Subramaniam Viswanathan
About Subramaniam Viswanathan
Subramaniam Viswanathan is Chief Financial Officer of Chimera Investment Corporation (CIM) and has served as CFO since July 2021. He previously held senior roles at Bank of America Merrill Lynch and Citigroup, and holds an economics degree (University of Madras) and an MBA (University of Hartford). As of June 14, 2023 he was 51 years old. CIM’s incentive framework ties his annual bonus to relative ROE and relative TSR, and long-term PSUs to relative Economic Return and TSR versus mortgage REIT peers, with proof points including a 250% of target ROAE cash bonus paid for 2022 performance and a 2023 annual bonus of $1,004,625.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chimera Investment Corporation | Chief Financial Officer | Jul 2021–present | Leads finance for mortgage REIT; accountability to ROE/TSR-aligned incentive plan and LTI PSU program tied to relative Economic Return/TSR |
| Bank of America Merrill Lynch | Managing Director, COO – Global Mortgages & Securitized Products | 2012–2021 | Operational leadership for global mortgages/securitized products platform |
| Bank of America Merrill Lynch | Other roles | 2007–2012 | Senior operating/finance roles in markets/securitization businesses |
| Citigroup, Corporate & Investment Banking | SVP, Business Area Controller – Cash & Synthetic CDOs, Securitization & Correlation Desks | Pre‑2007 | Finance and controls for complex credit/securitization desks |
External Roles
No public company directorships or committee roles disclosed.
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 208,333 | 500,000 | 700,000 |
| Annual Cash Bonus (discretionary/sign-on) ($) | 1,000,000 | 0 | 0 |
| Total ($) | 1,985,018 | 4,126,906 | 2,964,276 |
Key employment terms (current program):
- Base salary: not less than $700,000 per annum (Viswanathan Employment Agreement, effective Jan 1, 2023)
- Target annual cash bonus: $750,000 (same terms as CEO bonus construct)
- Long‑term incentive target: $1,300,000 per year
Performance Compensation
Annual Cash Bonus Design and Outcomes
| Year | Metric | Weighting | Target | Actual/Payout |
|---|---|---|---|---|
| 2023 | Relative ROE vs iShares Mortgage REIT ETF constituents | 35% | $750,000 target bonus | 2023 annual bonus paid: $1,004,625 (Non‑Equity Incentive Plan) |
| 2023 | Relative TSR vs same peer set | 35% | — | Included in above payout; 2023 bonus framework per employment agreement |
| 2023 | Strategic/individual objectives | 30% | — | Included in above payout |
| 2022 | ROAE (company metric) | 100% | $1,000,000 target | Paid 250% of target = $2,500,000 |
Notes:
- 2023 annual bonus metrics cap each of the relative ROE/TSR components at 100% if absolute ROE/TSR is at or below zero for the measurement period.
Long‑Term Incentives (RSUs and PSUs)
Fixed LTI (RSU awards):
| Year of Grant | Amount ($) | # RSUs | Vesting |
|---|---|---|---|
| 2022 | 375,000 | 24,505 | 3‑year ratable, service‑based |
| 2023 | 650,000 | 104,881 | 3‑year ratable, service‑based |
PSU LTI (performance awards):
| Performance Period | Target Amount ($) | Target PSUs (#) | Metrics | Payout Curve |
|---|---|---|---|---|
| 2022–2024 | 375,000 | 24,505 | 50% Relative Economic Return; 50% Relative TSR vs iShares Mortgage REIT ETF constituents | 50th pct = 100%; 75th pct = 150%; 100th pct = 200%; below threshold = 0% |
| 2023–2025 | 650,000 | 104,881 | Same as above | Same as above |
Equity grant mix and reporting:
- 2023 stock awards reported at aggregate grant date fair value (PSU TSR component valued via Monte Carlo at $5.55 per share).
Stock awards vesting and deferral:
| 2023 Stock Awards Vested | Shares (#) | Value ($) |
|---|---|---|
| Shares vested and deferred delivery (Viswanathan) | 55,514 | 418,577 |
- He elected to defer delivery of vested awards under the Stock Award Deferral Program. 2023 deferral contributions $418,577; year‑end balance $277,016; aggregate earnings (loss) $(141,561).
