DEF 14A of Chimera Investment Corp, Apr 23, 2026

DEF 14A of Chimera Investment Corp

Filed Apr 23, 2026 · FY20250001206774-26-000238

Open on EDGAR

  1. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following information is furnished regarding the nominees for election as Class I Directors by the holders of common stock. The following information is furnished regarding our Class I Directors who will continue to serve on the Board until our 2029 annual meeting and until their respective successors are duly elected and qualified. Kevin G. Chavers was elected as one of our Class I Directors on June 10, 2021. Mr. Chavers has over 35 years of experience across multiple roles in the real estate finance and mortgage industry. In 2025, Mr. Chavers began the operations of BlackAcre Investment Management, a privately held investment management company he founded in conjunction with Magnetar Capital that focuses on private market solutions to affordable workforce housing, and currently serves as its Managing Partner. Mr. Chavers served as Managing Director of BlackRock in the Global Fixed Income and Securitized Asset Investment Team until April 2021, focusing on residential mortgage related assets, including RMBS, whole loans and MSRs. Mr. Chavers also served on the leadership team of BlackRock Impact Opportunity Fund, the Global Public Policy Group and BlackRock Solutions, Financial Markets Advisory Group. Prior to joining BlackRock, Mr. Chavers served as Managing Director of Morgan Stanley from 2003 to 2011 and Vice President of Goldman Sachs from 1998 to 2003. Mr. Chavers also served at various government agencies, including as the President of Ginnie Mae from 1995 to 1998. Mr. Chavers currently serves as a board member of SMBC Americas Holdings, Inc., Toorak Capital Partners and on the board of trustees of Optimum Funds. Mr. Chavers previously served as a board member of Freddie Mac from February 2022 until March 2025. In addition, Mr. Chavers serves as a board member of various nonprofit organizations, including the Enterprise Community Partners, the University of Virginia Foundation, Upper Manhattan Empowerment Zone, and the Bedford Stuyvesant Restoration Corporation. Mr. Chavers earned a J.D. from Harvard Law School and a Bachelor’s Degree from the University of Virginia. The Board believes that Mr. Chavers’ experience and qualifications, including, among other things, his broad range of expertise in real estate finance, capital markets and mortgage industry, including the various management positions he has held in both private and public organizations in the mortgage-backed securities industry, and his board experience with other companies and organizations, make him a valuable member of the Board. Gerard Creagh was elected as one of our Class I Directors effective as of April 1, 2010. Mr. Creagh served as Chief Executive Officer from December 2023 until May 2025 of Brosnan Risk Consultants, a privately held provider of technology-driven security services. Brosnan Risk Consultants sold substantially all of its assets to a third party in December 2024, but Mr. Creagh remained on as Chief Executive Officer of the surviving entity to manage its remaining assets and liabilities. He previously served as Chief Administrative Officer of Brosnan Risk Consultants from December 2019 until December 2023. Since May 2011, Mr. Creagh has served as a Managing Partner at CVC Advisers LLC, a financial consulting firm. From September 2005 through April 2010, Mr. Creagh served as the President and a member of the Board of Directors of Duff & Phelps Corporation. From September 2005 to September 2007, Mr. Creagh served as President of Duff & Phelps Acquisitions, LLC. Prior to its merger with Duff & Phelps in September 2005, Mr. Creagh served as executive managing director of Standard & Poor’s Corporate Value Consulting practice. Mr. Creagh joined Standard & Poor’s from PricewaterhouseCoopers, where he held the position of North American Valuation Services practice leader. Mr. Creagh previously served as the U.S. leader for the Valuation Practice of Coopers & Lybrand. Mr. Creagh has a Bachelor’s Degree and Master’s Degree in mechanical engineering from Manhattan College and has an M.B.A. in finance from New York University’s Leonard N. Stern School of Business. The Board believes that Mr. Creagh’s experience and qualifications, including, among other things, his experience in the oversight of risk management policies and procedures, his significant background as a lead corporate executive and his prior board experience with other companies, make him a valuable member of the Board. Susan Mills was elected as one of our Class I Directors effective as of November 13, 2023. Since October 2023, Ms. Mills has been a Managing Director at Academy Securities, a veteran-owned and operated investment bank with strengths in capital markets, asset management, public finance, geopolitical intel, fixed income and equity trading. Since January 2025, Ms. Mills has also been serving as a member of the Advisory Board of RiskSpan. Until May 2023, she spent 36 years at Citigroup Global Markets (“Citi”) as the successor to Salomon Brothers. During her time at Citi, Ms. Mills held various senior management positions in businesses related to North American Residential Mortgages, including contract finance related to whole loan transactions, securitization, warehouse lending and sourcing residential investment opportunities for Citi or their private credit clients. While at Citi, she was active in women’s mentoring and recruiting groups. She was on the board of Kingsbridge Heights Community Center for two years. Ms. Mills received a bachelor’s degree in Accounting from Long Island University. The Board believes that Ms. Mill’s experience and qualifications, including among other things, her extensive expertise in the mortgage banking industry, including in positions of management, make her a valuable member of the Board. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR KEVIN G. CHAVERS, GERARD CREAGH AND SUSAN MILLS AS DIRECTORS EACH TO HOLD OFFICE UNTIL OUR ANNUAL MEETING OF STOCKHOLDERS IN 2029, IN EACH CASE, UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES.

  2. Continuing Class II Directors

    Continuing Class II Directors The following information is furnished regarding our Class II Directors who will continue to serve on the Board until our 2027 annual meeting and until their respective successors are duly elected and qualified. Phillip J. Kardis II was elected as one of our Class III Directors on December 10, 2022 and then as a Class II Director on June 10, 2025. Mr. Kardis is our President and Chief Executive Officer. Mr. Kardis was appointed Chief Executive Officer in December 2022 and President in March 2024. Prior to becoming Chief Executive Officer and President, Mr. Kardis served as the Company’s Chief Legal Officer and Secretary from September 2015 to December 2022. During his tenure as the Chief Legal Officer and Secretary, Mr. Kardis has been actively involved in leadership of the Company, its operations, and its strategic initiatives since its founding in 2007, and has played a key role in structuring the Company’s securitization, financing, and investment transactions. Mr. Kardis has been immersed in all aspects of the Company’s strategic planning, policies, and transactions, including serving on the Valuation Committee and Investment Committee. Mr. Kardis has recognized expertise in mortgage REITs and structured transactions. Prior to joining the Company in September 2015, Mr. Kardis was a partner with the law firm of K&L Gates LLP where he represented mortgage REITs and other companies and funds that acquire, originate, service and finance residential mortgage loans, mortgage servicing rights and mortgage-backed securities, including the Company. Prior to joining K&L Gates LLP in 2004, Mr. Kardis practiced corporate and securities law at several law firms. In addition, Mr. Kardis has held positions at the U.S. Department of Commerce, Rockwell International, the U.S. Senate Committee on the Budget and Analytic Services, Inc. Mr. Kardis has a BA degree from George Washington University, an MA from George Washington University, an MA from George Mason University, and a JD from the Georgetown University Law Center. The Board believes that Mr. Kardis’ significant industry knowledge and experience, including his intimate involvement with the Company since its IPO and critical role in structuring the Company’s securitization, financing and investment transactions, make him a valuable member of the Board. Debra W. Still was elected as one of our Class II Directors on March 6, 2018. Ms. Still served as Vice Chair of Pulte Financial Services from April 1, 2023 until January 7, 2026. Previously, Ms. Still had served as President and Chief Executive Officer of Pulte Financial Services from 2010, which includes the mortgage lending, title and insurance operations of PulteGroup, Inc., one of the nation’s largest homebuilders. In addition to Pulte Financial Services, from 2004 to 2020, Ms. Still was also President of, and from 2004 to July 1, 2024 was a member of the board of managers of, Pulte Mortgage, LLC, a nationwide lender headquartered in Englewood, Colorado. Ms. Still began her career with Pulte Mortgage, LLC in 1983 where she served in various executive capacities, including Chief Operating Officer, prior to being named President in 2004. Ms. Still currently serves on the board of Enact Holdings, Inc. (NASDAQ GS: ACT) and as a member of Fannie Mae’s Affordable Housing Advisory Council. Ms. Still is a graduate of Ithaca College, Ithaca, N.Y., with a Bachelor of Science degree and has completed graduate work in Finance at George Washington University, Washington, D.C. The Board believes that Ms. Still’s experience and qualifications, including, among other things, her significant experience as a senior executive in real estate finance overseeing mortgage lending operations, make her a valuable member of the Board.

  3. Continuing Class III Directors

    Continuing Class III Directors The following information is furnished regarding our Class III Directors who will continue to serve on the Board until our 2028 annual meeting and until their respective successors are duly elected and qualified. Brian P. Reilly was elected as one of our Class III Directors on July 31, 2019. Mr. Reilly has over 36 years of experience across multiple roles in the financial services industry. Until May 2022, Mr. Reilly served as Senior Vice President and Chief Auditor of The Travelers Companies, Inc., where he oversaw the global audit team evaluating risk management controls, financial reporting controls, operational efficiency and effectiveness, regulatory compliance and governance procedures, and system and data integrity, including cybersecurity controls. He had been the Chief Auditor of The Travelers since 2002. Prior to joining The Travelers, Mr. Reilly was a partner with Arthur Andersen LLP. In addition, he previously served as a board member of the Connecticut Society of Certified Public Accountants, an organization of accounting professionals and Village for Families and Children, a non-profit organization. Mr. Reilly has a Bachelor’s Degree in accounting from the University of Connecticut. The Board believes that Mr. Reilly’s experience and qualifications, including, among other things, his experience as an auditor and certified public accountant, and his significant experience in the oversight and evaluation of financial controls, operational efficiency, regulatory compliance and system and data integrity, make him a valuable member of the Board. Cynthia B. Walsh was elected as one of our Class III Directors effective December 1, 2024. Ms. Walsh has over 38 years of experience across multiple roles in the financial industry. Ms. Walsh has served as a consultant for Walsh Advisors, a registered investment advisory firm that focuses on capital allocation, equity and fixed income markets, and alternative investments since December 31, 2025. Ms. Walsh previously served as President of Walsh Advisors from 2011 until December 2025. From 2001 to 2011, Ms. Walsh served as Managing Partner and Chief Financial Officer of National Bond and Trust, an issuing agent of the U.S. Treasury Department. Prior to that, Ms. Walsh held various capital markets and trading positions at Bank of America. She currently serves on the board of LendingOne a private real estate lending firm. Previously, Ms. Walsh served on the boards of Encore, the Indiana Bond Bank and Indiana Public Retirement System, and was an adjunct professor for the Kellstadt Graduate School of Business at DePaul University. She holds a bachelor’s degree in computer systems from Purdue University, an MBA from the University of Chicago, and a Doctor of Business Administration from DePaul University. The Board believes that Ms. Walsh’s experience and qualifications, including, among other things, her expertise in the financial industry and vast fiduciary experience, including her background as a corporate executive and various management positions she has held in both individual and corporate investment and risk management make her a valuable member of the Board.

