Kevin Chavers
About Kevin G. Chavers
Independent Class I director at Chimera Investment Corporation (CIM); age 61 as of the 2025 annual meeting; serving since June 2021. Former Managing Director at BlackRock (Global Fixed Income/Securitized Asset Investment), with prior leadership roles at Morgan Stanley and Goldman Sachs, and President of Ginnie Mae (1995–1998). Education: J.D., Harvard Law School; B.A., University of Virginia. The Board cites his expertise across real estate finance, capital markets, and mortgage-backed securities as the basis for his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock | Managing Director, Global Fixed Income & Securitized Asset Investment; leadership team for Impact Opportunity Fund, Global Public Policy Group, and BlackRock Solutions FMA | Until April 2021 | Focused on residential mortgage assets (RMBS, whole loans, MSRs) |
| Morgan Stanley | Managing Director | 2003–2011 | Mortgage/structured finance leadership |
| Goldman Sachs | Vice President | 1998–2003 | Mortgage/structured finance |
| Ginnie Mae (HUD) | President | 1995–1998 | Agency leadership in mortgage securitization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SMBC Americas Holdings, Inc. | Board Member | Current | Bank holding company governance |
| Toorak Capital Partners | Board Member | Current | Private real estate lending firm |
| Optimum Funds | Board of Trustees | Current | Mutual fund trustee |
| Freddie Mac | Board Member | Feb 2022 – Mar 2025 | Former GSE director |
| Enterprise Community Partners; UVA Foundation; Upper Manhattan Empowerment Zone; Bedford Stuyvesant Restoration Corp. | Nonprofit Board Member | Current | Community development/education governance |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under NYSE rules |
| Board Tenure | Director since June 10, 2021 (Class I) |
| Committees (2024) | Compensation Committee (member); Risk Committee (member; Chair until June 5, 2024); re-appointed Risk Committee Chair on April 11, 2025 after Sandra Bell’s resignation |
| Board Meetings | 21 Board meetings in 2024; independent directors held 7 executive sessions |
| Attendance | All directors attended ≥75% of Board and committee meetings during their 2024 service |
| Committee Meetings (2024) | Compensation 14; Audit 8; Nominating & Corporate Governance 10; Risk 5 |
| Board Leadership | Independent Chairman (Gerard Creagh); CEO/Chair roles separated |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly; may elect stock in lieu of cash |
| Committee Membership Fee | $10,000 | Per committee (non-chair) |
| Committee Chair Fees | $25,000 (Comp/Risk); $25,000 (Nominating); $50,000 (Audit) | Applies if serving as chair |
| Board Chair Fee | $120,000 | For independent Chairman |
| Annual Director RSU | $130,000 | RSUs vest at 1 year; grant at annual meeting; accrues dividend equivalents |
| Kevin Chavers – 2024 Cash Fees | $127,500 | Fees earned for 2024 |
| Kevin Chavers – 2024 Stock Awards | $130,000 | RSU grant (June 5, 2024) |
| Kevin Chavers – 2024 Total | $257,500 | Sum of fees and stock awards |
Performance Compensation
- No performance-linked equity is disclosed for non-employee directors; annual director RSUs are time-vesting over one year and accrue dividend equivalents, with pro-rata vesting upon early service termination within the director year .
| Metric | Structure | Vesting | Grant Reference |
|---|---|---|---|
| Annual Director RSU | Fixed-value RSUs ($130,000) | 1-year vest; earlier of 1-year anniversary or next annual meeting; pro-rata if service ends early | Annual meeting grant; 2024 RSUs granted June 5, 2024 |
Other Directorships & Interlocks
| Entity | Sector | Potential Interlock Considerations |
|---|---|---|
| SMBC Americas Holdings, Inc. | Banking | Potential counterparty overlap monitoring; subject to Related Party Transactions Policy review if applicable |
| Toorak Capital Partners | Real estate credit | Potential sector overlap with mortgage/real estate assets |
| Optimum Funds | Asset management | Fund governance; limited direct operating overlap with CIM |
| Freddie Mac (former) | GSE | No current interlock; prior tenure ended March 2025 |
The Company’s Related Party Transactions Policy requires audit committee approval for any related person transaction >$120,000; aside from the Palisades transaction (not involving Chavers), the Company disclosed no related person transactions in 2024 .
Expertise & Qualifications
- Deep mortgage/structured finance expertise across RMBS, whole loans, MSRs, securitization, and capital markets; former Ginnie Mae President .
- Legal and policy acumen (Harvard Law J.D.; leadership in public and private institutions) .
- Board experience across financial institutions and nonprofit organizations .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common) | 27,252 shares | As of April 10, 2025; <1% of class; adjusted for 1-for-3 reverse split effective May 21, 2024 |
| DSUs (Vested, Directors) | Not disclosed for Chavers | DSUs disclosed for Creagh (64,534) and Reilly (59,195); no DSU disclosure for Chavers |
| Ownership Guidelines | ≥3x cash retainer; prohibition on selling vested equity awards until guideline met | Applies to all non-employee directors |
| Hedging/Pledging | Prohibited | No hedging transactions; directors cannot hold securities in margin accounts or pledge securities |
Governance Assessment
- Committee leadership: Re-appointed Risk Committee Chair on April 11, 2025, signaling Board continuity in risk oversight after a director resignation .
- Independence and attendance: Independent under NYSE rules with ≥75% meeting attendance during 2024; Board held 21 meetings and 7 independent director sessions, indicating active oversight cadence .
- Director compensation alignment: Balanced cash/equity mix with one-year RSUs and no performance-linked director pay; ownership guidelines and anti-hedging/pledging policies enhance alignment and mitigate risk .
- Conflicts monitoring: Multiple external finance-related directorships warrant routine related-party and counterparty overlap review; Company reports no related person transactions in 2024 involving directors (aside from the Palisades earn-out approval for a new executive, not linked to Chavers) .
- Shareholder signals: Strong say-on-pay support (over 92% at 2024 meeting) and 2025 advisory approval (40,891,475 for; 2,291,588 against; 424,612 abstain) indicate favorable investor sentiment toward governance and compensation oversight .
Annual meeting outcomes (June 10, 2025): All three director nominees elected; advisory say-on-pay approved; auditor ratified (votes detail provided in 8-K) .