Redwood Capital Bancorp : 2023 Proxy Materials - 2023

Redwood Capital Bancorp

402 G Street

Eureka, California 95501

Notice of Annual Meeting of Shareholders

May 17, 2023

To the Shareholders of Redwood Capital Bancorp:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the Annual Meeting of Shareholders of Redwood Capital Bancorp will be held at the Sequoia Conference Center located at 901 Myrtle Avenue, Eureka, California, on Wednesday, May 17, 2023, at 6:00 p.m., for the purpose of considering and voting upon the following matters:

1. Election of Directors. To elect ten (10) persons to the Board of Directors to serve until the 2024 Annual Meeting of Shareholders and until their successors are elected and have been qualified. The persons nominated to serve as directors are:

V. Tyrone Champ	Benjamin A. McWhorter, II
John E. Dalby	W. Timothy Needham
John J. Gierek, Jr.	K. Jeff Nelson
Jennifer Harris	Michele D. Rieke
J. William McAuley	Steven M. Strombeck

1. Ratification of Accountants. To ratify the appointment of Richardson & Company, LLP to serve as Redwood Capital Bancorp's independent public accountants for 2023.
2. Other Business. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on March 28, 2023 as the record date for determination of shareholders entitled to notice of, and to vote at, the meeting.

Redwood Capital Bancorp's Bylaws set forth the nomination procedure for nominations of directors. The Bylaws provide:

Nominations for election of members of the Board may be made by the Board or by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make any nominations (other than for persons named in the notice of the meeting at which such nomination is to be made) shall be made in writing and shall be delivered or mailed to the president of the corporation by the later of: the close of business twenty-one (21) days prior to any meeting of shareholders called for the election of directors, or ten (10) days after the date of mailing notice of the meeting to shareholders. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of

shares of capital stock of the corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; (e) the number of shares of capital stock of the corporation owned by the notifying shareholder; and (f) the written consent of the proposed nominee, a copy of which shall be furnished with the notification, and whether the proposed nominee has ever been convicted of or pleaded nolo contendere to any criminal offense involving dishonesty or breach of trust, filed a petition in bankruptcy, or been adjudged bankrupt. The notice shall be signed by the nominating shareholder and by the nominee. Nominations not made in accordance herewith shall be disregarded by the chairperson of the meeting, and upon the chairperson's instructions, the inspectors of election shall disregard all votes cast for each such nominee.

BY ORDER OF THE BOARD OF DIRECTORS

April 6, 2023	John E. Dalby
	President & CEO

We urge you to vote in favor of Management's proposal by signing and returning the enclosed proxy as promptly as possible, whether or not you plan to attend the meeting in person. The enclosed proxy is solicited by Redwood Capital Bancorp's Board of Directors. Any shareholder giving a proxy may revoke it prior to the time it is voted by filing with the secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the meeting and voting in person. Please indicate on the proxy whether or not you expect to attend the meeting so that we can arrange for adequate accommodations.

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Redwood Capital Bancorp

Proxy Statement

Annual Meeting of Shareholders

May 17, 2023

Introduction

This proxy statement is furnished in connection with the solicitation of proxies for use at the 2023 Annual Meeting of Shareholders of Redwood Capital Bancorp (the "Company") to be held at the Sequoia Conference Center located at 901 Myrtle Avenue, Eureka, California, on Wednesday, May 17, 2023 at 6:00 p.m., and at any and all adjournments thereof.

It is expected that this proxy statement and the accompanying notice and form of proxy will be mailed on or about April 6, 2023 to shareholders eligible to receive notice of and vote at the meeting.

General Information

Voting By Proxy. You may submit a proxy to vote your shares via Internet, telephone or mail as more fully described below:

• By Internet: Go to www.investorvote.com/RWCBand follow the instructions. You will need information from your proxy card or electronic delivery notice to submit your proxy.
• By Telephone: Call 1-800-652-VOTE(8683) and follow the voice prompts. You will need information from your proxy card or electronic delivery notice to submit your proxy.
• By Mail: Mark your vote, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the envelope provided.

If a bank, broker or other nominee holds your shares, you will receive voting instructions directly from the holder of record. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors' recommendations "FOR":

• Proposal 1: Election of ten (10) persons named in this proxy statement to the Board of Directors of the Company to serve until the 2024 Annual Meeting of Shareholders and until their successors are elected and have been qualified; and
• Proposal 2: Ratification of the appointment of Richardson & Company, LLP as the Company's independent certified public accountants for 2023.

