Item 5.02 |
Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2022, Chimera Investment Corporation (the “Company”) announced various leadership changes, as discussed below in this Current Report on Form 8-K.
Departure of Mohit Marria as Chief Executive Officer, Chief Investment Officer and Director
On December 10, 2022, it was determined that Mr. Marria will separate from employment with the Company as the Company’s Chief Executive Officer (“CEO”) and Chief Investment Officer (“CIO”), effective December 10, 2022. Additionally, Mr. Marria resigned from the Company’s Board of Directors (the “Board”), effective December 10, 2022. In connection with Mr. Marria’s departure, Mr. Marria is expected to receive the severance payments and benefits provided under his employment agreement with the Company, effective January 1, 2019, as previously filed with the Securities and Exchange Commission (the “SEC”), for a termination without cause, subject to his execution and non-revocation of a release of claims and compliance with post-termination restrictive covenants.
Mr. Marria’s separation was not a result of any disagreement with the Company on any matter relating to its operations, policies, or practices, or to any issues regarding its accounting policies or practices.
Appointment of Phillip J. Kardis II as Chief Executive Officer and Election to the Board of Directors
On December 10, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board appointed Phillip J. Kardis II, who currently serves as the Company’s Chief Legal Officer (“CLO”) and Secretary, to serve as CEO, effective December 10, 2022. In connection with the appointment, Mr. Kardis concurrently resigned from his roles as CLO and Secretary.
Upon the recommendation of the Nominating Committee, the Board has also elected Mr. Kardis to the Board as a Class III director, effective December 10, 2022, to serve until the 2023 annual meeting of shareholders and until his successor is elected and qualifies.
Mr. Kardis, 61, has served as the Company’s CLO since September 2015. Prior to becoming CLO, 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 two Bachelor’s Degrees from George Washington University, Washington, D.C., a Master’s Degree from George Washington University, a Master’s Degree from George Mason University, Fairfax, Virginia, and a JD from the Georgetown University Law Center, Washington, D.C. The Board believes Mr. Kardis is qualified to serve as a director based on his proven leadership and long tenure with the Company, his years of experience in the industry and the unique perspective he provides having worked in a variety of roles both within and as a trusted outside adviser to mortgage REITs.
Mr. Kardis will continue to receive the compensation and benefits described in his existing employment agreement with the Company, effective January 1, 2019, as previously filed with the SEC. Mr. Kardis has entered into the Company’s standard indemnification agreement, a copy of which is filed as Exhibit 10.6 to the Company’s Report on Form 10-Q filed on November 5, 2015. There are no other arrangements or understandings between Mr. Kardis and any other person pursuant to which he was appointed as the Company’s CEO and to the Board. There are also no family relationships between Mr. Kardis and any of the Company’s directors or executive officers and Mr. Kardis does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.