  4. Continuing Class III Directors

    | CORPORATE GOVERNANCE, DIRECTOR INDEPENDENCE, BOARD MEETINGS AND COMMITTEES |

  5. Overview

    | ● | One-year employment agreement terms; | | ● | A compensation mix that is heavily weighted toward stock-based compensation with the average percentage of target long-term incentive based stock awards representing approximately 51% of total compensation of the named executive officers; | | ● | A maximum multiple for the annual cash incentive (also referred to as an annual cash bonus) that is limited to 200% of the target; | | ● | Use of Company and individual performance metrics for the 2025 annual cash bonus; and | | ● | Use of Company performance metrics for the performance share units (“PSUs”) granted in 2025. |

  6. Overview

    | ● | Company ROE and Relative ROE — Company ROE means (i) Company Return for the Annual Cash Bonus Measurement Period, divided by (ii) Company average equity for the four quarters beginning on October 1, 2024 and ending on September 30, 2025 (the “Annual Cash Bonus Measurement Period”). Relative ROE means Company ROE as such amount stands in relation to the return on average equity (determined in the same way that the Company ROE is determined) for the Annual Cash Bonus Measurement Period of the entities (other than the Company) included in the iShares Mortgage Real Estate ETF Group. Company Return means, for purposes of calculating Company ROE, the Company’s net income as determined in accordance with GAAP and shown on the Company’s quarterly and annual financial statements as filed with the Securities and Exchange Commission, but excluding non-cash, non-operating expense items such as depreciation expense, amortization of goodwill and other non-cash, non-operating expense items as determined by the compensation committee in its sole discretion for the Annual Cash Bonus Measurement Period. For the avoidance of doubt, any realized and/or unrealized gains or losses from hedging instruments are not excluded from the calculation of Company Return.(1) | | ● | Company TSR and Relative TSR — Company TSR means for the 3-year period from October 1, 2024 to September 30, 2027 (the “LTI Measurement Period”), the percentage change in the value of a share of the Company’s common stock from the closing price on the last trading day before the beginning of the applicable measurement period to the closing price on the last trading day of the applicable measurement period (plus common stock dividends paid during the applicable measurement period, assuming immediate reinvestment of such dividends in additional common shares), as determined by the compensation committee in its sole discretion. Relative TSR means the Company TSR as such amount stands in relation to the total shareholder return (determined in the same way that the Company TSR is determined) for the LTI Measurement Period of the entities (other than the Company) included in the iShares Mortgage Real Estate ETF Group, as determined by the compensation committee in its sole discretion. | | ● | Company Economic Return and Relative Economic Return – Company Economic Return means, for the Annual Cash Bonus Measurement Period, or LTI Measurement Period, as applicable, (i) the change in the Company’s book value per share (“BVPS”) from the BVPS on the last day before the beginning of the applicable measurement period to the BVPS on |

  7. Overview

    | the last day of the applicable measurement period, plus (ii) common stock dividends paid during the applicable measurement period, as determined by the compensation committee in its sole discretion. Relative Economic Return means (i) the Company Economic Return for the Annual Cash Bonus Measurement Period or LTI Measurement Period, divided by (ii) BVPS at the beginning of the Annual Cash Bonus Measurement Period or LTI Measurement Period, as applicable, as such amount stands in relation to the Economic Return (measured in the same way that the Company Economic Return is measured) during the Annual Cash Bonus Measurement Period or LTI Measurement Period, as applicable, of the entities (other than the Company) included in the iShares Mortgage Real Estate ETF Group, as determined by the compensation committee in its sole discretion. |

  8. Overview

    | ● | iShares Mortgage Real Estate ETF Group — The iShares Mortgage Real Estate ETF Group means the entities (other than the Company) included in the iShares Mortgage Real Estate ETF as of the beginning of the Annual Cash Bonus Measurement Period or LTI Measurement Period, as applicable. Any entity (other than the Company) that ceases to be included in the iShares Mortgage Real Estate ETF during the Annual Cash Bonus Measurement Period or LTI Measurement Period, as applicable, is treated as performing at the lowest level in the iShares Mortgage Real Estate ETF Group for such Annual Cash Bonus Measurement Period or LTI Measurement Period, as applicable. |

  9. Overview

    | ● | annual cash bonuses with payouts ranging from 0% to 200% of the applicable target amount, which payout is based: | | | | ▪ | 35% on Relative ROE performance, subject to adjustment based on Company ROE, with cap based on the Company ROE performance for the Annual Cash Bonus Measurement Period, | | | ▪ | 35% on Relative Economic Return performance with cap based on the Company Economic Return performance for the Annual Cash Bonus Measurement Period, and | | | ▪ | 30% on achievement of the strategic goals by each named executive officer during the 2025 calendar year; and |

  10. Overview

    | ● | long-term incentives, | | | | ▪ | 50% of which is in the form of a restricted stock unit (“RSU”) award that vests ratably over 3 years, and | | | ▪ | 50% of which is in the form of a performance stock unit (“PSU”) award that cliff vests in 3 years based on performance over the LTI Measurement Period with payouts ranging from 0% to 200% of the target for three-year PSU awards, based 50% on Relative Economic Return, with cap based on the Company Economic Return for the LTI Measurement Period, and 50% on Relative TSR, with cap based on the Company TSR for the LTI Measurement Period; and | | ● | to the extent earned, is delivered in a balanced mix of cash and equity awards that include additional vesting requirements, to further encourage retention and alignment of executive officer interests with the long-term interests of our stockholders. | |

  11. Overview

    | ● | for 2025 annual cash bonuses, our ROE (carrying 35% of the weighting) for the Annual Cash Bonus Measurement Period was approximately 3.9%, which placed us 22nd across the 33 companies in the iShares Mortgage Real Estate ETF; our Relative Economic Return (carrying 35% of the weighting) for the Annual Cash Bonus Measurement Period was approximately -2.82% which placed us 26th across the 33 companies in the iShares Mortgage Real Estate ETF; and combined with achievement of strategic goals by each named executive officer during the 2025 calendar year carrying 30% of the weighting, resulting in 2025 annual cash bonuses being awarded to the named executive officers ranging from 65% to 74% of the target (with Mr. Thakkar’s annual cash bonus being calculated differently, as described below, due to his mid-year separation); | | ● | the named executive officers received a fixed grant of RSUs in early 2025 vesting ratably over three years; | | ● | the named executive officers received a grant of PSUs in early 2025 that could become earned based on our Relative Economic Return and Relative TSR performance during the LTI Measurement Period; and | | ● | for the 2023 PSUs, which were earned based on Relative Economic Return and Relative TSR for the three-year period beginning October 1, 2022 and ending September 30, 2025, our Relative Economic Return for that period was approximately 15.95%, which placed us 12th across the 31 companies included in the iShares Mortgage Real Estate ETF, and our Relative TSR for that period was approximately 19.59%, which placed us 18th across the 31 companies included in the iShares Mortgage Real Estate ETF. This performance resulted in shares being issued pursuant to the 2023 PSU award at 98.9% of the target award amount. |

  12. What We Do and How We Do It

    | Provide a majority of compensation in performance-based compensation | | For our CEO, 59% of target total direct compensation is performance-based | | Pay for performance based on measurable goals for both annual and long-term awards | | Use of multiple, balanced measures, focused on ROE, TSR and Economic Return | | Balanced mix of cash and stock-based awards tied to annual and long-term performance | | Majority of cash incentive compensation is tied to ROE and Economic Return; stock portion is evenly split between time-based and performance-based vesting on 3-year Relative TSR and Relative Economic Return | | Stock ownership and retention policy | | 5x salary for CEO and 3x salary for all other named executive officers; 100% of shares issued upon vesting of equity awards must be retained until minimum ownership level is met; applies until 6 months after termination of employment | | Receive advice from independent compensation consultant | | Compensation consultant (Frederic W. Cook & Co.) provides no other services to the Company | | Compensation recovery (clawback) policy | | Recovery of annual or long-term incentive compensation based on achievement of financial results that were subsequently restated |

  13. What We Don’t Do and The Reasons Why

    | No supplemental executive retirement plans for named executive officers | | Consistent with focus on performance-oriented environment | | No change in control excise tax gross up | | Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | | No excessive perquisites or severance benefits | | Consistent with focus on performance-oriented environment and commitment to best practices aligned to long-term stockholder interests | | No single trigger vesting of equity compensation upon a change in control | | Per employment agreements, vesting following a change in control requires involuntary termination of employment (double-trigger) | | No hedging or pledging transactions permitted | | Policy prohibits hedging and pledging transactions, including the purchase of financial instruments designed to hedge/offset any decrease in the market value of our stock |

