Howard A. Silver
About Howard A. Silver
Howard A. Silver, age 70 as of April 29, 2025, is an independent director of CMRF serving since October 2019; he is Audit Committee Chair (since January 2022) and a member of the Compensation and Investment Risk Management committees (since February 2024). He is a CPA (since 1980) with a B.S. in Accountancy from the University of Memphis, and the board has designated him an “audit committee financial expert.” His background spans executive roles at public REITs and Big Four accounting experience, providing deep finance and real estate expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Inns, Inc. (NYSE hotel REIT) | CEO, President, CFO, COO, Secretary | 1994–2007 | Led largest hotel REIT in select segments; sold to Whitehall Global Real Estate Funds (Oct 2007). |
| Alabaster Originals, L.P. | Chief Financial Officer | 1992–1994 | Fashion jewelry wholesaler; finance lead. |
| Ernst & Young LLP | Professional staff | 1987–1992 | Audit/accounting experience. |
| PricewaterhouseCoopers LLP | Professional staff | 1978–1985 | Audit/accounting experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpine Acquisition Corp. (NASDAQ: REVEU) | Independent Director; Audit Chair | Feb 2021–Sep 2023 | Led audit oversight for SPAC. |
| CCIT III (pre-merger with CMRF) | Independent Director; Audit Chair; Valuation/Compensation/Affiliate Transactions Committee Member | Jul 2016–Dec 2020 | Audit leadership; committee oversight. |
| Education Realty Trust, Inc. (NYSE: EDR) | Director; Lead Independent Director | 2012–2018 | Lead independent governance role; company sold in 2018. |
| Jernigan Capital, Inc. (NYSE: JCAP) | Director; Audit Chair | Since Apr 2015 | Audit leadership for mortgage REIT. |
| Landmark Apartment Trust, Inc. (publicly registered, non-listed REIT) | Director; Audit Chair | Jan 2014–Jan 2016 | Audit leadership; company sold Jan 2016. |
| CapLease, Inc. (NYSE: LSE) | Director; Audit Chair | 2004–Nov 2013 | Audit leadership; company sold Nov 2013. |
| Great Wolf Resorts, Inc. (NASDAQ: WOLF) | Director | 2004–May 2012 | Board service at family entertainment resort company. |
Board Governance
- Independence and roles: Silver is an independent director; Audit Committee Chair; Compensation and Investment Risk Management Committee member. The audit and compensation committees are composed exclusively of independent directors, and he is designated an “audit committee financial expert.”
- Attendance and engagement: The board met five times in 2024; all directors attended all board and applicable committee meetings. Audit Committee met eight times; Compensation Committee met three times; Nominating & Corporate Governance met two times.
- Board leadership: CEO also serves as Chair; no lead independent director, but independent committees provide oversight and related-party transactions with affiliates must be approved by the independent Audit Committee.
- Related-party oversight and conflicts framework: Audit Committee reviews/approves Item 404 related party transactions; conflict resolution procedures require independent approval and arm’s-length terms, with an allocation policy governing investment opportunities across CIM-sponsored programs.
- Audit Committee report: As Chair, Silver oversaw 2024 financial statement audits and recommended inclusion in the 2024 Form 10-K.
