Robert C. Mercer, Jr.
About Robert C. Mercer, Jr.
Independent director (since March 2017), current Audit Committee chair and member of the Nominating & Corporate Governance Committee; formerly on the Compensation Committee until March 2025 . Age 77 as of the 2025 annual meeting; the Board deems him independent under NYSE rules and an “audit committee financial expert”; extensive 40+ years of consumer lending and mortgage credit risk experience, including FHFA Senior Examiner (2009–2017) and prior executive roles at Citicorp National Services and American Equity Mortgage .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Housing Finance Agency (FHFA) | Senior Examiner/SME – Credit Risk, Operations & Counterparty Mgmt | Jul 2009–Mar 2017 | Oversaw Freddie Mac counterparty risk, credit loss forecasting, loan loss reserves |
| American Equity Mortgage, Inc. | President | Not disclosed | Expanded retail branch network; improved operational efficiencies |
| Citicorp National Services | Chief Credit Officer | Not disclosed | Led credit risk management; proprietary scorecard development |
| Equibank / Integra Bank / Altegra Credit Company (ultimately part of National City Bank) | Senior executive roles in consumer lending | Not disclosed | Portfolio workouts, M&A due diligence, model development |
| Citicorp; Valley National Bank | Various positions | Not disclosed | Credit/consumer finance roles |
| Ford Motor Credit Company | Early career | 13 years | Foundation in consumer finance |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in CHMI proxy biography for Mr. Mercer |
Board Governance
- Independence: Board determined no material transactions/relationships requiring disclosure for Mr. Mercer; independent under NYSE rules .
- Committee assignments: Audit Committee chair; Nominating & Corporate Governance Committee member; served on Compensation Committee until March 2025 .
- Audit expertise: Designated “audit committee financial expert”; Audit Committee composed solely of independent directors .
- Attendance and engagement: In 2024, four regular Board meetings and one special; each director attended all Board meetings; each independent director attended all committee meetings on which they served; independent directors held nine executive sessions .
- Committee activity levels (2024): Audit (8 mtgs); Compensation (5 mtgs); Nominating & Governance (4 mtgs) .
- Special Committee (strategic alternatives/internalization): Comprised solely of independent, disinterested directors (Murin chair; Mercer and Cook members); held 44 formal meetings in 2024; recommended internalizing management .
Fixed Compensation
| Year | Cash Retainer (Director) | Audit Chair Fee | Special Committee Fees | Other Committee/Lead Fees | Total Cash |
|---|---|---|---|---|---|
| 2023 | $70,000 | $10,000 | — | — | $80,000 |
| 2024 | $70,000 | $10,000 | $43,000 | — | $123,000 |
- Structure: Independent directors receive an annual cash retainer (paid quarterly); additional cash retainers for committee chairs/members; 2024 included Special Committee service fees .
- No meeting fees disclosed; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Grant Date | Instrument | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Jun 29, 2023 | Restricted common stock | 13,945 | $70,004 | Becomes non-forfeitable on Jun 29, 2024 |
| Jun 14, 2024 | Restricted common stock | 18,568 | $70,001 | Becomes non-forfeitable on Jun 14, 2025 |
- Directors receive annual equity awards under the 2023 Equity Incentive Plan; awards are time-based restricted shares; no director-level performance metrics disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | In 2023, Compensation Committee consisted of Cook (chair), Mercer, Murin; none were employees/officers; no relationships requiring disclosure under Item 404 (applies to Mercer while a member) . |
| 2025 Compensation Committee | Cook (chair), Murin, Hoffman; all independent; Mercer no longer a member as of March 2025 . |
Expertise & Qualifications
- 40+ years in consumer lending/mortgages; deep credit risk background; prior Chief Credit Officer, Citicorp National Services .
- FHFA Senior Examiner overseeing Freddie Mac counterparty risk, credit loss forecasting, and reserves (2009–2017) .
- Board-designated “audit committee financial expert” .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Apr 8, 2024 | 49,607 | <1% | Based on 39,019,969 shares outstanding |
| Apr 7, 2025 | 68,175 | <1% | Based on 32,658,449 shares outstanding |
- Anti-hedging and anti-pledging: Policy prohibits hedging or pledging of Company securities by directors/officers/employees .
- Delinquent filings: Company reports all Section 16(a) filings timely for 2024 .
Governance Assessment
- Strengths: Long-tenured independent with deep credit/mortgage expertise; Audit Committee chair and audit financial expert; 100% attendance in 2024 for Board and assigned committees; heavy engagement via 44-meeting Special Committee during internalization; independent-only committee structures and anti-hedging/pledging policies bolster alignment .
- Compensation alignment: Director pay mix balanced between fixed cash and time-based equity; 2024 Special Committee fees reflect extraordinary workload tied to strategic process; no director perquisites disclosed .
- Conflicts/related-party: Board affirms no material transactions requiring disclosure for Mercer; 2023 Compensation Committee interlocks disclosure (while Mercer was a member) states no Item 404 relationships .
- Shareholder signals: 2025 election results for Mercer (For: 6,105,235; Withheld: 3,176,058; Broker Non-Votes: 11,218,417); Say-on-Pay 2025 (For: 5,470,169; Against: 3,460,516; Abstain: 350,608; Broker Non-Votes: 11,218,417) provide context on investor sentiment .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2023 | $80,000 | $70,004 | $150,004 |
| 2024 | $123,000 | $70,001 | $193,001 |
Board Governance (Committee Composition Snapshot – 2024 vs. 2025)
| Committee | 2024 Members | 2025 Members | Notes |
|---|---|---|---|
| Audit | Mercer (chair), Murin, Cook | Mercer (chair), Murin, Cook | All independent; Mercer/Murin deemed “audit committee financial experts” . |
| Compensation | Cook (chair), Mercer, Murin | Cook (chair), Murin, Hoffman | Mercer served until Mar 2025; all independent . |
| Nominating & Governance | Murin (chair), Mercer, Cook | Murin (chair/Lead Independent), Mercer, Hoffman | All independent . |
Additional context: The 2025 proxy confirms five nominees, with four independent directors (80% independent) and a Lead Independent Director structure (Murin) .
Related Policies and Safeguards
- Clawback policy adopted in 2023 for erroneously awarded incentive compensation upon financial restatements; reinforces pay governance (executive policy, but signals overall governance rigor) .
- Communication channels to the Board and committee chairs are disclosed, supporting shareholder engagement .
RED FLAGS (if any)
- None disclosed regarding related-party transactions, hedging/pledging, or Section 16(a) compliance for Mr. Mercer; no over-boarding noted by the Company .
- Note: 2025 director election and Say-on-Pay results should be monitored for trends; the Company discloses raw vote counts (see above) .