Brian Reilly
About Brian P. Reilly
Independent Class III Director of Chimera Investment Corporation (CIM). Age 65 as of June 10, 2025; elected to the Board on July 31, 2019, and nominated to serve through the 2028 annual meeting. Career audit leader and CPA with 36+ years in financial services; former Senior Vice President and Chief Auditor at The Travelers Companies overseeing global audit, financial controls, risk, regulatory compliance, and cybersecurity controls; previously a partner at Arthur Andersen. Bachelor’s in Accounting, University of Connecticut .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Travelers Companies, Inc. | Senior Vice President & Chief Auditor | 2002 – May 2022 | Oversaw global audit team and controls across risk management, financial reporting, operational efficiency, compliance, governance, and cybersecurity |
| Arthur Andersen LLP | Partner | Prior to 2002 (not disclosed) | Audit leadership; public-company financial reporting experience |
| Connecticut Society of Certified Public Accountants | Board Member (prior) | Not disclosed | Professional standards and accounting governance |
| Village for Families and Children | Board Member (prior) | Not disclosed | Non-profit governance |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| Public company boards | None disclosed | — |
| Non-profit/professional boards | Connecticut Society of CPAs; Village for Families and Children | Prior service |
Board Governance
- Independence: Determined independent by the Board under NYSE rules; six independent directors including Reilly .
- Board leadership: Independent Chairman (Gerard Creagh); CEO and Chair roles separated .
- Attendance and engagement: Board met 21 times in 2024; independent directors held 7 executive sessions; all directors attended ≥75% of Board and committee meetings during their service period; all directors then serving attended the 2024 annual meeting .
- Committee assignments (2024 structure and 2025 updates):
- Audit Committee: Chair; designated “audit committee financial expert”; 8 meetings in 2024 .
- Risk Committee: Member; 5 meetings in 2024 .
- Not a member of Compensation or Nominating & Corporate Governance Committees .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 8 | Financial expert designation; financially literate |
| Risk | Member | 5 | Oversees enterprise risk governance |
Governance policies supporting investor confidence:
- Anti-hedging and anti-pledging: Directors prohibited from hedging and pledging CIM stock, including margin accounts .
- Director stock ownership guidelines: Cannot sell/transfer vested equity until holdings exceed 3x cash base retainer; promotes alignment .
- Related-party transaction oversight: Audit Committee reviews/approves per policy; 2024 related-party transaction (Palisades earnout) approved by Audit Committee; no other 2024 related-party transactions disclosed .
Fixed Compensation
Director pay program (2024–2025 service year):
- Annual cash retainer: $100,000; can elect stock in lieu of cash .
- Annual stock award (RSUs, 1-year vesting; accrues dividend equivalents): $130,000 .
- Chair fees: Board Chair $120,000; Audit Chair $50,000; Compensation Chair $25,000; Risk Chair $25,000; Nominating Chair $25,000 .
- Committee membership fee (non-chair): $10,000 .
Individual 2024 compensation (paid/reported for service in 2024):
| Component | Amount |
|---|---|
| Cash fees (retainer + committee + chair) | $160,000 |
| Stock awards (RSUs; grant date fair value) | $130,000 |
| Total | $290,000 |
RSU vesting and deferrals:
- RSUs vest on earlier of one-year anniversary or next annual meeting; pro-rata vesting if service ends during the year .
- Director Stock Award Deferral Program suspended for new deferrals in Nov 2024; prior deferrals remain outstanding and pay on original schedules .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based director pay | None; director equity grants are time-based RSUs with 1-year vesting (no PSUs/options disclosed for directors) |
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Note |
|---|---|---|
| Public companies | None disclosed | No interlocks disclosed |
| Non-profits/professional bodies | Connecticut Society of CPAs; Village for Families and Children | Prior non-profit/professional governance; no related-party exposure disclosed |
Expertise & Qualifications
- Audit and financial controls: Former Chief Auditor at Travelers; deep oversight of risk, financial reporting, internal controls, and operational effectiveness .
- Cybersecurity and data integrity oversight experience .
- CPA credentials and extensive finance/insurance industry experience .
- Accounting degree (University of Connecticut) .
Equity Ownership
| Item | Amount/Policy |
|---|---|
| Beneficial ownership (as of April 10, 2025) | 70,052 shares; includes 59,195 vested DSUs acquirable within 60 days |
| Percent of class | Less than 1% |
| DSUs (director deferrals) | Vested DSUs included in beneficial ownership; director deferral program continues for prior elections |
| Anti-hedging/pledging | Prohibited for directors |
| Stock ownership guideline | Must exceed 3x cash base retainer before selling vested equity awards |
| Annual meeting attendance | All directors then serving attended 2024 annual meeting |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director; audit committee chair with “financial expert” designation; robust audit oversight and literacy .
- Documented Board activity and engagement: 21 Board meetings, 8 Audit and 5 Risk committee meetings in 2024; directors met attendance thresholds; independent director executive sessions held 7 times .
- Alignment: Director equity via time-vested RSUs; strict anti-hedging/pledging; director ownership guideline (3x retainer) .
- Conflict controls: Formal related-party transaction policy administered by Audit Committee; only significant 2024 transaction related to Palisades (CIO) was reviewed/approved; no director-related related-party transactions disclosed .
- Shareholder sentiment: 2024 say‑on‑pay approval >92%, indicating broad support for compensation governance framework (context signal) .
-
Potential risk indicators and mitigants:
- Overboarding: Governance guidelines limit outside boards; no public-company board service by Reilly disclosed (mitigates time/attention risk) .
- Hedging/pledging: Explicitly prohibited (mitigates misalignment/pledging red flag) .
- Attendance: All directors met at least 75% attendance (mitigates engagement risk) .
- Related-party exposure: None disclosed for Reilly; audit chair role enhances oversight .
Overall, Reilly’s audit leadership, financial expertise, and committee roles enhance Board effectiveness and investor confidence, with strong alignment policies and limited conflict exposure evidenced in recent disclosures .