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If other matters properly come before the Annual Meeting, the persons appointed to vote the proxies will vote on such matters in accordance with their best judgment. Such persons also have discretionary authority to vote to adjourn the Annual Meeting, including for the purpose of soliciting proxies to vote in accordance with the recommendations of the Company's Board of Directors.

Revocability of Proxies

You may revoke your proxy at any time before it is exercised by:

• delivering a written notice of revocation to the Corporate Secretary;
• executing a later dated proxy and mailing it to the Company;
• casting a new vote by telephone or Internet; or
• voting in person at the Annual Meeting, if you are the holder of record shareholder.

If you are a street name shareholder and you voted by proxy, you may revoke your proxy by informing the holder of record in accordance with that entity's procedures.

Persons Making the Solicitation

The Board of Directors has retained Georgeson, LLC, a Computershare Company, for solicitation of proxies on behalf of the Company. The expense of preparing, assembling, printing and mailing this proxy statement and the materials used in the solicitation of proxies for the meeting will be borne by the Company. It is contemplated that proxies will be solicited principally by Georgeson, LLC, but directors, officers and employees of the Company may solicit proxies personally or by telephone, without receiving special compensation therefore.

Voting Securities

There were issued and outstanding 1,977,596 shares of the Company's common stock on March 28, 2023, which has been fixed as the record date for the purpose of determining shareholders entitled to notice of, and to vote at, the meeting. On any matter submitted to the vote of the shareholders, each holder of the Company's common stock will be entitled to one vote, in person or by proxy, for each share of common stock he or she held of record on the books of the Company as of the record date.

In connection with the election of directors, shares may be voted cumulatively if a shareholder present at the meeting gives notice at the meeting, prior to the voting for election of directors, of his or her intention to vote cumulatively. If any shareholder of the Company gives such notice, then all shareholders eligible to vote will be entitled to cumulate their shares in voting for election of directors. Cumulative voting allows a shareholder to cast a number of votes equal to the number of shares held in his or her name as of the record date, multiplied by the number of directors to be elected. These votes may be cast for any one nominee or may be distributed among as many nominees as the shareholder sees fit. If cumulative voting is declared at the meeting, votes represented by proxies delivered pursuant to this proxy statement may be cumulated in the discretion of the proxyholders, in accordance with Management's recommendation.

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Shareholdings of Certain

Beneficial Owners and Management

Management of the Company knows of no person who owns, beneficially or of record, either individually or together with associates, 5 percent or more of the outstanding shares of the Company's common stock, except as set forth below. The following table sets forth, as of March 15, 2023, the number and percentage of shares of the Company's outstanding common stock beneficially owned, directly or indirectly, by each of the Company's directors and principal shareholders and by the directors and officers of the Company as a group. The shares "beneficially owned" are determined under Securities and Exchange Commission Rules, and do not necessarily indicate ownership for any other purpose. In general, beneficial ownership includes shares over which the director, principal shareholder or officer has sole or shared voting or investment power and shares which such person has the right to acquire within 60 days of March 15, 2023. Management is not aware of any arrangements which may, at a subsequent date, result in a change of control of the Company.

Beneficial Owner	Amount and Nature of	Percent of
	Beneficial Ownership	Class
Directors:
V. Tyrone Champ	500	*
John E. Dalby	58,132 1	2.94%
John J. Gierek, Jr.	21,872 2	1.11%
Jennifer Harris	4,036	*
J. William McAuley	34,761 3	1.76%
Benjamin A. McWhorter, II	0	*
W. Timothy Needham	22,054	1.12%
K. Jeff Nelson	7,071 4	*
Michele D. Rieke	4,155	*
Steven M. Strombeck	27,448 5	1.39%
All Directors and Executive Officers as a	206,199	10.43%
Group (13 in all)
Principal Shareholder:
Siena Capital Partners	179,578 6	9.08%

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* Less than one percent

1 Mr. Dalby has shared voting and investment powers as to 47,418 of these shares.

2 Mr. Gierek has shared voting and investment powers as to 15,847 of these shares.

3 Mr. McAuley has shared voting and investment powers as to 11,250 of these shares.

4 Mr. Nelson has shared voting and investment powers as to 7,071 of these shares.

5 Mr. Strombeck has shared voting and investment powers as to 14,250 of these shares. 6 Siena Capital Partners, 205 West Wacker Drive, Suite 1950B, Chicago, IL 60606

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