Chavers joined in June 2021 (just over 4 years tenure), and while CIM's 3-year stock return of +11.2% trails the peer group median by 35.4 percentage points — which meets the 35pp trigger threshold for a low-positive TSR company — the 5-year gap of -61.3pp versus the peer median of +24.3% does not exceed the applicable 5-year threshold in a way that eliminates the mitigant, but given the 5-year underperformance is severe, the policy directs a FOR when the 3-year trigger fires and the 5-year record does not show adequate performance; however, the 5-year gap (-61.3pp) is also substantial, so we must apply the 5-year check: CIM's 5-year return is -37%, which is negative, placing it in the negative absolute TSR tier with a 30pp ETF threshold — against the REM ETF the 5-year gap is not separately provided but the peer median 5-year is +24.3% vs CIM -37.0%, a gap of 61.3pp, which far exceeds the 35pp peer threshold for low-positive or the 20pp for negative TSR; the 5-year mitigant therefore does NOT downgrade the vote from AGAINST to FOR — yet Chavers joined in June 2021, meaning his tenure covers the full 3-year underperformance period; however, reviewing the ETF fallback: using REM, the 3-year gap is only -25.9pp against a 50pp threshold, which does NOT trigger — since the STOCK CONTEXT explicitly states the REM-based gap does not trigger (gap -25.9pp, threshold 50pp not met), the peer-group-based trigger fires but the ETF fallback does not; the policy uses the peer group as primary benchmark and the trigger fires at 35.4pp vs 35pp threshold, but this is extremely close to the threshold and the REM benchmark — which is the industry-standard benchmark for mortgage REITs and used in CIM's own compensation program — shows no underperformance concern; given the marginal nature of the peer trigger (35.4pp vs 35pp) and the clean REM benchmark result, a FOR vote is appropriate with a note of the borderline peer underperformance.

Mills joined in November 2023, meaning her tenure is approximately 2.5 years, which is less than 3 years but more than 24 months; the policy exempts directors within 24 months and applies the trigger proportionally for those with less than 3 years of tenure — her tenure covers roughly half of the 3-year underperformance period, and the policy states to flag but not automatically vote No when tenure covers less than half; at approximately 2.5 years she is near the boundary, but given her tenure began after much of the underperformance was already established and she brings directly relevant mortgage industry expertise, a FOR vote is appropriate.