Equity Compensation, Employment Agreements and other Benefit Plans |
6 Months Ended |
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Jun. 30, 2026 | |
| Compensation Related Costs [Abstract] | |
| Equity Compensation, Employment Agreements and other Benefit Plans | Equity Compensation, Employment Agreements and other Benefit Plans On June 14, 2023, the Board of Directors recommended and shareholders approved the 2023 Plan. It authorized the issuance of up to 6,666,667 shares of our common stock for the grant of awards under the 2023 Plan. The 2023 Plan replaced our Prior Plan, and no new awards will be granted under the Prior Plan. Any awards outstanding under the Prior Plan will remain subject to and be paid under the Prior Plan. Any shares subject to outstanding awards under the Prior Plan that expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the 2023 Plan. Also, shares withheld for tax withholding requirements after stockholder approval of the 2023 Plan for full value awards originally granted under the Prior Plan (such as the RSUs and PSUs awarded to our named executive officers) will automatically become available for issuance under the 2023 Plan. As of June 30, 2026, approximately 3 million shares were available for future grants under the 2023 Plan. Awards under the 2023 Plan may include stock options, stock appreciation rights, restricted stock, DERs and other share-based awards (including RSUs). Under the 2023 Plan, any of these awards may be performance awards that are conditioned on the attainment of performance goals. In addition, in connection with the HomeXpress Acquisition, the Compensation Committee adopted the 2025 Inducement Award Plan, pursuant to which the Company reserved 540,000 shares of Chimera’s common stock, $0.01 par value per share for issuance under the 2025 Inducement Award Plan solely to individuals who were not previously employees of Chimera or any subsidiary of Chimera (or who are returning to employment following a bona fide period of interruption of employment with Chimera), in accordance with NYSE Listed Company Manual Rule 303A.08. The 2025 Inducement Award Plan was approved by the Compensation Committee without shareholder approval pursuant to NYSE Listed Company Manual Rule 303A.08. The Compensation Committee also adopted a form of restricted stock unit award agreement for use with the 2025 Inducement Award Plan. The Company issued restricted stock units to certain employees of HomeXpress as a material inducement for such employees to continue their employment with HomeXpress following the completion of the HomeXpress Acquisition. Effective April 1, 2026, the Company amended the settlement provisions applicable to DERs issued under its 2025 Inducement Award Plan to permit settlement in cash, shares of the Company's common stock or a combination thereof, at the Company's discretion. The Compensation Committee of the Board of Directors of the Company had previously approved a Stock Award Deferral Program, or the Deferral Program. The Deferral Program consisted of two distinct non-qualified deferred compensation plans within the meaning of Section 409A of the Code, as amended, one for non-employee directors (the “Director Plan”) and one for certain executive officers (the “Executive Officer Plan”). Under the Deferral Program, non-employee directors and certain executive officers could elect to defer payment of certain stock awards made pursuant to the 2023 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 the 2023 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 of the Board of Directors of the Company irrevocably terminated the Executive Officer Plan and suspended new deferral elections under the Director Plan. The Executive Officer Plan was liquidated as of 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. At both June 30, 2026 and December 31, 2025, there are approximately 92 thousand shares for which payments have been deferred until separation or a date elected by the participant. At June 30, 2026 and December 31, 2025, there are approximately 310 thousand and 269 thousand DERs earned but not yet delivered, respectively. Grants of Restricted Stock Units (“RSUs”) During the quarters and six months ended June 30, 2026 and 2025, the Company granted RSU awards under the 2023 Plan to senior management, employees and directors. These RSU awards are designed to reward senior management, employees of the Company and directors for services provided to the Company. Generally, the RSU awards vest equally over a three-year period and will fully vest after three years. Under the 2023 Plan, the service period for employees who are retirement eligible, defined as years of service to the Company plus age that is equal to or greater than 65, is considered to be fulfilled and all grants are expensed immediately. For senior management who are retirement eligible, defined as having attained age 55 and the sum of his or her age plus his or her years of service is equal or greater than 65, the service period is considered to be fulfilled and all grants are expensed immediately. The RSU awards are valued at the market price of our common stock