  14. Key Design Features and 2025 Actions

    | Overview of Compensation Elements | | | | Compensation Element | Description | Objectives | | Term | ● 1 year with an automatic extension for 1 year if notice not given, with compensation committee discretion to change incentive targets and metrics | ● The 1 year term provides the compensation committee with year-to-year flexibility on compensation decisions | | Base Salary | ● $450,000 to $900,000 | ● Fixed cash compensation for the term of each executive’s Employment Agreement ● Reflects current market competitive level ● Assists with recruitment, stability and retention | | Cash v. Stock Mix | ● 43% cash and 57% stock for CEO ● 50% to 57% cash for other NEOs | ● Large percentage awarded in stock for increased focus on Company success and alignment with stockholders | | Fixed v. Performance Compensation Mix | ● 59% of total target compensation based on performance for CEO ● 49% to 52% of total target compensation based on performance for other NEOs | ● Heavily performance-based for both annual cash bonuses and long-term incentive compensation | | % At Risk | ● 87% of total target compensation based on performance for CEO | ● High percentage of compensation is at risk | | | ● 70% to 76% of total target compensation based on performance for other NEOs | | | Annual Cash Incentive | ● Target of $400,000 to $2,100,000 ● Payout ranges from 0% to 200% of target ● Payout is based 35% on Relative ROE performance with cap based on the Company ROE performance for the Annual Cash Bonus Measurement Period, 35% on Relative Economic Return performance with cap based on the Company Economic Return performance for the Annual Cash Bonus Measurement Period, and 30% based on achievement of the strategic goals by each named executive officer during the 2025 calendar year | ● Reward achievement of delivery financial results on key metrics against companies with similar business models ● Recognize achievement of key strategic initiatives led by our executives that support our future success ● Caps payout at 100% of target for Relative ROE component if the Company ROE performance is negative for the year ● Caps payout at 100% of target for Relative Economic Return component if the Company Economic Return performance is negative for the year | | Long-Term Incentives | ● LTI Target: $650,000 to $4,000,000 ● Half of long-term incentive compensation opportunity in the form of an RSU award that vests ratably over 3 years ● Half of long-term incentive opportunity in the form of a PSU award that cliff vests in 3 years based on performance over a 3-year period ● PSU payout ranges from 0% to 200% of target ● PSU payout based 50% on Relative Economic Return, with cap based on Company Economic Return for the LTI Measurement Period, and 50% on Relative TSR, with cap based on Company TSR for the LTI Measurement Period | ● Higher LTI targets compared to annual cash incentive targets reflects greater focus on long-term incentives ● Aligns NEO interests with stockholders and encourages retention ● 50% of target is performance based ● Caps payout at 100% of target for Relative Economic Return component if the Company Economic Return is negative for the 3-year period ● Caps payout at 100% of target for Relative TSR component if the Company TSR is negative for the 3-year period |

  15. Key Design Features and 2025 Actions

    | Post-Employment Benefits | ● Employment agreements include severance payments and benefits in case of involuntary termination (without cause or with good reason) ● Severance amounts are not excessive (generally, 1.0-2.0x salary and cash bonus, even in connection with a termination following a change in control) ● No single-trigger vesting of equity awards upon a change in control (if awards are assumed) ● No 280G or other tax gross-ups agreements | ● Per negotiated employment agreements ● Market-competitive practice to limit executive risk of involuntary termination without cause, and encourages stable management team ● Change in control provisions ensure that management will be able to fairly assess potential transactions ● Competitive with peer companies ● Assists with recruitment and retention | | Other Benefits | ● 401(k), health care and life insurance programs, same as other non-executive employees ● No executive perquisites | ● Aligns NEO interests with other non- executive employees |

  16. Key Design Features and 2025 Actions

    | ● | an annual cash bonus ranging from 0% to 200% of the target, which payout is based 35% on Relative ROE performance with cap based on the Company ROE performance for the Annual Cash Bonus Measurement Period, 35% on Relative Economic Return performance with cap based on the Company Economic Return performance for the Annual Cash Bonus Measurement Period, and 30% based on achievement of the strategic goals by each named executive officer during the 2025 calendar year; | | ● | 50% of the long-term incentive bonus granted in early 2025 as an award of fixed amount of RSUs vesting ratably over three years, and | | ● | 50% of the long-term incentive bonus granted in early 2025 as a PSU award that becomes earned based 50% on Relative Economic Return, with cap based on the Company Economic Return for the LTI Measurement Period, and 50% on Relative TSR, with cap based on the Company TSR for the LTI Measurement Period, ranging from 0% to 200% of target. |

  17. Key Design Features and 2025 Actions

    Relative ROE, Relative TSR and Relative Economic Return are key financial measures for us because, as a mortgage REIT, we are focused on generating earnings efficiently against our capital base and returning those earnings to our stockholders, primarily in the form of dividends. Providing RSUs and PSUs as part of our compensation mix encourages retention and aligns the interests of the named executive officers with the long-term interests of our stockholders. The compensation committee, exercising its discretion under the Employment Agreements, established performance metrics for the 2025 annual cash bonus as ROE, Economic Return and individual performance, weighted 35%, 35% and 30%, respectively. The following chart and discussion summarize the 2025 target incentive award and the three components for our named executive officers.

  18. Key Design Features and 2025 Actions

    | 2025 Incentive Compensation Targets per Employment Agreements | | | | | | | 2025 Annual Cash | Fixed LTI Bonus | LTI Bonus (PSU | Total target | | Name | Bonus | (RSU award) | award) | Incentive award* | | Phillip J. Kardis II | $2,100,000 | $2,000,000 | $2,000,000 | $6,100,000 | | Subramaniam Viswanathan | $850,000 | $700,000 | $700,000 | $2,250,000 | | Jack L. Macdowell, Jr. | $850,000 | $700,000 | $700,000 | $2,250,000 | | Miyun Sung | $400,000 | $325,000 | $325,000 | $1,050,000 | | Dan Thakkar | $600,000 | $575,000 | $575,000 | $1,750,000 |

  19. Key Design Features and 2025 Actions

    *The total target incentive award is subject to review and potential adjustment by the compensation committee. 2025 Annual Cash Bonus. The amount of the annual cash bonus for 2025 was determined based 35% on Relative ROE performance with cap based on the Company ROE performance for the Annual Cash Bonus Measurement Period, 35% on Relative Economic Return performance with cap based on the Company Economic Return performance for the Annual Cash Bonus Measurement Period, and 30% based on achievement of the strategic goals by each named executive officer during the 2025 calendar year. The annual cash bonus earned for the year is payable in cash between December 1, 2025 and January 30, 2026. We generally use the four quarters starting in the fourth quarter of the prior year and through the third quarter of the most recent year to measure performance in order to timely settle annual cash bonuses, as we would not be able to meet our January 30 deadline if we used the full calendar year. Strategic goals, however, are measured on a calendar year basis. Relative ROE Performance (35% of weighting) over Annual Cash Bonus Measurement Period. The following chart summarizes the ROE performance goals and results for 2025:

  20. Key Design Features and 2025 Actions

    In accordance with the Employment Agreements in effect during 2025, the Threshold was set at the lesser of (x) the average of the weekly 2-year Treasury note rates published in the U.S. Reserve H.15 Report for the 52 weeks in the Annual Cash Bonus Measurement Period plus 100 basis points or (y) the 25th percentile of Relative ROE. The percentage of target payable for Relative ROE achieved between the percentiles set forth in the above table (if performance is above the Threshold) is determined by linear interpolation. If the achieved Relative ROE is at or above the Threshold but below the 50th percentile, the percentile corresponding to the achieved Relative ROE will be used when applying such linear interpolation. Notwithstanding the foregoing, in the event that the Company ROE for the Annual Cash Bonus Measurement Period is at or below zero, achievement of the ROE component shall be deemed to not exceed 100%. Average weekly 2-year Treasury note rates plus 100 basis points was 4.97% during the Annual Cash Bonus Measurement Period and the 25th percentile performance of the iShares Mortgage Real Estate ETF constituents was -0.69%, meaning that the threshold goal for the 2025 performance period was -0.69%. Relative Economic Return (35% of weighting) over Annual Cash Bonus Measurement Period. The following chart summarizes the Economic Return performance goals and results for 2025:

  21. Key Design Features and 2025 Actions

    In accordance with the Employment Agreements in effect during 2025, the Threshold was set at the lesser of (x) the average of the weekly 2-year Treasury note rates published in the US. Reserve H.15 Report for the 52 weeks in the Annual Cash Bonus Measurement Period plus 100 basis points or (y) the 25th percentile of Relative Economic Return. The percentage of target payable for Relative Economic Return achieved between the percentiles set forth in the above table (if performance is above the Threshold) is determined by linear interpolation. If the achieved Relative Economic Return is at or above the Threshold but below the 50th percentile, the percentile corresponding to the achieved Relative Economic Return will be used when applying such linear interpolation. Notwithstanding the foregoing, in the event that the Company Economic Return for the Annual Cash Bonus Measurement Period is at or below zero, achievement of the Economic Return component shall be deemed to not exceed 100%. Average weekly 2-year Treasury note rates plus 100 basis points was 4.97% during the Annual Cash Bonus Measurement Period and the 25th percentile performance of the iShares Mortgage Real Estate ETF constituents was -2.05%, meaning that the threshold goal for the 2025 performance period was -2.05%. We set the threshold goals for the ROE and Economic Return components at the lesser of these two external benchmarks to discourage any excessive risk-taking in strong markets. Greater use of debt leverage enables many mortgage REITs to enhance their ROE but presents a greater risk to equity investors. By incorporating an absolute benchmark into the threshold goal, we provide an opportunity for our management team to still earn some level of bonus, albeit well below target, even if other mortgage REITs are taking on higher levels of leverage and commensurately higher levels of risk to generate higher levels of ROE and Economic Return. We compete with the other 32 constituents (excluding Chimera) of the iShares Mortgage Real Estate ETF for investor capital, and our investors primarily allocate their portfolio dollars in our sector based on sustainable and growing dividends. We aim to generate consistent earnings in order to deliver those sustainable and growing dividends by carefully managing our equity capital, using an appropriate amount of debt leverage, managing our cost of capital, and selecting appropriate investments that will yield strong levels of net investment income and total shareholder return. ROE and Economic Return encapsulate all these critical activities, and delivering stronger ROE and Economic Return than our competitors for investor capital directly connects our management team to the efforts valued most closely by our stockholders. 2025 Strategic Goals (30% of weighting) over Annual Cash Bonus Measurement Period. Achievement of strategic goals by each named executive officer is a component (weighted 30%) of performance measurement for purposes of determining actual Annual Cash Bonus amounts. As with the other components of the Annual Cash Bonus, the strategic goals component had a potential achievement range of 0% to 200%. The compensation committee exercised its discretion in setting the strategic goals for each named executive officer and in determining such named executive officer’s level of achievement of such strategic goals during the 2025 calendar year. With respect to Mr. Kardis, the compensation committee determined achievement at 170% of his target level for his leadership role in the Company’s achievements, as outlined above in “—2025 Performance Highlights.” In particular, the compensation committee noted Mr. Kardis’ overall leadership in shaping the strategic vision of the Company in 2025 and executing on that strategic vision, particularly in positioning the Company for future opportunities through both organic and external growth. Under Mr. Kardis’ direction, the Company acquired HomeXpress and began diversifying and optimizing the Company’s portfolio through internally and externally generated capital, including through securitizations and the issuance of senior notes. Mr. Kardis also provided leadership by helping to advance the Company’s various analytics and modeling capabilities. Mr. Viswanathan was determined to have achieved at 200% of his target level for his role in the Company’s achievements, as outlined above in “—2025 Performance Highlights.” In addition, the compensation committee noted Mr. Viswanathan’s role in successfully integrating HomeXpress’ accounting function into the Company’s public company accounting framework, as well as in preparing pro forma financial statements and implementing purchase price accounting for the acquisition. He also played a key role in the Company’s capital raising activities, enhanced the Company’s accounting, finance, tax and internal control functions, helped improve the Company’s financial modeling capabilities, and oversaw the Company’s investor relations functions. Mr. Macdowell was determined to have achieved at 200% of his target level for his role in the Company’s achievements, as outlined above in “—2025 Performance Highlights.” In addition, the compensation committee noted Mr. Macdowell’s role in optimizing portfolio performance and risk management by, among other things, re-allocating capital and adding exposure to asset classes such as Agency RMBS and MSRs and enhancing the Company’s portfolio diagnostic, operational, and modeling capabilities. He played a key role in raising more than $600 million of capital during 2025, as well as developing the in-house investment team. Ms. Sung was determined to have achieved at 200% of her target level for her role in the Company’s achievements, as outlined above in “—2025 Performance Highlights.” In addition, the compensation committee noted Ms. Sung’s key role in completing the HomeXpress acquisition and supporting the Company’s capital markets, public reporting, investment and other business activities. She also facilitated the Board’s activities and provided leadership on regulatory compliance, governance, and legal risk management. The compensation committee also noted the leadership of each named executive officer in managing personnel and continuing to improve operations and processes to better position the Company for the future. As previously disclosed, Mr. Thakkar ceased to serve as the Chief Credit & Risk Officer of the Company on April 2, 2025, and separated from employment with the Company on July 1, 2025. In connection with Mr. Thakkar’s departure, Mr. Thakkar received a pro-rated Annual Cash Bonus based on the actual achievement of the Relative ROE and Relative Economic Return metrics, with strategic performance goals treated as having been attained at target. Based on the results of the ROE and Economic Return components for the Annual Cash Bonus Measurement Period and each named executive officer’s achievement of the strategic goals during the 2025 calendar year, the amount of Annual Cash Bonus earned and paid to the named executive officers actively employed at the end of 2025 ranged from 65% to 74% of target, as reflected in the table below and also included in the Summary Compensation Table as 2025 compensation under the “Non-Equity Incentive Plan” column:

