Dale S. Hoffman
About Dale S. Hoffman
Independent director at Cherry Hill Mortgage Investment Corporation (CHMI) since March 11, 2025; age 66; appointed to the Compensation Committee and the Nominating & Corporate Governance Committee; determined independent under NYSE rules. Background includes >30 years in financial services with deep fixed income trading leadership; MBA in Finance from St. John’s University and B.S. in Finance from Binghamton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Jaffray | Managing Director & Head of Taxable Fixed Income Trading | Oct 2015–Jan 2018 | Drove revenue growth; key role in strategic acquisitions |
| BMO Capital Markets (U.S.) | Managing Director; Co-Head of Fixed Income Trading & Commodities | May 2010–Oct 2015 (Co-Head 2013–2015) | Co-managed 21 traders; drove $2.5 million in taxable fixed income trading revenue |
| Legg Mason Wood Walker Inc. | SVP & Head of Taxable Fixed Income Trading & Sales | 1994–2006 | Supervised team of 25 traders; built fixed income market success |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| S&D Sarasota | President | Apr 2019–present | Consultancy with broker/dealer clients on compliance/regulatory via third party |
Board Governance
- Committees: Compensation Committee (member; chair is Sharon L. Cook) and Nominating & Corporate Governance Committee (member; chair and Lead Independent Director is Joseph Murin) .
- Independence: Board determined Hoffman has no material relationships requiring disclosure and is independent under NYSE standards .
- Election/Shareholder support: Elected at June 12, 2025 annual meeting with 7,037,045 votes for and 2,244,248 withheld; broker non-votes 11,218,417 .
- Board engagement context: In 2024, Board held 4 regular and 1 special meeting; independent directors attended all committee meetings; independent directors met in executive session nine times; Special Committee (Murin, Mercer, Cook) met 44 times during internalization review—indicative of active oversight (Hoffman was not yet a director) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $70,000 | Paid quarterly in arrears |
| Audit Committee chair fee | $10,000 | 2024 example (Mercer) |
| Compensation Committee chair fee | $5,000 | 2024 example (Cook) |
| Nominating & Corporate Governance chair fee | $5,000 | 2024 example (Murin) |
| Audit Committee member fee | $2,500 | 2024 examples (Murin, Cook) |
| Lead Independent Director fee | $10,000 | 2024 example (Murin) |
| Special Committee service fee (2024) | $42,000–$43,000 | 2024 engagement (Cook $42k; Mercer $43k; Murin $43k) |
Hoffman did not receive any 2024 director compensation (joined March 2025); he will participate in the same director compensation programs going forward .
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual restricted stock grant (independent directors) | 18,568 shares per director on June 14, 2024; $70,001 grant-date fair value each | Becomes non-forfeitable on June 14, 2025 | Program applies to independent directors; Lown (CEO) did not receive director equity |
| Hoffman 2024 equity | None | — | Appointed March 2025; no 2024 awards |
- Anti-hedging/pledging: Company prohibits directors and related persons from hedging, short sales, collars, swaps, and pledging of Company securities—supports alignment and risk control .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Proxy biography lists industry roles; no public company board interlocks disclosed for Hoffman |
Expertise & Qualifications
- Fixed income trading leadership across Piper Jaffray, BMO Capital Markets, and Legg Mason; supervision and revenue-driving roles; team management experience .
- Academic credentials: MBA (Finance) St. John’s University; BS (Finance) Binghamton University .
- Board rationale: Nominating & Corporate Governance Committee cited >30 years of financial services experience with fixed income focus as basis for nomination .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Dale S. Hoffman | — (none disclosed) | <1% (asterisk in proxy) |
- Ownership table as of April 7, 2025 shows Hoffman with no beneficial common shares; Company also enforces anti-hedging policy for directors .
Governance Assessment
- Positives: Independent director with deep fixed income expertise; sits on two key committees comprised solely of independent directors; robust anti-hedging policy; active executive sessions and committee work; strong board engagement demonstrated during internalization; use of an independent compensation consultant (Ferguson Partners) for 2026 program design .
- Watch items:
- New director holds no disclosed common shares as of the record date—monitor near-term equity grants/accumulation for alignment. RED FLAG: zero beneficial ownership reported .
- Say-on-pay support in 2024 was 65% (up from ~61% prior year); continued investor outreach and compensation redesign underway—monitor 2025/2026 responsiveness .
- Conflicts: Board determined no material transactions or relationships requiring disclosure for Hoffman; related-party transactions in proxy relate to pre-2024 external manager and subservicing arrangements, not to Hoffman .
Compensation Committee Analysis
- Composition: Cook (Chair), Murin, Hoffman; all independent and qualify under Rule 16b-3 .
- Consultant: Compensation Committee engaged Ferguson Partners Consulting to advise on executive compensation for 2026; consultant reports directly to the Committee; no conflict of interest disclosed .
- Policies: Company maintains clawback policy for executive incentive compensation and prohibits hedging/pledging; Compensation Committee oversees risk in pay design .
Related Party Transactions
- Board’s related-party policy requires Audit Committee approval and director recusal for any transactions >$120k; Audit Committee reviews/approves; no Hoffman-related transactions disclosed .
Additional Signals
- 2025 Annual Meeting outcomes: Hoffman elected; say-on-pay approved with 5,470,169 votes for and 3,460,516 against; frequency vote favored annual say-on-pay; EY ratified with strong support—indicative of shareholder acceptance of board slate and governance cadence .