Cynthia Walsh
About Cynthia B. Walsh
Independent director at Chimera Investment Corporation (CIM) since December 1, 2024; Class III director standing for election to a term through 2028. Age 60 (as of June 10, 2025). Background spans 38+ years in finance, including capital allocation, trading, and risk management; Audit Committee Financial Expert per SEC definition. Education: BS in Computer Systems (Purdue), MBA (University of Chicago), DBA (DePaul) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bond and Trust (U.S. Treasury issuing agent) | Managing Partner & CFO | 2001–2011 | Senior financial leadership, controls and operations |
| Bank of America | Capital markets and trading roles | Prior to 2001 | Mortgage/credit market expertise and trading experience |
| Indiana Bond Bank | Director (public-sector finance) | Prior service (dates not specified) | Board governance in public finance |
| Indiana Public Retirement System | Director | Prior service (dates not specified) | Fiduciary oversight of pension assets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Walsh Advisors (RIA) | President | 2011–Present | Focus on capital allocation, equity/fixed income, alternatives |
| LendingOne (private RE lender) | Director | Current | Private company board |
| Encore (private RE lender) | Director | Current | Private company board |
| DePaul University (Kellstadt) | Adjunct Professor | Current | Graduate business teaching |
Board Governance
- Independence: Board determined Walsh is independent under NYSE rules .
- Committee assignments (current): Audit Committee (member; appointed April 1, 2025) and Nominating & Corporate Governance Committee (member; appointed December 1, 2024) .
- Audit expertise: Designated Audit Committee Financial Expert (SEC definition) .
- Board leadership: Independent Chair (Gerard Creagh); CEO separate; reinforces independent oversight .
- Meetings/attendance: 21 board meetings in 2024; independent directors held 7 executive sessions; all directors met ≥75% attendance of board/committee meetings during their service period in 2024 .
- Committee activity (2024 meetings): Compensation 14; Audit 8; Nominating & Governance 10; Risk 5 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Payable quarterly; directors may elect stock in lieu of cash |
| Board Chair cash fee | $120,000 | Applies to Chair only |
| Audit Chair cash fee | $50,000 | — |
| Comp Chair cash fee | $25,000 | — |
| Nominating Chair cash fee | $25,000 | — |
| Risk Chair cash fee | $25,000 | — |
| Committee membership fee (non-chair) | $10,000 | Per committee |
2024 reported compensation (prorated start):
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $9,166 | $65,000 | $74,167 |
Program mechanics: Director RSUs equal to annual stock award (plus any elected stock in lieu of cash) are granted on the annual meeting date, accrue dividend equivalents, and vest at the earlier of one year or the next annual meeting (pro-rated if service ends earlier) .
Performance Compensation (Director Equity)
| Equity Element | Value/Structure | Vesting/Terms |
|---|---|---|
| Annual RSU grant | $130,000 standard award | Vests on 1-year anniversary or next annual meeting; accrues dividend equivalents |
Note: Directors are not awarded options; equity is delivered in RSUs per the standard non-employee director program .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Current private boards | LendingOne; Encore |
| Prior public-sector/retirement boards | Indiana Bond Bank; Indiana Public Retirement System |
| Interlocks/conflicts | None disclosed for Walsh in 2024; Related Party Transactions Policy in place with audit committee review and approval requirements . Company disclosed one related-party transaction in 2024 involving the Palisades acquisition tied to the CIO; no Walsh-related transactions disclosed . |
Expertise & Qualifications
- Financial markets and mortgage/credit expertise; investment and risk management background; corporate executive experience .
- Audit Committee Financial Expert designation .
- Advanced academic credentials (MBA, DBA) and teaching role in graduate business education .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Cynthia B. Walsh | 4,366 | <1% (per proxy classification) |
- Shares outstanding on record date: 80,970,256 (context for percent-of-class) .
- Stock ownership guidelines: Non-employee directors may not sell/transfer vested equity awards until total CIM holdings exceed 3x the cash portion of the annual base retainer .
- Hedging/pledging: Directors prohibited from hedging or pledging CIM securities and from holding CIM shares in margin accounts .
Governance Assessment
-
Strengths:
- Independent director with capital markets and fiduciary experience; designated Audit Committee Financial Expert (enhances audit oversight) .
- Active committee roles (Audit; Nominating & Governance) consistent with skills .
- Robust director ownership alignment (3x retainer guideline) and explicit anti-hedging/pledging policy .
- Board structure emphasizes independent leadership (independent Chair) and regular executive sessions .
- Strong say-on-pay support (over 92% approval at 2024 meeting), indicating positive investor sentiment toward governance/compensation practices .
-
Watchpoints / potential conflicts:
- External service on private real estate lending boards (LendingOne, Encore) is sector-adjacent; no related-party transactions involving Walsh were disclosed, and Company policy requires audit committee review/approval of any such transactions .
- 2024 compensation for Walsh is prorated given December 2024 start; ongoing compensation will reflect full-year retainer and committee fees per program .
-
Attendance/engagement signal: All directors met ≥75% attendance thresholds during service; board and committee cadence suggests active oversight (21 board meetings; 8 audit; 10 nom/gov; 14 comp; 5 risk in 2024) .