  22. Key Design Features and 2025 Actions

    | 2025 Annual Cash Bonus | | | | Name | 2025 Annual Cash Bonus Target | 2025 Annual Cash Bonus Actual | | Phillip J. Kardis II | $2,100,000 | $1,356,180 | | Subramaniam Viswanathan | $850,000 | $625,430 | | Jack L. Macdowell, Jr. | $850,000 | $625,430 | | Miyun Sung | $400,000 | $294,320 | | Dan Thakkar | $600,000 | $130,382* |

  23. Key Design Features and 2025 Actions

    * Prorated 2025 Annual Cash Bonus as described above. Fixed LTI Bonus (RSU Award). In accordance with the Employment Agreements in effect during 2025, each named executive officer received an annual “Fixed LTI” RSU bonus based on the fixed amount set forth on the chart below. The RSUs were granted in early 2025 and vest ratably over three years subject to the executive’s continued employment. The number of RSUs granted is based on the dollar value of the award and the average daily volume weighted average price (“VWAP”) for the Company’s common stock for the 20 consecutive trading days ending on December 31, 2024. Proxy disclosure rules require us to report the grant date fair value of our RSU grants using the closing stock price on the date of grant, creating the difference between the intended values below and those reported in the Summary Compensation Table. The following chart summarizes the Fixed LTI RSU bonus awards for 2025:

  24. Key Design Features and 2025 Actions

    | 2025 Fixed LTI Bonus (RSU Award) | | | | | Name | Amount | # Shares | Vesting | | Phillip J. Kardis II | $2,000,000 | 137,680 | 3-year ratable | | Subramaniam Viswanathan | $700,000 | 48,188 | 3-year ratable | | Jack L. Macdowell, Jr. | $700,000 | 48,188* | 3-year ratable | | Miyun Sung | $325,000 | 22,373 | 3-year ratable | | Dan Thakkar | $575,000 | 39,583 | 3-year ratable |

  25. Key Design Features and 2025 Actions

    *In addition, in January 2025 Mr. Macdowell received 7,900 RSUs ($114,754 in intended value) attributable to the portion of 2024 during which he was employed by the Company. LTI Bonus (PSU Award): 2025-2027. In accordance with the Employment Agreements in effect during 2025, the PSU bonus for 2025 was provided as an award of PSUs under our equity compensation plan granted early in 2025 with a three-year performance period (2025-2027), i.e. the LTI Measurement Period. The target number of PSUs granted was based on the target value of the award and the average daily VWAP for the Company’s common stock for the 20 consecutive trading days ending on December 31, 2024. On this basis, the target number of PSUs granted for the PSU bonus for 2025 was as follows:

  26. Key Design Features and 2025 Actions

    | 2025-2027 LTI Bonus (Target PSU Award) | | | | | Name | Amount | # Shares | Performance Period | | Phillip J. Kardis II | $2,000,000 | 137,680 | 3-year performance period | | Subramaniam Viswanathan | $700,000 | 48,188 | 3-year performance period | | Jack L. Macdowell, Jr. | $700,000 | 48,188 | 3-year performance period | | Miyun Sung | $325,000 | 22,373 | 3-year performance period | | Dan Thakkar | $575,000 | 39,583 | 3-year performance period |

  27. Key Design Features and 2025 Actions

    | Relative Economic Return Goals | | | Relative Economic Return | % of Economic Return PSUs | | Less than the threshold | 0% | | 50th percentile | 100% | | 75th percentile | 150% | | 100th percentile | 200% |

  28. Key Design Features and 2025 Actions

    | Relative TSR Goals | | | Relative TSR | % of TSR PSUs | | Less than the threshold | 0% | | 50th percentile | 100% | | 75th percentile | 150% | | 100th percentile | 200% |

  29. Key Design Features and 2025 Actions

    The threshold is the lesser of (x) the average weekly interest rate on the 2-year U.S. Treasury note during the applicable LTI Measurement Period plus 100 basis points or (y) the 25th percentile of Relative TSR. For any Relative TSR achieved between the percentiles specified in the above table (if performance is above the threshold), the percentage of the target PSUs that will vest for the PSU Performance Period will be determined by linear interpolation. If the achieved Relative TSR is at or above the threshold but below the 50th percentile, the percentile corresponding to the achieved Relative TSR will be used when applying such linear interpolation. Notwithstanding the foregoing, in the event that the Company TSR for the LTI Measurement Period is at or below zero, achievement of the TSR metric shall be deemed to not exceed 100%.

  30. Key Design Features and 2025 Actions

    | (2) Grant date fair value for accounting purposes differs from the intended values reported above because we calculate the number of target shares using 20-day average VWAP for the 20 consecutive trading days ending on the last day of the prior fiscal year rather than our closing price on the date of grant, and we must incorporate our best estimate of our performance at the time grants are made, which occurs about one or two quarters into the three-year performance period. Also, for the portion of the PSUs earned based on relative TSR, the grant date fair value is based on a Monte Carlo simulation value. |

  31. Key Design Features and 2025 Actions

    PSUs, to the extent earned, are payable by delivery of one share of our common stock for each PSU earned, payable by March 15th following the end of the LTI Measurement Period. We measure performance over the twelve quarters starting in the fourth quarter of the year prior to grant and through the third quarter of the third year in order to timely settle the PSUs. The named executive officer generally must remain employed with us for the full performance period to earn the full PSU, also encouraging retention. 2023-2025 PSU Bonus Earned. In accordance with prior employment agreements, the PSU bonus for 2023 was provided as an award to Messrs. Kardis, Viswanathan and Thakkar in early 2023 under our equity compensation plan, with 50% based on our Economic Return and 50% based on our TSR performance for the LTI Measurement Period, relative to the Economic Return and TSR performance of the companies included in the iShares Mortgage Real Estate ETF for that period (October 2022 through September 2025) with the Relative Economic Return and TSR goals listed below. Mr. Macdowell and Ms. Sung did not receive this award because they were not executive officers of the Company when the grants were awarded in 2023. Relative Economic Return Goals (50% weighting) over LTI Measurement Period: The threshold goal for the 2023 PSU performance measurement period was -8.31%, determined as follows: the lesser of (i) the average weekly 2-year Treasury note rates plus 100 basis points during the performance measurement period and (ii) the 25th percentile performance of the iShares Mortgage Real Estate ETF constituents, which was -8.31% during the performance measurement period. The Company’s Relative Economic Return over the three-year performance measurement period was 12th among the companies included in the iShares Mortgage Real Estate ETF, placing the Company at the 63.3% percentile.

  32. Key Design Features and 2025 Actions

    Relative TSR Goals (50% weighting) over LTI Measurement Period: The threshold goal for the 2023 PSU performance measurement period was 5.33%, determined as follows: the lesser of (i) the average weekly 2-year Treasury note rates plus 100 basis points during the performance measurement period, which was 5.33% and (ii) the 25th percentile performance of the iShares Mortgage Real Estate ETF constituents, which was 7.12% during the performance measurement period. The Company’s Relative TSR over the three-year performance measurement period was 18th among the companies included in the iShares Mortgage Real Estate ETF, placing the Company at the 42.5% percentile.

  33. Key Design Features and 2025 Actions

    | Relative TSR Goals | | | Relative Economic Return | % of Target Earned | | Less than the threshold | 0% | | 50th percentile | 100% | | 75th percentile or above | 150% | | 100th percentile | 200% |

  34. Key Design Features and 2025 Actions

    | 2023 PSU Bonus Earned Amounts | | | | | 2023-2025 PSUs | 2023-2025 PSUs | | Name | Target (#) | Actual (#) | | Phillip J. Kardis II | 75,299 | 74,471 | | Subramaniam Viswanathan | 34,960 | 34,576 | | Dan Thakkar | 26,893 | 26,597 |

  35. Key Design Features and 2025 Actions

    Dividend Equivalents on RSUs and PSUs. Awards of RSUs and PSUs will accrue dividend equivalents (as additional stock units) as if the awards were outstanding shares of our common stock, but the dividend equivalents will be paid only if and to the extent the underlying award becomes earned and vested. Because we are a mortgage REIT, dividends are a key component of our total shareholder return. The compensation committee believes that allowing dividend equivalents to accrue on outstanding awards will further focus our named executive officers on achieving net income goals and returning earnings to our stockholders through dividends. Departure and Addition of Officers As previously disclosed, Mr. Thakkar ceased to serve as the Chief Credit & Risk Officer of the Company on April 2, 2025, and separated from employment with the Company on July 1, 2025. In connection with Mr. Thakkar’s departure, Mr. Thakkar received (i) the payments and benefits for a termination without cause provided under his Employment Agreement, subject to conditions provided therein, and (ii) reimbursement from the Company for Mr. Thakkar’s COBRA premium for an additional six-month period beyond the 12-month period provided for in his Employment Agreement, as more fully described in “Potential Payments upon Termination of Employment or Change in Control” below.

