| ■ |
Attract and retain highly-qualified executives;
|
| ■ |
Motivate these executives to achieve corporate and individual performance objectives and increase stockholder value on an annual and long-term basis;
|
| ■ |
Achieve an appropriate balance between risk and reward that does not incentivize excessive risk taking; and
|
| ■ |
Promote teamwork and cooperation throughout the company and within the management group.
|
|
Executive
|
Position
|
Base Salary
|
|||
|
2025
|
2026
|
% Change
|
|||
|
Jeffrey B. Lown
|
President and CEO
|
$1,235,000
|
$900,000
|
-27.1%
|
|
|
Julian B. Evans
|
CIO
|
$550,000
|
$550,000
|
0.0%
|
|
|
Apeksha Patel
|
CFO
|
$300,000
|
$400,000
|
33.3%
|
|
|
Participant
|
Company/Financial
Metrics
|
Individual
Performance
|
|
|
Jeffrey B. Lown
|
70%
|
30%
|
|
|
Julian B. Evans
|
70%
|
30%
|
|
|
Apeksha Patel
|
70%
|
30%
|
|
Executive
|
As a Percentage of Base Salary
|
|||
|
Threshold
|
Target
|
Maximum
|
||
|
Jeffrey B. Lown
|
20.0%
|
40.0%
|
60.0%
|
|
|
Julian B. Evans
|
25.0%
|
50.0%
|
75.0%
|
|
|
Apeksha Patel
|
25.0%
|
50.0%
|
75.0%
|
|
|
Executive
|
Dollar Value of Opportunity
|
|||
|
Threshold
|
Target
|
Maximum
|
||
|
Jeffrey B. Lown
|
$180,000
|
$360,000
|
$540,000
|
|
|
Julian B. Evans
|
$137,500
|
$275,000
|
$412,500
|
|
|
Apeksha Patel
|
$100,000
|
$200,000
|
$300,000
|
|
|
Metric
|
Weighting
|
Threshold
|
Target
|
Maximum
|
|
|
EAD ROAE
|
35%
|
5%
|
9%
|
13%
|
|
|
Relative Price/Net Tangible Book Value
|
35%
|
25th percentile
|
50th percentile
|
75th percentile
|
|
|
Individual Performance/Strategic (Subjective)
|
30%
|
Subjectively Assessed
|
|||
|
Executive
|
Dollar Value of LTI Award Opportunities
|
|||
|
Threshold
|
Target
|
Maximum
|
||
|
Jeffrey B. Lown
|
$675,000
|
$900,000
|
$1,350,000
|
|
|
Julian B. Evans
|
$412,500
|
$550,000
|
$825,000
|
|
|
Apeksha Patel
|
$300,000
|
$400,000
|
$600,000
|
|
|
Executive
|
Dollar Value of Time-Based Component
|
|||
|
Target
|
||||
|
Jeffrey B. Lown
|
$450,000
|
|||
|
Julian B. Evans
|
$275,000
|
|||
|
Apeksha Patel
|
$200,000
|
|||
|
Executive
|
Dollar Value of Perf-Based Component
|
|||
|
Threshold
0.5x
|
Target
1.0x
|
Maximum
2.0x
|
||
|
Jeffrey B. Lown
|
$225,000
|
$450,000
|
$900,000
|
|
|
Julian B. Evans
|
$137,500
|
$275,000
|
$550,000
|
|
|
Apeksha Patel
|
$100,000
|
$200,000
|
$400,000
|
|
| • |
A portion of the equity awards are earned contingent on three-year performance goals per the matrix below (two separate total shareholder return (“TSR”)-based metrics, weighted equally). Earned
awards vest upon the conclusion of the performance period and certification by the Compensation Committee.
|
| • |
A portion of the awards vest solely based on time over a three-year period, one-third annually, commencing on the first anniversary of the date of grant.
|
|
Metric (3-Year CAGR)
|
Weighting
|
Threshold
|
Target
|
Maximum
|
|
|
Relative TSR vs.
