Sharon L. Cook
About Sharon L. Cook
Independent director since March 2023; age 65 as of the 2025 Annual Meeting. More than 30 years in fixed income capital markets and financial services regulation; previously senior economic/policy advisor at the U.S. Treasury’s OTS involved in TARP/HAMP bank resolution, and managing director roles across broker-dealers and investment banks. Graduate of The George Washington University. Currently President of OLE Three Consulting and a FINRA-certified private arbitrator.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OLE Three Consulting, Inc. | President | Since Mar 2022 | Management advisory firm (founder) |
| FINRA | Certified private arbitrator | Since Jun 2019 | Arbitrator for disputes |
| Gulf Coast Community Foundation | Part-time administrative assistant | Feb 2020–Jan 2021 | Administrative support |
| Incapital LLC | Managing Director | Jan 2017–Sep 2017 | Fixed income distribution |
| D.A. Davidson & Co. | Managing Director | Dec 2012–May 2016 | Investment banking |
| Sterne, Agee & Leach Inc. | Managing Director | Sep 2009–Nov 2012 | Fixed income trading |
| U.S. Treasury – OTS | Senior economic/policy advisor | May 2007–Sep 2009 | Participated in TARP/HAMP development; failing bank resolutions |
| Legg Mason Wood Walker Inc. | Managing Director | 12 years | Fixed income leadership |
| FDIC | Deputy Assistant Director | 5 years | Bank supervision |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prevent Cancer Foundation | Director | Ongoing | Finance Committee |
| National Association of Corporate Directors | Member | Ongoing | Governance professional association |
| FTX US Derivatives (regulated trading platform) | Business consultant | Feb 2022–Jun 2022 | Short-term consulting engagement (reputational sensitivity context) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; Nominating & Corporate Governance Committee member until March 2025 (replaced by Dale S. Hoffman upon his appointment).
- Independence: Board determined Ms. Cook is independent under NYSE and SEC rules; no material transactions requiring related-party disclosure.
- Attendance and engagement: In 2024, the Board held 4 regular and 1 special meeting; all directors attended all Board meetings and independent directors attended all committee meetings for committees on which they served. Independent directors met in executive session nine times.
- Special Committee: Served on a Special Committee (with Murin and Mercer) that met 44 times in 2024 to evaluate strategic alternatives including internalization; Murin chaired.
- Governance policies: Anti-hedging policy for directors prohibits hedging/monetization transactions; broader policy framework includes Code of Business Conduct & Ethics, whistleblower protections, and posting of committee charters.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly in arrears |
| Compensation Committee chair fee | $5,000 | Chair premium |
| Audit Committee member fee | $2,500 | Membership premium |
| Special Committee service fees | $42,000 | Extraordinary workload in 2024 |
| Total cash compensation (2024) | $119,500 | Sum of above |
- No meeting fees disclosed; reasonable expense reimbursement policy in place.
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Common Stock | Jun 14, 2024 | 18,568 | $70,001 | Becomes non‑forfeitable Jun 14, 2025 |
- Independent directors receive annual equity grants; for 2024, time‑based restricted shares with 1‑year cliff vesting; no performance metrics tied to director equity grants were disclosed.
Other Directorships & Interlocks
- Current public company directorships: None disclosed.
- Committee interlocks: Compensation Committee comprises independent directors (Cook, Murin, Hoffman); no interlocks or insider participation requiring Item 404 disclosure; no reciprocal executive service interlocks.
- Overboarding: Proxy states “no over-boarded directors.”
Expertise & Qualifications
- Fixed income trading and distribution leadership; regulatory oversight (FDIC, OTS); capital markets senior roles spanning multiple firms; participation in federal crisis-response programs (TARP/HAMP).
- Audit Committee: Board determined all members meet NYSE/SEC independence and financial literacy requirements; Cook serves alongside two designated “audit committee financial experts” (Mercer and Murin).
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common Shares Outstanding |
|---|---|---|
| Sharon L. Cook | 19,513 | <1% (as indicated) |
- Anti‑hedging policy applies to directors; broader policy framework also states the company does not permit hedging or pledging of company securities.
- Indemnification agreements provide maximum indemnification under Maryland law.
- Section 16(a) compliance: All reporting persons filed timely in 2024.
Governance Assessment
- Strengths: Clear independence determination; high engagement evidenced by 100% meeting attendance and intensive Special Committee work; robust anti‑hedging/insider trading controls; director equity grants support alignment; Compensation Committee chaired by Cook engaged independent consultant (Ferguson Partners) for 2026 plan design.
- Compensation structure: Director cash retainers are modest with defined committee fees; equity grants are time‑based RSUs with 1‑year vest—simple and shareholder-friendly with no performance re‑pricing or tax gross‑ups disclosed.
- Shareholder signals: Say‑on‑pay for executives (not directors) received ~65% support in 2024, reflecting moderate investor dissent; the Board initiated targeted investor outreach and compensation redesign post‑internalization.
- Potential conflicts: Board explicitly reports no material transactions for Cook; prior short‑term consulting with FTX US Derivatives noted for context (reputational sensitivity), but no CHMI related‑party exposure disclosed.
- RED FLAGS: None material disclosed relating to related‑party transactions, pledging/hedging, attendance, or overboarding; monitor investor sentiment given middling say‑on‑pay and upcoming 2026 compensation changes.
Committee Composition Changes: In March 2025, Hoffman joined Compensation and Nominating committees; Mercer departed Compensation—Cook remained Compensation chair.
Executive Sessions: Independent directors met nine times without management in 2024, supporting board effectiveness.