Committee & Attendance Summary
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair | 8 | 100% (all directors attended all meetings of committees they serve). |
| Compensation | Member | 3 | 100% (all directors attended all meetings of committees they serve). |
| Investment Risk Management | Member | Not disclosed | Not disclosed. |
| Nominating & Corporate Governance | Not a member | 2 | Not applicable. |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Silver) | $113,333 | FY 2024 director compensation table. |
| Annual Independent Director Cash Retainer | $80,000 → $100,000 | Increased in Dec 2024; payable quarterly in arrears beginning Q4 2024 (for quarter ended Dec 31, 2024). |
| Audit Committee Chair Retainer | $20,000 | Additional cash retainer. |
| Audit Committee Member Retainer (non-chair) | $10,000 | Additional cash retainer. |
| Compensation or Nominating Chair Retainer | $15,000 | Additional cash retainer. |
| Compensation/Nominating/Investment Risk Management Member Retainer (non-chair) | $5,000 | Additional cash retainer. |
Performance Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Restricted Stock Award (annual) | Equity award to independent directors; issued Oct 1, vests 1-year later subject to continued service; 2024 award based on NAV per share | $80,000 grant on Oct 1, 2024; ~13,136 restricted shares each; NAV per share $6.09; vests Oct 1, 2025. |
| True-up Restricted Stock (increase to $100k annual equity) | Issued in Jan 2025 after board increased annual equity grant to $100k | $20,000 additional restricted stock in Jan 2025. |
| Options/PSUs/Performance Metrics | Not disclosed for directors | No options, PSUs, or performance-linked metrics disclosed for director compensation; awards are time-based restricted shares. |
Performance Metrics Table (Directors)
| Metric | FY 2024 Disclosure | Notes |
|---|---|---|
| Revenue/EBITDA/TSR targets tied to director pay | None disclosed | Director equity is time-based restricted stock; no performance metrics indicated. |
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure | Committee/Notes |
|---|---|---|---|---|
| Alpine Acquisition Corp. | REVEU | Independent Director; Audit Chair | Feb 2021–Sep 2023 | SPAC audit leadership. |
| Education Realty Trust, Inc. | EDR | Director; Lead Independent Director | 2012–2018 | Company sold in 2018. |
| Jernigan Capital, Inc. | JCAP | Director; Audit Chair | Since Apr 2015 | Mortgage REIT audit leadership. |
| Landmark Apartment Trust, Inc. | — | Director; Audit Chair | Jan 2014–Jan 2016 | Company sold Jan 2016. |
| CapLease, Inc. | LSE | Director; Audit Chair | 2004–Nov 2013 | Company sold Nov 2013. |
| Great Wolf Resorts, Inc. | WOLF | Director | 2004–May 2012 | Board service. |
| CCIT III (pre-merger) | — | Independent Director; Audit Chair; Valuation/Compensation/Affiliate Transactions Committee Member | Jul 2016–Dec 2020 | Merged into CMRF in Dec 2020. |
Expertise & Qualifications
- Certified Public Accountant with extensive audit and financial reporting experience; designated “audit committee financial expert.”
- Senior executive track record across public REITs, including CEO/CFO/COO roles and significant M&A transaction experience through multiple company sales.
- Deep real estate sector expertise spanning hotel, collegiate housing, mortgage lending to self-storage, multifamily, net lease, and resorts.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Howard A. Silver | 67,076 | ~0.015% | Includes 16,420.36 restricted shares issued under the 2022 Equity Plan; outstanding shares 437,359,550 as of Apr 24, 2025. |
- Hedging/pledging: Any hedging or pledging of Company securities requires pre-approval under the Code of Business Conduct and Ethics and insider trading policy.
Governance Assessment
-
Strengths:
- Independent director with CPA credentials and designated “audit committee financial expert”; chairs an active Audit Committee (8 meetings in 2024) overseeing audits, independence, internal controls, NAV determination, cyber/privacy risk, and related-party transaction approvals. This supports financial reporting quality and mitigates affiliate risk.
- Exemplary attendance (100% board and committee meetings), signaling high engagement.
- Compensation committee uses independent benchmarking; director pay structure includes both cash and equity, improving alignment.
-
Risk indicators and potential conflicts:
- Externally managed structure with multiple affiliates under CIM; CEO also serves as Board Chair and there is no lead independent director—heightens reliance on robust independent committee oversight (particularly Audit) for Item 404 related-party transactions.
- Allocation of investment opportunities across CIM programs is governed by sponsor policies; oversight depends on adherence to conflict resolution and allocation procedures.
- Director equity awards are time-based and not performance-linked; while common for directors, absence of performance metrics reduces “at-risk” pay signals.
-
Net takeaway: Silver’s audit leadership, independence, and attendance are positives for investor confidence, particularly given the affiliate-heavy structure. Continued transparency around related-party approvals, NAV determinations, and director compensation benchmarking is essential given the lack of a lead independent director and CEO/Chair combination.