Performance Peers
|
50%
|
25th Percentile
|
50th Percentile
|
75th Percentile
|
|
|
Absolute TSR
|
50%
|
13.0%
|
16.0%
|
19.0%
|
|
Executive
|
Salary
|
|
|
Jeffrey B. Lown
|
$900,000
|
|
|
Julian B. Evans
|
$550,000
|
|
|
Apeksha Patel
|
$400,000
|
|
Executive
|
Threshold
|
Target
|
Maximum
|
|
|
Jeffrey B. Lown
|
$180,000
|
$360,000
|
$540,000
|
|
|
Julian B. Evans
|
$137,500
|
$275,000
|
$412,500
|
|
|
Apeksha Patel
|
$100,000
|
$200,000
|
$300,000
|
|
Executive
|
Threshold
|
Target
|
Maximum
|
|
|
Jeffrey B. Lown
|
$675,000
|
$900,000
|
$1,350,000
|
|
|
Julian B. Evans
|
$412,500
|
$550,000
|
$825,000
|
|
|
Apeksha Patel
|
$280,000
|
$400,000
|
$640,000
|
|
Executive
|
Threshold
|
Target
|
Maximum
|
|
|
Jeffrey B. Lown
|
$1,755,000
|
$2,160,000
|
$2,790,000
|
|
|
Julian B. Evans
|
$1,100,000
|
$1,375,000
|
$1,787,500
|
|
|
Apeksha Patel
|
$800,000
|
$1,000,000
|
$1,300,000
|
|
Executive
|
% Base Salary
|
% Cash Bonus
|
% Equity
|
|
|
Jeffrey B. Lown
|
41.7%
|
16.7%
|
41.7%
|
|
|
Julian B. Evans
|
40.0%
|
20.0%
|
40.0%
|
|
|
Apeksha Patel
|
40.0%
|
20.0%
|
40.0%
|
|
Metric
|
Definition
|
||
|
Short-Term Incentive Program
|
|||
|
EAD ROE
|
EAD ROAE is computed as (i) the Company’s EAD to common shareholders, a non-GAAP measure, for the Performance Period divided by (ii) the Company’s Average Book Value per common
share. Average Book Value represents the average of Book Value per common share across the four quarterly periods during the Performance Period.
|
||
|
Relative
P/Tangible BV
|
Share price is determined by calculating each participating company’s average share price as reported during the Performance Period (i.e., using share performance during the
period of October 1, 2025 through September 30, 2026, and so on). Book value is determined by calculating each participating company’s average quarterly GAAP net tangible book value per share (as publicly reported by each such company) during
the Performance Period. This is then compared to each of the peer companies on a relative percentile basis.
|
||
|
Long-Term Incentive Program
|
|||
|
Absolute Total
Shareholder
Return (TSR)
|
“TSR” means for the common stock of the applicable company (both CHMI and then in calculating for the peers under the relative TSR metric), the total shareholder return (share
price appreciation/depreciation during the applicable Performance Period plus the value attributable to reinvested dividends paid on the shares during the applicable Performance Period). The TSR shall be expressed as a percentage and
calculated on a compounded, annualized basis. The calculation of TSR will be based on the average closing price of the shares for the twenty trading days immediately preceding the first day of the performance period and the average closing
price of the shares for the twenty trading days immediately preceding the last day of the applicable performance period. The TSR will be calculated assuming that cash dividends (including extraordinary cash dividends) paid on the shares are
reinvested in additional shares on the ex-dividend date and that any securities distributed to shareholders in a spinoff transaction are sold and the proceeds reinvested in additional shares on the ex-dividend date.
|
||
|
Relative TSR vs.
Performance
Peers
|
TSR of each of the performance peers over the performance period shall be calculated using the methodologies analogous in all material respects to those used for
the calculation of CHMI's TSR as described above to provide a fair comparison of TSRs, and as is the case with CHMI, the Compensation Committee shall make equitable adjustments to the TSR of such performance peers to take into account any
extraordinary, unusual or non-recurring corporate events affecting such performance peers, such as spin-offs, stock splits, reverse splits, special dividends, recapitalizations, reclassifications and similar events. The Compensation
Committee has discretion in how the required adjustments are determined as long as they are done equitably.
CHMI's TSR shall be compared to the TSR of each of the performance peers on a relative percentile ranking basis using the Continuous Percentile Ranking Method
(i.e., the subject company is excluded from the calculation of percentile rank for the peers).
|
||
|
Company
|
|
BrightSpire Capital, Inc.
|
|
Chimera Investment Corporation
|
|
Dynex Capital, Inc.
|
|
Granite Point Mortgage Trust Inc.
|
|
Manhattan Bridge Capital, Inc.
|
|
MFA Financial, Inc.
|
|
Adamas Trust (formerly NY Mortgage)
|
|
Ready Capital Corporation
|
|
Sachem Capital Corp.
|
|
Two Harbors Investment Corp.
|
|
Company
|
|
Adamas Trust, Inc.
|
|
AGNC Investment Corp.
|
|
Angel Oak Mortgage REIT, Inc.
|
|
Annaly Capital Management, Inc.
|
|
ARMOUR Residential REIT, Inc.
|
|
Cherry Hill Mortgage Investment Corporation
|
|
Chimera Investment Corporation
|
|
Dynex Capital, Inc.
|
|
Ellington Financial Inc.
|
|
Invesco Mortgage Capital Inc.
|
|
Lument Finance Trust, Inc.
|
|
Manhattan Bridge Capital, Inc.
|
|
MFA Financial, Inc.
|
|
Orchid Island Capital, Inc.
|
|
PennyMac Mortgage Investment Trust
|
|
Redwood Trust, Inc.
|
|
Rithm Capital Corp.
|
|
Rithm Property Trust Inc.
|
|
TPG Mortgage Investment Trust, Inc.
|
|
Two Harbors Investment Corp.
|