Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(b) On March 6, 2018, Paul Keenan, an independent member of the Board of
Directors (the “Board”) of Chimera Investment Corporation (the
“Company”), notified the Company that he will not stand for re-election
at the Company’s 2018 Annual Meeting of Shareholders. His term ends on
the day of the Company’s 2018 Annual Meeting of Shareholders. Mr.
Keenan has not advised the Company of any disagreement with the Company
on any matter related to the Company’s operations, policies or
practices. The Board thanks Mr. Keenan for his many years of service
and his contributions to the Company.
(d) On March 6, 2018, the Board increased the number of directors who
constitute the Board from eight to nine and appointed Debra W. Still as
an independent director of the Board, effective immediately. Ms. Still
was elected to a term that continues until the Company’s 2018 annual
meeting of stockholders and until her successor is duly elected and
qualified, or until her earlier death, resignation or removal.
Ms. Still, 65, has nearly four decades of experience in real estate
finance and since 2010 has served as President and Chief Executive
Officer of Pulte Financial Services, which includes the mortgage
lending, title and insurance operations of PulteGroup, Inc. (NYSE:PHM).
In addition to Pulte Financial Services, Ms. Still is also President of
Pulte Mortgage, LLC, a nationwide lender headquartered in Englewood,
Colorado. Ms. Still began her career with Pulte Mortgage, LLC in 1983
where she served in various executive capacities, including Chief
Operating Officer, prior to being named President in 2004.
Ms. Still served as the 2013 Chairman of the Mortgage Bankers
Association and is currently a member of the association’s Board of
Directors, a member of MBA’s Consumer Affairs Advisory Council and
Chairman of the MBA’s Opens Doors Foundation. Ms. Still was awarded
MBA’s Andrew D. Woodward Distinguished Service Award in 2014.
Ms. Still is a graduate of Ithaca College, Ithaca, N.Y., with a Bachelor
of Science degree and has completed graduate work in Finance at George
Washington University, Washington, D.C
Ms. Still will be compensated in accordance with the Company’s standard
compensation policies and practices for the Board, the components of
which were disclosed in the Company’s Proxy Statement for its 2017
Annual Meeting of Stockholders dated April 17, 2017.
Ms. Still has entered into the Company’s standard indemnification
agreement, a copy of which is filed as Exhibit 10.6 to the Company’s
Report on Form 10-Q filed on November 5, 2015. There are no other
arrangements or understandings between the appointee and any other
person pursuant to which she was appointed. There are also no family
relationships between the appointee and any director or executive
officer of the Company and the appointee does not have any direct or
indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.