  36. Governance

    Governance Compensation Committee Oversight The compensation committee, comprised entirely of independent members of our board of directors, is responsible for establishing and implementing our executive compensation philosophy and for ensuring that the total compensation paid to our named executive officers and other executives is fair, competitive and motivates high performance. The terms of the Employment Agreements, and actions on compensation under such employment agreements, are under the primary direction of the compensation committee. Under our executive compensation philosophy, we provide compensation in the forms and at the levels that we believe will permit us to retain and motivate our existing executives and to attract new executives with the skills and attributes that we need. The compensation program reflected in the employment agreements is intended to provide appropriate and balanced incentives toward achieving our annual and long-term strategic objectives, to support a performance-oriented environment based on the attainment of goals and objectives intended to benefit our company and our stockholders, and to create an alignment of interests between our executives and our stockholders. The compensation program is designed to place a greater weight on rewarding the achievement of longer-term objectives and financial performance of the Company. Independent Compensation Consultant Used by the Compensation Committee The compensation committee engaged Frederic W. Cook & Co. (“FW Cook”) to advise the compensation committee on executive compensation design. As part of this assignment, FW Cook reviewed the executive compensation levels, mix and design at our peer companies (discussed below), modeled incentive compensation designs and advised the compensation committee on other competitive market practices more generally. FW Cook provides no other services to the Company. CEO and Management Have Limited Roles in Compensation Determinations The compensation committee is solely responsible for compensation decisions regarding our CEO, subject to ratification and confirmation by the independent members of our Board. When making compensation recommendations for named executive officers other than the CEO, the compensation committee expects to seek and consider the advice and counsel of the CEO, given his direct day-to-day working relationship with those executives. Taking this feedback into consideration, the compensation committee will engage in discussions and make final determinations related to compensation paid to the named executive officers, consistent with the requirements of each employment agreement. Use of Peer Group Data In 2022, the compensation committee engaged FW Cook to refresh our peer companies, which 17-company peer group has thereafter remained unchanged, for purposes of analyzing the competitiveness of our total direct compensation opportunities. Companies included in the peer group were evaluated based on their reasonableness in terms of size, business fit, and overlap in peer group networks (for example, companies naming us a peer in their own compensation benchmarking peer group). The compensation committee also considered the overall peer group sample in approving the 17-company group shown below with a desire to use a meaningful sample size against which Chimera was reasonably positioned in overall size. We use this peer group to review our compensation levels and mix against comparable companies to ensure we are competitive and delivering compensation in line with performance. As noted earlier, we use the iShares Mortgage Real Estate ETF Group when measuring our relative performance for purposes of our annual cash bonuses and PSU awards. That group provides a larger base for measuring relative performance and represents a group that we compete with for investor capital.

  37. Summary Compensation Table

    Summary Compensation Table The table below sets forth the aggregate compensation we paid or accrued with respect to the fiscal years ended December 31, 2025, 2024, and 2023, to our Chief Executive Officer, our Chief Financial Officer, our two other executive officers serving in their positions on December 31, 2025, and our former executive officer who separated from the Company on July 1, 2025.

  38. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($) (2) | Bonus ($) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Phillip J. Kardis II | 2025 | $900,000 | $0 | $3,890,781 | $1,356,180 | $21,000 | $6,167,961 | | President, Chief Executive Officer | 2024 | $850,000 | $0 | $2,617,466 | $3,302,163 | $20,700 | $6,790,329 | | and Director | 2023 | $850,000 | $0 | $2,670,453 | $2,606,625 | $19,800 | $6,146,878 | | Subramaniam Viswanathan | 2025 | $750,000 | $0 | $1,361,773 | $625,430 | $21,000 | $2,758,203 | | Chief Financial Officer | 2024 | $700,000 | $0 | $1,215,257 | $1,358,963 | $20,700 | $3,294,920 | | | 2023 | $700,000 | $0 | $1,239,851 | $1,004,625 | $19,800 | $2,964,276 | | Jack L. Macdowell, Jr. | 2025 | $750,000 | $0 | $1,472,926(6) | $625,430 | $21,000 | $2,869,356 | | Chief Investment Officer | 2024 | $60,484 | $69,672(7) | $0 | $0 | $0 | $130,156 | | Miyun Sung | 2025 | $450,000 | $0 | $632,252 | $294,320 | $21,000 | $1,397,572 | | Chief Legal Officer and Corporate | 2024 | $350,000 | $0 | $373,932 | $441,738 | $20,700 | $1,186,369 | | Secretary | 2023 | $50,705 | $94,384(8) | $0 | $0 | $0 | $145,089 | | Dan Thakkar | 2025 | $277,107 | $0 | $1,118,600 | $130,382 | $629,323 | $2,155,412 | | Former Chief Credit & Risk Officer | 2024 | $500,000 | $0 | $934,815 | $830,975 | $20,700 | $2,286,490 | | | 2023 | $500,000 | $0 | $1,088,067(9) | $669,750 | $19,800 | $2,277,617 |

  39. Summary Compensation Table

    | (1) All listed named executive officer positions are those held as of December 31, 2025, other than Mr. Thakkar who ceased to serve as the Chief Credit & Risk Officer of the Company on April 2, 2025, and separated from employment with the Company on July 1, 2025. |

  40. Summary Compensation Table

    | (2) The base salary amounts in this column represent actual base compensation paid or earned through the end of the applicable fiscal year. |

  41. Summary Compensation Table

    | (3) The amounts in this column represent the aggregate grant date fair value of the awards detailed under “Grants of Plan-Based Awards in 2025” in this Proxy Statement, which for 2025 were comprised of: |

  42. Summary Compensation Table

    | • | An RSU award for the 2025 Fixed LTI bonus, with a grant date fair value computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the applicable grant date (or next preceding trading day if the grant date was not a trading day) but excluding the effect of potential forfeitures; and | | • | PSUs awarded in early 2025 representing the LTI bonus for 2025, to be earned 50% based on the Company’s Relative Economic Return and 50% based on the Relative TSR performance for the period 2025-2027. 50% of the amount shown for 2025 represents the Relative Economic Return component of the LTI bonus and uses the grant date fair value computed in accordance with FASB ASC Topic 718 based on an assumed probable outcome of target performance by the Company. 50% of the amount shown for 2025 represents the relative TSR component of the LTI bonus and is calculated based on a Monte Carlo simulation fair value as of the grant date of $14.07 per share. The grant date fair value of the Relative Economic Return component of the LTI bonus for 2025 (measured at target) was as follows: Mr. Kardis: $1,919,826; Mr. Viswanathan: $671,939; Mr. Macdowell: $671,939; and Ms. Sung: $311,972. If these awards were valued based on assumed maximum (200%) performance, the grant date fair value would be as follows: Mr. Kardis: $3,839,652; Mr. Viswanathan: $1,343,878; Mr. Macdowell: $1,343,878; and Ms. Sung: $623,944. |

  43. Summary Compensation Table

    Actual payout amounts for PSUs will depend on performance results. See “Compensation Discussion and Analysis – Key Design Features and 2025 Actions” for additional information about the PSU bonus. See Note 15 (Equity Compensation, Employment Agreements and other Benefit Plans) to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed for the year ended December 31, 2025, for additional information on the assumptions used in the grant date fair value for our equity compensation awards.

  44. Summary Compensation Table

    | (4) For 2025, the amounts in this column represent the annual cash bonus earned for performance in 2025. See “Compensation Discussion and Analysis – Key Design Features and 2025 Actions” for additional information. | | (5) The amounts in this column for 2025 represent a total of $21,000 in matching contributions that were made by us with respect to each of the named executive officers that was employed by us for all of 2025 pursuant to our Section 401(k) plan. As noted earlier, Mr. Thakkar ceased to serve as the Chief Credit & Risk Officer of the Company on April 2, 2025, and separated from employment with the Company on July 1, 2025. The Company paid $541,817.71 in severance in 2025, made $16,200 in 401(k) matching contributions, and paid out $52,682 for Mr. Thakkar’s accrued vacation. In addition, the Company agreed to reimburse Mr. Thakkar for 100% of his COBRA premiums during the 18-month period following his separation. Mr. Thakkar sought reimbursement for $18,623.48, representing four months of COBRA premiums. See “Potential Payments upon Termination of Employment or Change in Control” for a description of the severance benefits that Mr. Thakkar is entitled to receive; those benefits that would become payable only in 2026 subject to his ongoing compliance with restrictive covenants were not included in the Summary Compensation Table above, in accordance with SEC rules. | | (6) For Mr. Macdowell, the $1,472,926 stock award includes the 7,900 RSUs granted to him in January 2025, as part of his compensation for 2024. | | (7) For Mr. Macdowell, represents the prorated 2024 annual bonus that he was entitled to but voluntarily waived. | | (8) For Ms. Sung, the $94,384 bonus represents her bonus for the 2023 calendar year, equal to the product of (i) the number of days during the period commencing on November 9, 2023, and ending on December 31, 2023, divided by 365, and (ii) $650,000, as set forth in her employment agreement, dated November 9, 2023. | | (9) For Mr. Thakkar, the $1,088,067 stock award includes the 8,068 RSUs granted to him on January 1, 2023, as part of his compensation for 2022. |

  45. Grants of Plan Based Awards in 2025

    Grants of Plan Based Awards in 2025 The following table summarizes certain information regarding all plan-based awards granted to the named executive officers during the year ended December 31, 2025.