Equity Ownership & Alignment
| As‑of Date | Beneficial Ownership (# shares) | % of Class | Notes |
|---|---|---|---|
| Mar 31, 2022 | 8,411 | <1% | Officer DSUs not included in beneficial ownership |
| Mar 31, 2023 | 17,805 | <1% | Officer DSUs not included |
| Apr 10, 2025 | 163,839 | <1% | Officer DSUs not included; group totals disclosed |
Alignment policies and red flags:
- Ownership guidelines: 3x salary for NEOs; shares from equity awards (post‑tax) must be held until the requirement is met; unvested time‑vesting RSUs count toward the requirement (unvested PSUs do not).
- Anti‑hedging/anti‑pledging: Executives are prohibited from hedging, using margin accounts, or pledging CIM securities.
Employment Terms
| Term | Detail |
|---|---|
| Role/Reporting | CFO; reports to CEO |
| Agreement Date/Term | Employment Agreement dated Mar 24, 2023; effective Jan 1, 2023; auto‑renews annually unless 90‑day non‑renewal notice; extended to at least two years post‑change‑in‑control (as in CEO agreement) |
| Base Salary | Not less than $700,000 per annum |
| Target Annual Bonus | $750,000; 2023 metric weights: 35% relative ROE, 35% relative TSR, 30% strategic objectives; each relative metric capped at 100% if absolute performance ≤0 |
| LTI Target | $1,300,000 per year |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason: 1.0x base salary + 1.0x greater of target cash bonus or Average Cash Bonus; 12 months COBRA; time‑based equity vests; PSUs continue based on performance; pro‑rata and prior‑year earned bonus paid (terms per CEO agreement, applied to CFO) |
| Severance (CIC) | If terminated without Cause within 6 months before or 24 months after a CIC, or for Good Reason within 24 months post‑CIC: 2.0x base salary + 2.0x greater of target or Average Cash Bonus (lump sum); 18 months COBRA; time‑based equity accelerates; PSUs continue based on performance; pro‑rata and prior‑year earned bonus paid (CEO agreement terms, applied to CFO) |
| Notice | Company or executive may terminate (without cause/with Good Reason, as applicable) with 90 days’ written notice (CEO agreement baseline) |
| Restrictive Covenants | “Same as under the Kardis Employment Agreement” (non‑compete/non‑solicit and related covenants) |
| Clawback | Subject to company clawback policy (same framework as other NEOs) |
Compensation Structure Analysis
- Shift to performance‑linked pay: In 2023, CIM redesigned executive pay to emphasize relative ROE and TSR for the annual bonus and added PSUs tied 50% to relative Economic Return and 50% to relative TSR over three years, directly linking pay to shareholder outcomes and sector‑relative value creation.
- Cash vs equity mix: 2023 comp mix for Viswanathan included $700k salary, $1.24m stock awards, and $1.00m annual bonus, indicating balanced cash/equity with multi‑year PSUs and RSUs for retention.
- Payout sensitivity: Under the prior plan, 2022 cash bonus paid at 250% of target based on ROAE performance; the current design includes caps when absolute ROE/TSR ≤0, moderating payouts in down markets.
Investment Implications
- Alignment: Strong alignment via 3x salary ownership requirement, anti‑hedging/anti‑pledging prohibitions, and PSU metrics based on relative Economic Return/TSR; unvested service‑RSUs count toward ownership, encouraging holding behavior.
- Retention risk and selling pressure: Three‑year ratable RSUs and multi‑year PSUs create meaningful unvested equity; his election to defer delivery of vested shares reduces near‑term selling pressure from vest events.
- Change‑in‑control economics: Double‑trigger CIC protection at 2.0x salary+bonus (CEO terms applied) is moderate for the space; time‑based awards accelerate while PSUs vest based on performance, preserving performance linkage through a transaction.
- Execution track record indicator: 2022 payout at 250% of target on ROAE and a 2023 bonus under the new relative metrics framework suggest sensitivity of pay to financial outcomes; investors should monitor peer‑relative ROE/TSR and Economic Return through the 2023–2025 PSU window for forward compensation risk.
Data sources: 8‑K announcing 2023 employment agreements and terms; 2024 and 2025 DEF 14A proxy statements for compensation, ownership, governance policies; prior proxies for biography and outstanding award context.