on the grant date and generally the employees must be employed by the Company on the vesting dates to receive the RSU awards. The Company granted 83 thousand and 522 thousand RSU awards during quarter and six months ended June 30, 2026 with a grant date fair value of $1 million and $7 million which include stock grants to Chimera employees and two HomeXpress employees who did not receive awards under the 2025 Inducement Award Plan for the 2026 performance year. The Company granted 58 thousand and 362 thousand RSU awards during the quarter and six months ended June 30, 2025 with a grant date fair value of $1 million and $5 million for the 2025 performance year, respectively. In connection with the HomeXpress Acquisition, the Company issued restricted stock units under the 2025 Inducement Award Plan to certain employees of HomeXpress as a material inducement for such employees to continue their employment with HomeXpress following the completion of the HomeXpress Acquisition. In connection with this transaction, stock-based compensation expense of $7 million will be recognized on a straight-line basis over the three-year vesting period. Following the amendment of the settlement provisions applicable to awards made under the 2025 Inducement Award Plan effective April 1, 2026, the Company evaluated the amended terms under ASC 718 and concluded that the DERs are liability-classified awards. Accordingly, the Company reclassified the outstanding DERs from equity to liabilities on the modification date and will subsequently remeasure the liability at fair value each reporting period until settlement. The amendment did not affect the accounting for the underlying restricted stock units, which continue to be classified as equity awards. The Company recognized $58 thousand of stock compensation expense related to DERs issued during the quarter. Grants of Performance Share Units (“PSUs”) PSU awards made under the 2023 Plan are designed to align compensation with the Company’s future performance. The PSU awards granted during the six months ended June 30, 2026 include a three-year performance period ending on December 31, 2028. For the PSU awards granted during the six months ended June 30, 2026, the final number of shares awarded will be between 0% and 150% of the PSUs granted based on share price performance compared to a peer group. The PSU awards granted during the six months ended June 30, 2025, include a three-year performance period ending on December 31, 2027. For the PSU awards granted during the six months ended June 30, 2025, the final number of shares awarded will be between 0% and 200% of the PSUs granted based equally on the Company Economic Return and share price performance compared to a peer group. The Company’s three-year Company Economic Return is equal to the Company’s change in book value per common share plus common stock dividends. Share price performance equals change in share price plus common stock dividends. Compensation expense will be recognized on a straight-line basis over the three-year vesting period based on an estimate of the Company Economic Return and share price performance in relation to the entities in the peer group and will be adjusted each period based on the Company’s best estimate of the actual number of shares awarded. For the six months ended June 30, 2026, the Company granted 415 thousand PSU awards to senior management with a grant date fair value of $5 million. For the six months ended June 30, 2025, the Company granted 296 thousand PSU awards to senior management with a grant date fair value of $4 million. The Company recognized stock-based compensation expense of $3 million and $8 million which includes stock grants to both Chimera and HomeXpress employees for the quarter and six months ended June 30, 2026. The Company recognized stock-based compensation expense of $2 million and $6 million for the quarter and six months ended June 30, 2025. The Company also maintains a qualified 401(k) plan. The plan is a retirement savings plan that allows eligible employees to contribute a portion of their wages on a tax-deferred basis under Section 401(k) of the Code. Employees may contribute, through payroll deductions, up to $24,500 if under the age of 50 years and an additional $8,000 “catch-up” contribution for employees 50 years or older. The Company matches 100% of the first 6% of the eligible compensation deferred by employee contributions. The employer funds the 401(k) matching contributions in the form of cash, and participants may direct the Company match to an investment of their choice. The benefit of the Company’s contributions vests immediately. Generally, a participating employee is entitled to distributions from the plan upon termination of employment, retirement, death or disability. The 401(k) expense related to the Company’s qualified plan for the quarter and six months ended June 30, 2026 was $1 million and $1 million, respectively. The 401(k) expense related to the Company’s qualified plan for the quarter and six months ended June 30, 2025 was $237 thousand and $476 thousand, respectively.
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