  46. Grants of Plan Based Awards in 2025

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts under Equity Incentive Plan Awards (3) | | | | | | Name | Award Type (1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards (4) (#) | Grant Date Fair Value of Stock and Option Awards (5) | | Phillip J. Kardis II | Annual Cash | | | | | | | | | | | | Bonus | 1/1/2025 | $0 | $2,100,000 | $4,200,000 | | | | | | | | RSU | 1/1/2025 | | | | | | | 137,680 | $1,937,158 | | | PSU | 1/1/2025 | | | | 0 | 137,680 | 275,360 | | $1,953,623 | | Subramanian | Annual Cash | | | | | | | | | | | Viswanathan | Bonus | 1/1/2025 | $0 | $850,000 | $1,700,000 | | | | | | | | RSU | 1/1/2025 | | | | | | | 48,188 | $678,005 | | | PSU | 1/1/2025 | | | | 0 | 48,188 | 96,376 | | $683,768 | | Jack L. | Annual Cash | | | | | | | | | | | Macdowell, Jr. | Bonus | 1/1/2025 | $0 | $850,000 | $1,700,000 | | | | | | | | RSU | 1/1/2025 | | | | | | | 56,088(6) | $789,158 | | | PSU | 1/1/2025 | | | | 0 | 48,188 | 96,376 | | $683,768 | | Miyun Sung | Annual Cash | | | | | | | | | | | | Bonus | 1/1/2025 | $0 | $400,000 | $800,000 | | | | | | | | RSU | 1/1/2025 | | | | | | | 22,373 | $314,788 | | | PSU | 1/1/2025 | | | | 0 | 22,373 | 44,746 | | $317,464 | | Dan Thakkar | Annual Cash | | | | | | | | | | | | Bonus | 1/1/2025 | $0 | $600,000 | $1,200,000 | | | | | | | | RSU | 1/1/2025 | | | | | | | 39,583 | $556,933 | | | PSU | 1/1/2025 | | | | 0 | 39,583 | 79,166 | | $561,667 |

  47. Grants of Plan Based Awards in 2025

    | (1) Type of Award: |

  48. Grants of Plan Based Awards in 2025

    Annual Cash Bonus = annual cash bonus for 2025 RSU = Time-vesting RSU granted as the 2025 Fixed LTI Bonus PSU = Performance-vesting PSUs granted as the 2025-2027 LTI Bonus

  49. Grants of Plan Based Awards in 2025

    | (2) The 2025 cash bonus awards were earned based 35% on Relative ROE, 35% on Relative Economic Return and 30% on achievement of strategic goals by each named executive officer during the 2025 cash bonus measurement period. See “Compensation Discussion and Analysis – Key Design Features and 2025 Actions” for additional information on the 2025 goals and results. The actual amounts paid are included as 2025 compensation under the “Non-Equity Incentive Plan” column in the Summary Compensation Table. |

  50. Grants of Plan Based Awards in 2025

    | (3) The PSUs granted in 2025 represent the 2025 performance-based bonus opportunity and may be earned based 50% on our Relative Economic Return and 50% on our Relative TSR performance for 2025-2027. See “Compensation Discussion and Analysis – Key Design Features and 2025 Actions” for additional information. The number of target PSUs was determined based on the applicable LTI bonus dollar denominated amount divided by the average daily VWAP for the Company’s common stock for the 20 consecutive trading days ending on December 31, 2024. |

  51. Grants of Plan Based Awards in 2025

    | (4) The RSUs granted in 2025 represent the Fixed LTI bonus for 2025. The numbers of shares granted were based on the applicable dollar amount of the award for the specific named executive officer divided by the average daily VWAP for the Company’s common stock for the 20 consecutive trading days ending on December 31, 2024. Each of these awards vest in equal annual installments over three years following the grant date, subject to continued employment. |

  52. Grants of Plan Based Awards in 2025

    | (5) See footnote (3) under the Summary Compensation Table for information on how the grant date fair value for RSU and PSU grants made in 2025 are determined. |

  53. Grants of Plan Based Awards in 2025

    | (6) In addition to RSUs representing the Fixed LTI bonus for 2025, in January 2025, Mr. Macdowell received 7,900 RSUs ($114,754) attributable to the portion of 2024 during which he was employed by the Company. This amount is included in the number of RSUs shown in the table above. |

  54. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information about outstanding equity awards of our named executive officers as of December 31, 2025.

  55. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Stock Awards | | | | | | | | | Name | Award Type | Grant Date | Approval Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Phillip J. Kardis II | RSU | 1/17/2024(4) | 1/10/2024 | 37,623 | $467,654 | | | | | PSU | 1/17/2024(5) | 1/10/2024 | | | 109,585 | $1,362,146 | | | RSU | 1/1/2025(6) | 12/17/2024 | 102,968 | $1,279,889 | | | | | PSU | 1/1/2025(7) | 12/17/2024 | | | 308,902 | $3,839,652 | | Subramaniam Viswanathan | RSU | 1/17/2024(4) | 1/10/2024 | 17,468 | $217,127 | | | | | PSU | 1/17/2024(5) | 1/10/2024 | | | 50,879 | $632,428 | | | RSU | 1/1/2025(6) | 12/17/2024 | 36,039 | $447,969 | | | | | PSU | 1/1/2025(7) | 12/17/2024 | | | 108,116 | $1,343,878 | | Jack L. Macdowell, Jr | RSU | 1/1/2025(6) | 12/17/2024 | 41,947 | $521,398 | | | | | PSU | 1/1/2025(7) | 12/17/2024 | | | 108,116 | $1,343,878 | | Miyun Sung | RSU | 1/17/2024(4) | 1/10/2024 | 5,375 | $66,811 | | | | | PSU | 1/17/2024(5) | 1/10/2024 | | | 15,655 | $194,597 | | | RSU | 1/1/2025(6) | 12/17/2024 | 16,733 | $207,990 | | | | | PSU | 1/1/2025(7) | 12/17/2024 | | | 50,197 | $623,944 | | Dan Thakkar | PSU | 1/17/2024(5) | 1/10/2024 | | | 39,138 | $486,848 | | | PSU | 1/1/2025(7) | 12/17/2024 | | | 88,809 | $1,103,900 |

  56. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Includes associated dividend equivalent rights (“DERs”). | | (2) Reflects fair value of unvested awards using December 31, 2025, closing price of our common stock of $12.43 per share. |

  57. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) The number of PSUs shown in the table assumes 100% target payout for the 2024 grants and 200% target payout for the 2025 grants. |

  58. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Reflects RSU awards, together with DERs. 1/3 of the original RSU award vested on December 31, 2024, 1/3 vested on December 31, 2025, and the remaining 1/3 will vest on December 31, 2026, subject to continued employment and in each case together with the associated DERs. The amount shown in the table reflects the unvested award as of December 31, 2025, together with associated DERs. The share numbers have been adjusted to reflect a 1-for-3 reverse stock split that became effective following the close of business on May 21, 2024. | | (5) Reflects PSU awards, together with DERs, which awards are performance vesting based on Relative Economic Return and Relative TSR over the three-year performance period beginning with the year of grant. The awards will cliff vest on December 31, 2026, subject to satisfaction of performance conditions and continued employment. The share numbers have been adjusted to reflect a 1-for-3 reverse stock split that became effective following the close of business on May 21, 2024. | | (6) Reflects RSU awards, together with DERs. 1/3 of the original RSU award vested on December 31, 2025, 1/3 will vest on December 31, 2026, and the remaining 1/3 will vest on December 31, 2027, subject to continued employment and in each case together with the associated DERs. The amount shown in the table reflects the unvested award as of December 31, 2025, together with associated DERs. | | (7) Reflects PSU awards, together with DERs, which awards are performance vesting based on Relative Economic Return and Relative TSR over the three-year performance period beginning with the year of grant. The awards will cliff vest on December 31, 2027, subject to satisfaction of performance conditions and continued employment. |

  59. Stock Vested in 2025

    Stock Vested in 2025 The following table sets forth certain information with respect to our named executive officers regarding stock vested during the year ended December 31, 2025.

  60. Pension Benefits

    Pension Benefits Our named executive officers received no benefits in 2025 from us under defined pension plans. Our only retirement plan in which the named executive officers were eligible to participate is the 401(k) Plan.

  61. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The compensation committee previously established our Stock Award Deferral Program. The Stock Award Deferral Program consisted of two distinct non-qualified deferred compensation plans within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended: one for non-employee directors (the “Director Plan”) and one for certain executive officers (the “Executive Officer Plan”). Under the Stock Award Deferral Program, non-employee directors and certain executive officers could elect to defer payment of certain stock awards made pursuant to our equity incentive plan. Deferred awards are treated as deferred stock units and paid at the earlier of separation from service or a date elected by the participant who is separating. Payments are generally made in a lump sum or, if elected by the participant, in five annual installments. Deferred awards receive dividend equivalents during the deferral period in the form of additional deferred stock units. Amounts are paid at the end of the deferral period by delivery of shares from our equity incentive plan (plus cash for any fractional deferred stock units), less any applicable tax withholdings. Deferral elections do not alter any vesting requirements applicable to the underlying stock award. On November 5, 2024, the compensation committee took action to terminate the Executive Officer Plan and suspend new deferral elections under the Director Plan. The Executive Officer Plan liquidated on November 30, 2025, and all amounts outstanding under the Executive Officer Plan on the liquidation date were paid at that time in accordance with applicable tax rules. All deferrals previously made under the Director Plan will remain outstanding, and all deferrals pursuant to prior elections made by directors will be paid on the originally scheduled payment dates. The following table shows the contributions, earnings, distributions, and year-end account values for each named executive officer under the Stock Award Deferral Program for the fiscal year ended December 31, 2025.

