columbia Business School, and a J.D. from Columbia Law School, where he was the 2011 keynote commencement speaker.

Mr. Madison will receive compensation for his service as a director as described in the summary of compensation arrangements for non-employee directors set forth in the Company's Proxy Statement for its 2020 Annual Meeting of Stockholders, a copy of which was filed with the SEC on April 27, 2020, including a pro rated amount of such compensation for his service from July 1, 2020 through the date of the Company's 2021 Annual Meeting of Stockholders.

In connection with the appointment of Mr. Madison as a director, the Company and Mr. Madison will enter into an indemnification agreement, which generally requires the Company to indemnify and to advance expenses to Mr. Madison to the maximum extent permitted by Maryland law. A copy of this form of indemnification agreement is filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019. A copy of the Company's press release announcing the election of Mr. Madison is attached hereto as Exhibit 99.1.

Separately, on June 22, 2020, Garnet Kanouse, a Managing Director of the Company, voluntarily terminated his employment with the Company effective as of June 27, 2020.

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