Susan Mills
About Susan Mills
Susan Mills, age 65, is an independent Class I director of Chimera Investment Corporation (CIM) since November 13, 2023. She is a Managing Director at Academy Securities (since October 2023) and joined the Advisory Board of RiskSpan in January 2025. Mills spent 36 years at Citigroup Global Markets (successor to Salomon Brothers) in senior mortgage-related roles, and holds a bachelor’s degree in Accounting from Long Island University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Global Markets (successor to Salomon Brothers) | Senior management roles across North American residential mortgages; contract finance, securitization, warehouse lending, sourcing residential investments | 36 years, until May 2023 | Mortgage banking expertise; leadership in multiple mortgage verticals |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Academy Securities | Managing Director | October 2023 | Veteran-owned investment bank across capital markets, AM, public finance, trading |
| RiskSpan | Advisory Board Member | January 2025 | Advisory role |
| Kingsbridge Heights Community Center | Board member | Two years (dates not specified) | Non-profit board service |
Board Governance
- Independence: The Board affirmatively determined Mills is independent under NYSE rules; six directors are independent; the only non-independent director is the CEO, Phillip J. Kardis II .
- Committees (2024 membership): Nominating & Corporate Governance (member); Risk Committee (member). Not a chair of any committee .
- Meeting cadence and attendance: Board met 21 times in 2024; independent directors met 7 times. All directors attended at least 75% of Board and assigned committees during their service in 2024 .
- Board leadership: Chairman is independent (Gerard Creagh); CEO is separate (Phillip J. Kardis II) .
- Stock ownership guidelines: Non-employee directors cannot sell or transfer vested equity awards until their CIM holdings exceed 3× the cash portion of their annual base retainer .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 10 |
| Risk Committee | Member | 5 |
Fixed Compensation
| Component | Program Terms (2024–2025 Director Service Year) | Mills – 2024 Actual |
|---|---|---|
| Annual cash retainer | $100,000, payable quarterly; directors may elect stock in lieu of cash | $125,667 in cash fees (includes committee fees as applicable) |
| Annual stock award (RSUs) | $130,000 RSUs; vest on earlier of 1-year anniversary or next annual meeting; dividend equivalents; pro-rata vesting on termination | $130,000 grant-date fair value |
| Board Chair fee | $120,000 cash | N/A (not Chair) |
| Audit Chair fee | $50,000 cash | N/A |
| Compensation Chair fee | $25,000 cash | N/A |
| Risk Chair fee | $25,000 cash | N/A |
| Nominating & Governance Chair fee | $25,000 cash | N/A |
| Committee membership (non-chair) | $10,000 cash per committee | Included within cash fees |
| Total | — | $255,667 total compensation in 2024 |
Performance Compensation
Directors do not have performance-based compensation elements; equity is delivered via time-based RSUs.
| Equity Award | Grant Date | Grant-Date Fair Value | Vesting | Dividend Equivalents | Deferral Availability |
|---|---|---|---|---|---|
| Annual director RSUs | June 5, 2024 (date of annual meeting) | $130,000 | Earlier of 1-year anniversary or next annual meeting; pro-rata on termination | RSUs accrue dividend equivalents | Director Stock Award Deferral Program existed; new deferrals suspended Nov 5, 2024; prior deferrals remain in place as DSUs |
No director PSUs, options, or performance metrics are contemplated beyond the annual RSUs as part of the director program .
Other Directorships & Interlocks
| Company/Organization | Type | Current Status | Interlocks/Exposure |
|---|---|---|---|
| Academy Securities | Private investment bank | Managing Director | No Item 404 related person transactions disclosed with Academy Securities in 2024 |
| RiskSpan | Private analytics/consulting | Advisory Board (Jan 2025) | No Item 404 related person transactions disclosed with RiskSpan in 2024 |
| Kingsbridge Heights Community Center | Non-profit | Prior board member (two years) | None disclosed |
Related party transactions: Other than the Palisades acquisition tied to a different officer, CIM disclosed no related person transactions in 2024 .
Expertise & Qualifications
- 36-year mortgage banking tenure at Citi spanning whole-loan finance, securitization, warehouse lending, and sourcing residential investment opportunities; senior management roles .
- Managing Director at Academy Securities; Advisory Board member at RiskSpan .
- Bachelor’s degree in Accounting, Long Island University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Susan Mills | 14,502 | <1% |
Beneficial ownership table as of April 10, 2025; directors/officers as a group held 1,184,002 shares (1.46%) .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | Proxy provides beneficial ownership as of April 10, 2025; no Section 16(a) delinquency disclosures specific to Mills were identified . |
Governance Assessment
- Strengths:
- Independent director with deep mortgage banking experience; service on Nominating & Corporate Governance and Risk committees enhances board oversight of talent, governance, and enterprise risk .
- Strong attendance norms (≥75%) with high Board activity (21 meetings) and independent sessions (7), supporting engagement and oversight quality .
- Stock ownership guidelines require meaningful “skin-in-the-game” before selling vested equity (≥3× cash retainer), aligning director incentives with shareholders .
- Compensation alignment:
- Director pay is a standard cash retainer plus annual RSUs; Mills’ 2024 mix: $125,667 cash and $130,000 equity (total $255,667), creating balanced fixed/equity exposure .
- RSU vesting is time-based; no performance-conditioned awards for directors, limiting pay-for-performance signaling at the board level .
- Conflicts and related-party exposure:
- Mills’ roles at Academy Securities and RiskSpan are disclosed; CIM reported no related person transactions in 2024 other than the Palisades acquisition (approved by the Audit Committee), and none were linked to Mills—mitigating conflict risk .
- Independence affirmed under NYSE rules, with six independent directors on the Board .
- Shareholder sentiment:
- 2025 Say-on-Pay advisory vote approved (40,891,475 for; 2,291,588 against; 424,612 abstained), indicating broad support for compensation governance overall .
RED FLAGS: None directly tied to Mills were disclosed; no pledging/hedging, tax gross-ups, or Section 16(a) delinquencies specific to Mills were identified in the proxy; director equity is time-based RSUs without performance metrics (neutral for alignment) .