  62. Nonqualified Deferred Compensation

    | Name | Executive Contributions ($)(1) | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Withdrawals/ Distributions ($) | Balance at December 31, 2025 ($)(1) | | Phillip J. Kardis II | 288,269 | - | (247,384) | 2,484,728 | 0 | | Subramaniam Viswanathan | 55,314 | - | (82,419) | 843,098 | 0 | | Jack L. Macdowell, Jr. | - | - | - | - | - | | Miyun Sung | - | - | 1,335 | 58,508 | 0 | | Dan Thakkar(2) | 47,477 | - | (20,980) | 512,431 | 0 |

  63. Nonqualified Deferred Compensation

    | (1) “Executive Contributions” reflect shares underlying equity awards that were granted in prior years but became vested in 2025 and deferred under the Stock Award Deferral Program. For each individual who served as an NEO in the year of grant, the grant was reflected in the Stock Awards column of the Summary Compensation Table for the applicable year. | | (2) Mr. Thakkar ceased to serve as the Chief Credit & Risk Officer of the Company on April 2, 2025, and separated from employment with the Company on July 1, 2025, and his deferred awards were delivered in connection with his separation. |

  64. Potential Payments upon Termination of Employment or Change in Control (CIC)

    Potential Payments upon Termination of Employment or Change in Control (CIC) The tables below show certain potential payments that would have been made to the named executive officers employed by the Company and subject to the Employment Agreements assuming such person’s employment had terminated at the close of business on December 31, 2025, under various scenarios, including a Change in Control. The table assumes that neither the Company nor any of the named executive officers gave notice of its or his intention not to renew the executive’s Employment Agreement with the Company for 2025. The tables include only the value of the incremental amounts payable to the named executive officer arising from the applicable scenario and do not include the value of vested or earned, but unpaid, amounts owed to the applicable named executive officer as of December 31, 2025 (including, for example, any annual bonus earned but not yet paid as of such date, dividend equivalents relating to dividends declared but not paid as of such date, vested but unsettled RSUs or PSUs, and employer 401(k) matches that will be paid to the applicable named executive officer upon separation of service). The footnotes to the tables describe the assumptions used in estimating the amounts shown in the tables. As used below, the terms “Target Cash Bonus,” “Annual Cash Bonus,” “Cause,” “Change in Control,” “Disability,” “Good Reason,” “RSUs” and “PSUs” shall have the respective meanings set forth in the applicable Employment Agreement, each of which has been filed with the SEC, or award agreement(s), forms of which have been filed with the SEC. Please refer to our annual report on Form 10-K filed with the SEC on February 18, 2026 for links to copies of the employment agreements for each of the named executive officers. Because the payments to be made to a named executive officer depend on several factors, the actual amounts to be paid out upon a named executive officer’s termination of employment can only be determined at the time of the executive’s separation from the Company. As noted earlier, Mr. Thakkar ceased to serve as the Chief Credit & Risk Officer of the Company on April 2, 2025, and separated from employment with the Company on July 1, 2025. In accordance with the terms of his employment agreement, Mr. Thakkar was entitled to receive: (i) $52,682 in accrued vacation, (ii) a severance amount of $1,300,363, paid in installments over 12 months, representing 1.0 times the sum of (a) his base salary and (b) the greater of (x) his Target Cash Bonus or (y) his average Annual Cash Bonus awarded for the three most recent calendar years, (iii) immediate vesting of time vesting RSUs, (iv) continued vesting on outstanding PSUs (subject to the achievement of performance conditions at the end of the applicable performance period), (v) a pro-rata portion of the Annual Cash Bonus he would have earned for the year of termination based on the achievement of actual Company performance metrics (Relative ROE and Relative Economic Return), with strategic performance goals treated as having been attained at target, payable at the same time as Annual Cash Bonuses are paid generally, and (vi) reimbursement from the Company for Mr. Thakkar’s COBRA premiums for an additional six-month period beyond the 12-month period provided for in his Employment Agreement (for a total of 18 months). All of the amounts described above (other than the accrued vacation) were subject to Mr. Thakkar’s execution of a release of claims, and his ongoing compliance with applicable restrictive covenants, which include confidentiality, non-disparagement, and 12-month non-compete and non-solicitation restrictions. Potential Payments upon Termination of Employment/CIC: Phillip J. Kardis II:

  65. Potential Payments upon Termination of Employment or Change in Control (CIC)

    | Incremental Benefits due to Termination Event | Death (a) | Disability (a) | Termination Without Cause/Resignation for Good Reason (b) | Termination For Cause/Voluntary Resignation | Change in Control Termination (c) | Retirement (d) | | Severance | - | - | $3,321,656 | - | $6,643,312 | - | | Value of Accelerated Equity Awards | $1,747,542 | $1,747,542 | $1,747,542 | - | $1,747,542 | $1,747,542 | | Value of Continued Equity Awards | $3,281,972 | $3,281,972 | $3,281,972 | - | $3,281,972 | $3,281,972 | | Other Benefits | $82,162 | $82,162 | $54,775 | - | $82,162 | - | | Total Value of Incremental Benefits | $5,111,677 | $5,111,677 | $8,405,945 | - | $11,754,989 | $5,029,515 |

  66. Potential Payments upon Termination of Employment or Change in Control (CIC)

    Potential Payments upon Termination of Employment/CIC: Subramaniam Viswanathan:

  67. Potential Payments upon Termination of Employment or Change in Control (CIC)

    | Incremental Benefits due to Termination Event | Death (a) | Disability (a) | Termination Without Cause/Resignation for Good Reason (b) | Termination For Cause/Voluntary Resignation | Change in Control Termination (c) | Retirement (d) | | Severance | - | - | $1,746,339 | - | $3,492,678 | - | | Value of Accelerated Equity Awards | $665,095 | $665,095 | $665,095 | - | $665,095 | - | | Value of Continued Equity Awards | $1,304,367 | $1,304,367 | $1,304,367 | - | $1,304,367 | - | | Other Benefits | $82,162 | $82,162 | $54,775 | - | $82,162 | - | | Total Value of Incremental Benefits | $2,051,625 | $2,051,625 | $3,770,576 | - | $5,544,303 | - |

  68. Potential Payments upon Termination of Employment or Change in Control (CIC)

    Potential Payments upon Termination of Employment/CIC: Jack L. Macdowell, Jr.:

  69. Potential Payments upon Termination of Employment or Change in Control (CIC)

    | Incremental Benefits due to Termination Event | Death (a) | Disability (a) | Termination Without Cause/Resignation for Good Reason (b) | Termination For Cause/Voluntary Resignation | Change in Control Termination (c) | Retirement (d) | | Severance | - | - | $1,375,430 | - | $2,750,860 | - | | Value of Accelerated Equity Awards | $521,399 | $521,399 | $521,399 | - | $521,399 | - | | Value of Continued Equity Awards | $671,939 | $671,939 | $671,939 | - | $671,939 | - | | Other Benefits | $82,162 | $82,162 | $54,775 | - | $82,162 | - | | Total Value of Incremental Benefits | $1,275,500 | $1,275,500 | $2,623,542 | - | $4,026,360 | - |

  70. Potential Payments upon Termination of Employment or Change in Control (CIC)

    Potential Payments upon Termination of Employment/CIC: Miyun Sung:

  71. Potential Payments upon Termination of Employment or Change in Control (CIC)

    | Incremental Benefits due to Termination Event | Death (a) | Disability (a) | Termination Without Cause/Resignation for Good Reason (b) | Termination For Cause/Voluntary Resignation | Change in Control Termination (c) | Retirement (d) | | Severance | - | - | $818,029 | - | $1,636,058 | - | | Value of Accelerated Equity Awards | $274,801 | $274,801 | $274,801 | - | $274,801 | - | | Value of Continued Equity Awards | $506,568 | $506,568 | $506,568 | - | $506,568 | - | | Other Benefits | $26,966 | $26,966 | $17,977 | - | $26,966 | - | | Total Value of Incremental Benefits | $808,335 | $808,335 | $1,617,375 | - | $2,444,393 | - |

  72. Potential Payments upon Termination of Employment or Change in Control (CIC)

    *For purposes of these tables, calculations of “Value of Accelerated Equity Awards” are based on $12.43 per share, the closing price of our common stock on December 31, 2025. For purposes of these tables, we have assumed that the target performance metrics with respect to the PSUs have been achieved, but not including dividend equivalent rights. In the event of Termination Without Cause/Resignation for Good Reason, or in the event of death or disability, unvested PSUs will continue to vest in accordance with their terms (subject to performance) as though such termination of service had not occurred.

  73. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio As required by applicable law, we determined that the 2025 total compensation of Phillip J. Kardis II, our Chief Executive Officer, of $6,167,961, as shown in the Summary Compensation Table above (the “CEO Compensation”), was approximately 24.7 times the total compensation of a median employee in 2025 of $250,000. We identified the median employee using the annual base salary and expected bonus, as of December 31, 2025, plus any incentive stock awards granted in 2025 for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2025. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO Compensation. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, may not be comparable to our CEO pay ratio.

  74. Pay versus Performance

    Pay versus Performance As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  75. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | Net Income (thousands)(7) | ROE(8) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $6,167,961 | | $6,196,128 | | $1,836,109 | $1,834,729 | 72 | 109 | $230,499 | 3.9% | | 2024 | $6,790,329 | | $6,882,085 | | $1,430,280 | $1,376,965 | 72 | 96 | $176,065 | 23.6% | | 2023 | $6,146,878 | | $6,076,344 | | $3,537,948 | $3,628,018 | 70 | 97 | $126,104 | 13.2% | | 2022(9) | Marria | Kardis | Marria | Kardis | $4,041,414 | $2,587,076 | 68 | 84 | $(513,066) | 15.0% | | | $7,481,461 | $5,944,178 | $4,858,627 | $3,687,845 | | | | | | | | 2021(10) | $11,976,596 | | $16,003,134 | | $6,517,304 | $8,035,188 | 161 | 116 | $674,519 | 17.7% |

  76. Pay versus Performance

    | (1) The dollar amounts reported in column (b) are (i) for 2025, the amounts of total compensation reported for Mr. Kardis (our Chief Executive Officer), (ii) for 2024, the amounts of total compensation reported for Mr. Kardis (our Chief Executive Officer), (iii) for 2023, the amounts of total compensation reported for Mr. Kardis (our Chief Executive Officer), (iv) for 2022, the amounts of total compensation reported for Mr. Marria (our former Chief Executive Officer until December 10, 2022) and the amounts of total compensation reported for Mr. Kardis (our Chief Executive Officer), and (v) for 2021, the amounts of total compensation reported for Mr. Marria (our former Chief Executive Officer until December 10, 2022, and together with Mr. Kardis, the “PEOs”) and in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  77. Pay versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to the relevant PEO during the applicable year as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the relevant PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to the relevant PEO’s total compensation for each year to determine the compensation actually paid: |

  78. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | | Minus Reported Value of Equity Awards(a) | | Plus Equity Award Adjustments(b) | | Compensation Actually Paid to PEO | | | 2025 | $6,167,961 | | $3,890,781 | | $3,918,948 | | $6,196,128 | | | 2024 | $6,790,329 | | $2,617,466 | | $2,709,222 | | $6,882,085 | | | 2023 | $6,146,878 | | $2,670,453 | | $2,599,919 | | $6,076,344 | | | 2022 | Marria $7,481,461 | Kardis $5,944,178 | Marria $1,478,127 | Kardis $1,463,378 | Marria $(1,144,708) | Kardis $(792,955) | Marria $4,858,627 | Kardis $3,687,845 | | 2021 | $11,976,596 | | $6,583,196 | | $10,609,734 | | $16,003,134 | |

