Debra Still
About Debra W. Still
Debra W. Still, age 72, has served as an independent Class II director of Chimera Investment Corporation since March 6, 2018. She is Vice Chair of Pulte Financial Services (since April 1, 2023) and previously served as President & CEO of Pulte Financial Services from 2010; she was President of Pulte Mortgage, LLC (2004–2020) and on its board of managers through July 1, 2024. She holds a B.S. from Ithaca College and completed graduate work in Finance at George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulte Financial Services | Vice Chair | Apr 1, 2023 – Present | Senior leadership in mortgage lending aligned with housing finance cycles |
| Pulte Financial Services | President & CEO | 2010 – Mar 31, 2023 | Oversaw mortgage, title, and insurance operations at PulteGroup subsidiary |
| Pulte Mortgage, LLC | President; prior COO; board of managers member | President 2004–2020; Board of managers 2004–Jul 1, 2024 | Led nationwide lending platform; executive operating experience in mortgage origination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enact Holdings, Inc. (NASDAQ GS: ACT) | Director (public company) | Not disclosed | Current public board service |
| Fannie Mae | Affordable Housing Advisory Council member | Not disclosed | External advisory role in housing policy/housing finance |
Board Governance
- Independence: The Board determined Ms. Still is independent under NYSE rules .
- Board class/tenure: Class II director; age 72; director since March 2018 .
- Committees (2024): Compensation Committee (member); Nominating & Corporate Governance Committee (Chair). She is not on the Audit or Risk Committees .
- Committee meetings in 2024: Compensation (14), Audit (8), Nominating & Corporate Governance (10), Risk (5) .
- Attendance: In 2024, all directors attended at least 75% of Board and applicable committee meetings; independent directors held 7 executive sessions; Board held 21 meetings .
- Governance policies: Stock ownership guideline prohibits selling/transferring vested equity during service until holdings exceed 3x cash retainer; hedging and pledging are prohibited for directors/officers .
- Retirement policy: Directors may not stand for election beginning in the calendar year they turn 75 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 14 |
| Nominating & Corporate Governance | Chair | 10 |
Fixed Compensation
- Program structure (director year beginning June 1, 2024): Cash retainer $100,000; RSU award $130,000 (1-year vest); Board Chair cash fee $120,000; Audit Chair $50,000; Compensation Chair $25,000; Nominating & Corporate Governance Chair $25,000; Committee membership (non-chair) $10,000 . RSUs accrue dividend equivalents and vest on the earlier of 1-year anniversary or next annual meeting; pro rata if service ends during the year .
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; may elect to receive as stock award |
| Annual RSU grant | $130,000 | 1-year vest; dividend equivalents accrue |
| Chair fee – Nominating & Corporate Governance | $25,000 | Applicable to Ms. Still as Chair |
| Committee membership fee (non-chair) | $10,000 | Applicable for Compensation Committee membership |
- 2024 actual director compensation (CIM directors):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Debra W. Still | $135,000 | $130,000 | $265,000 |
The $135,000 cash for Ms. Still aligns with: $100,000 base retainer + $25,000 Nominating & Corporate Governance Chair + $10,000 committee membership .
- Deferrals: The Stock Award Deferral Program for directors was suspended for new elections on Nov 5, 2024; existing deferrals remain outstanding and will pay on original schedules .
Performance Compensation
| Component | Structure | Metrics | Notes |
|---|---|---|---|
| Equity (RSUs) | Time-vested (1-year) | None for directors | Directors are eligible for restricted stock, options, and other stock-based awards, but currently only the annual RSU program is contemplated; no option grants disclosed for directors |
| Cash | Fixed retainer/fees | None | No performance-based cash for directors |
Other Directorships & Interlocks
| Company/Body | Type | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Enact Holdings, Inc. (NASDAQ GS: ACT) | Public | Director | None disclosed in CIM proxy |
| Fannie Mae Affordable Housing Advisory Council | Advisory | Member | None disclosed in CIM proxy |
Expertise & Qualifications
- Senior executive experience in real estate finance and mortgage lending operations (CEO/Vice Chair roles at Pulte Financial Services; President Pulte Mortgage), aligned with CIM’s focus on mortgage/credit markets .
- Education: B.S. (Ithaca College); graduate work in Finance (George Washington University) .
- Board views her mortgage finance expertise as valuable to CIM .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Debra W. Still | 37,452 | <1% | As of April 10, 2025; directors/officers table |
- Ownership alignment: Non-employee directors may not sell/transfer vested equity until their holdings exceed 3x the cash retainer; hedging and pledging of Company stock are prohibited .
Governance Assessment
- Independence and leadership: Independent director; Chair of Nominating & Corporate Governance Committee; member of Compensation Committee, positioning her to influence board refreshment, governance policy, and pay design .
- Engagement: Board met 21 times; independent directors met 7 times; all directors met at least the 75% attendance threshold in 2024—no attendance red flags disclosed .
- Pay structure: Balanced cash ($135k) and time-vested equity ($130k) with clear fee components tied to chair and membership roles; no director options or performance-conditioned equity—reduces risk of short-term incentive misalignment .
- Ownership safeguards: 3x retainer stock ownership/retention requirement plus anti-hedging/pledging provisions support alignment and discourage risk transfer via derivatives or margin .
- Related-party/Conflict controls: Robust Related Party Transactions Policy with Audit Committee review; directors do not participate in approvals for their own transactions; Code requires conflict avoidance and reporting—no specific transactions involving Ms. Still are identified in the provided disclosures .
- Board refreshment risk: Retirement policy limits service beyond age 75, implying expected refreshment within the medium term given her current age (72) .
No RED FLAGS identified in the proxy excerpts for: independence, attendance, hedging/pledging, or related-party transactions. Director compensation appears formulaic and aligned with governance best practices (independent consultant FW Cook used for program review) .