  79. Pay versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  80. Pay versus Performance

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  81. Pay versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested at End of the Year | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | Total Equity Award Adjustments | | | 2025 | $3,199,715 | | $65,810 | | $705,321 | | $(51,898) | | - | | - | | $3,918,948 | | | 2024 | $2,290,712 | | $93,168 | | $450,284 | | $(124,942) | | - | | - | | $2,709,222 | | | 2023 | $2,087,683 | | $65,259 | | $417,537 | | $29,440 | | - | | - | | $2,599,919 | | | 2022 | Marria $239,811 | Kardis $237,418 | Marria $(1,369,241) | Kardis $(1,006,065) | Marria - | Kardis - | Marria $(15,278) | Kardis $(24,309) | Marria - | Kardis - | Marria - | Kardis - | Marria $(1,144,708) | Kardis $(792,955) | | 2021 | $9,677,612 | | $824,805 | | - | | $107,317 | | - | | - | | $10,609,734 | |

  82. Pay versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the relevant PEO for the applicable year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the relevant PEO for the applicable year) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Viswanathan, Macdowell, Thakkar and Ms. Sung; (ii) for 2024, Messrs. Viswanathan, Macdowell, Thakkar and Choudhary Yarlagadda and Ms. Sung; (iii) for 2023, Messrs. Yarlagadda, Viswanathan and Thakkar and Ms. Sung; (iv) for 2022, Messrs. Viswanathan, Yarlagadda and Thakkar; and (v) for 2021, Messrs. Viswanathan, Yarlagadda and Kardis. |

  83. Pay versus Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the relevant PEO for the applicable year), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the relevant PEO for the applicable year) during the applicable year. In accordance with SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding the relevant PEO for the applicable year) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  84. Pay versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Minus Average Reported Value of Equity Awards | Plus Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,836,109 | $917,110 | $915,731 | $1,834,729 | | 2024 | $1,430,280 | $504,801 | $451,486 | $1,376,965 | | 2023 | $3,537,948 | $1,538,956 | $1,629,026 | $3,628,018 | | 2022 | $4,041,414 | $954,881 | $(499,458) | $2,587,076 | | 2021 | $6,517,304 | $2,510,013 | $4,027,897 | $8,035,188 |

  85. Pay versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  86. Pay versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at End of the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $676,892 | $7,114 | $247,081 | $(15,357) | - | - | $915,731 | | 2024 | $441,228 | $5,942 | $86,840 | $(82,524) | - | - | $451,486 | | 2023 | $1,212,843 | $141,584 | $233,621 | $40,978 | - | - | $1,629,026 | | 2022 | $154,920 | $(645,784) | - | $(8,594) | - | - | $(499,458) | | 2021 | $3,361,188 | $590,377 | - | $76,332 | - | - | $4,027,897 |

  87. Pay versus Performance

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: iShares Mortgage Real Estate ETF. | | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | | (8) These are the same amounts as used for the ROE bonus under the Employment Agreements. See Appendix I for additional information on the calculation of ROE in relation to GAAP reported results. | | (9) For 2022, we had two CEOs. The first column shows 2022 amounts for Mr. Marria, who served as CEO until December 10, 2022, and the second column shows 2022 amounts for Mr. Kardis, who serves as our CEO since December 10, 2022. | | (10) For 2021, amounts shown are for Mr. Marria, our CEO for 2021. |

  88. Pay versus Performance

    Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. For the most recently completed fiscal year, the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs to the Company’s performance are as follows:

  89. Pay versus Performance

    | • | Relative ROE |

  90. Pay versus Performance

    | • | Relative TSR |

  91. Pay versus Performance

    | • | Relative Economic Return |

  92. Pay versus Performance

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and ROE As demonstrated by the following graph, the amount of compensation actually paid to the relevant PEO for the applicable year and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding the relevant PEO for the applicable year) is aligned with the Company’s ROE over the five years presented in the table. Compensation Actually Paid and TSR As demonstrated by the following graph, the amount of compensation actually paid to the relevant PEO for the applicable year and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding the relevant PEO for the applicable year) is aligned with the Company’s TSR over the five years presented in the table. Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to the relevant PEO for the applicable year and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding the relevant PEO for the applicable year) is generally aligned with the Company’s net income over the five years presented in the table.

  93. Pay versus Performance

    | EQUITY COMPENSATION PLAN INFORMATION |

  94. Pay versus Performance

    On June 14, 2023, the Board recommended and shareholders approved the Chimera Investment Corporation 2023 Equity Incentive Plan (the “EIP”). We adopted the EIP to provide incentives to our independent directors, employees, and other service providers to stimulate their efforts toward our continued success, long-term growth, and profitability and to attract, reward and retain personnel. On September 19, 2025, our compensation committee approved the Chimera Investment Corporation 2025 Inducement Award Plan (the “Inducement Award Plan”) in connection with our acquisition of HomeXpress. The following table provides information as of December 31, 2025 concerning shares of our common stock authorized for issuance under our existing equity incentive plan. The total share numbers reflect a 1-for-3 reverse stock split that became effective following the close of business on May 21, 2024.

  95. Pay versus Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2) | | Equity Compensation Plans Approved by Stockholders | 2,360,452 | — | 4,023,572 | | Equity Compensation Plans Not Approved by Stockholders (3) | 528,318 | — | 11,682 | | Total | 2,888,770 | | 4,035,254 |

  96. Pay versus Performance

    | (1) Includes unvested RSUs and PSUs and related dividends. | | (2) Available shares are reduced by the items outstanding in column 1 plus shares previously vested and issued net of units withheld to cover tax withholding requirements. | | (3) These awards were issued under the Company’s Inducement Award Plan, adopted by the Company in connection with its acquisition of HomeXpress. The plan reserves up to 540,000 shares of our common stock for the grant of inducement options, stock appreciation rights, restricted stock, dividend equivalent rights, and other share-based awards. On September 19, 2025, the compensation committee approved inducement grants representing a total of 533,391 RSUs, effective October 1, 2025, which were granted to approximately 300 individuals offered employment with the Company in connection with our acquisition of HomeXpress. In accordance with NYSE Rule 303A.08, the grants were made exclusively to individuals who were employed by HomeXpress as a material inducement to such individual’s continued service following Chimera’s acquisition of HomeXpress, which closed on October 1, 2025. |

  97. Pay versus Performance

    | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |

  98. Pay versus Performance

    Our compensation committee is comprised solely of the following independent directors: Mr. Creagh (chair), Mr. Chavers and Ms. Still. None of these directors is serving or has served as an officer or employee of us or any affiliate or has any other business relationship or affiliation with us, except his or her service as a director. No member of the compensation committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K. During 2025, none of our executive officers served on the compensation committee (or other committee serving an equivalent function) of another entity whose executive officers served on the compensation committee or Board.

  99. Pay versus Performance

    | COMPENSATION OF DIRECTORS |

  100. Amount and Form of Director Compensation

    Amount and Form of Director Compensation Based upon the recommendations of FW Cook, among other things, and our compensation committee’s review of FW Cook’s analysis, our compensation committee recommended to our Board of Directors, and our Board of Directors approved, the following annual compensation arrangements offered to our independent directors for the 2025-2026 director service year beginning June 1, 2025 for directors serving on the Board at the conclusion of the 2025 annual meeting of stockholders, which have not changed from the 2024-2025 director service year:

  101. Amount and Form of Director Compensation

    | Annual cash retainer (paid quarterly) | $100,000 | | Annual stock award amount (RSUs with 1-year vesting) | $130,000 | | Annual cash fee for Board Chairperson | $120,000 | | Annual cash fee for Audit Committee Chairperson | $50,000 | | Annual cash fee for Compensation Committee Chairperson and Risk Chairperson | $25,000 | | Annual cash fee for Nominating and Corporate Governance Committee Chairperson | $25,000 | | Annual cash fee for Committee Membership (other than Committee Chair) | $10,000 |

  102. Amount and Form of Director Compensation

    Directors receive a grant of RSUs equal in value to the annual stock award amount on the date of the annual meeting of stockholders for that year. The RSUs accrue dividend equivalent rights and vest on the earlier of (i) the one-year anniversary of the grant date and (ii) the following year’s annual meeting date, unless the director’s service terminates prior to such date in which case the RSUs vest pro rata on such date based on the number of days the director served as director during the director service year. Previously, we established a Stock Award Deferral Program, comprised of the Executive Officer Plan and the Director Plan, as described above under “Nonqualified Deferred Compensation.” Under this program, our directors could elect to defer payment of stock awards until termination of their directorship or an earlier specified date. Amounts deferred are tracked as DSUs, continue to receive dividend equivalents, and are paid in actual shares. The compensation committee felt that this program encourages directors’ long-term retention of stock awards earned under our director compensation program. On November 5, 2024, the compensation committee took action to suspend new deferral elections under the Director Plan. All deferrals previously made under the Director Plan will remain outstanding, and all deferrals pursuant to prior elections made by directors will be paid on the originally scheduled payment dates.

  103. 2025 Director Compensation

    2025 Director Compensation The table below summarizes the compensation paid by us to our independent directors for the year ended December 31, 2025.

  104. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total($) | | Gerard Creagh | $265,000 | $134,718 | $399,718 | | Brian P. Reilly | $160,000 | $134,718 | $294,718 | | Debra W. Still | $135,000 | $134,718 | $269,718 | | Kevin G. Chavers | $127,500 | $134,718 | $262,218 | | Susan Mills | $120,000 | $134,718 | $254,718 | | Cynthia B. Walsh | $69,166 | $134,718 | $203,884 | | Sandra Bell(3) | $48,214 | - | $48,214 |

  105. 2025 Director Compensation

    | (1) Stock Awards includes an RSU Award on June 10, 2025, for the director service year ending on the date of the Annual Meeting. |

  106. 2025 Director Compensation

    | (2) For amounts under the column “Stock Awards,” we disclose the grant date fair value for the RSU award measured in dollars based on the closing price of our common stock on the applicable grant date (or next preceding trading day if the grant date was not a trading day) but excluding the effect of potential forfeitures, calculated in accordance with FASB ASC Topic 718 – Compensation – Stock Compensation. |

  107. 2025 Director Compensation

    | See Note 15 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed for the year ended December 31, 2025, for additional information on the assumptions used in the grant date fair value for our equity compensation awards. The aggregate number of unvested stock awards outstanding as of December 31, 2025 for each director was 9,685. |

  108. 2025 Director Compensation

    | (3) Ms. Bell resigned from the Board effective April 9, 2025. |

  109. 2025 Director Compensation

    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |