Dynex Capital, Inc. Non-Employee Directors’ Annual Compensation Policy (Effective January 1, 2020)
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Summary
Dynex Capital, Inc. sets out its annual compensation policy for non-employee directors, effective January 1, 2020. Non-employee directors receive a $65,000 annual cash retainer, with additional retainers for serving as Chairperson of the Board or as committee chairs. Directors also earn $1,000 for each board or committee meeting attended above 15 per year. Additionally, each non-employee director receives an annual grant of restricted company stock valued at $80,000, which vests after one year. Compensation is paid quarterly and is prorated if a director’s service changes during the year.
EX-10.18 3 exhibit1018.htm EX-10.18 NON-EMPLOYEE DIRECTORS ANNUAL COMPENSATION Document
Exhibit 10.18
Dynex Capital, Inc.
Non-Employee Directors’ Annual Compensation
As of January 1, 2020
Cash Compensation
Annual retainer
Non-Employee Director $65,000
Additional annual retainers
Chairperson of the Board $25,000
Audit Committee Chair $20,000
Compensation Committee Chair $5,000
Nominating & Corporate
Governance Committee Chair $5,000
Annual retainers are payable in quarterly installments, prorated for the number of months
served in the case of a change during the calendar year.
Excess meeting fee
In addition to the annual retainers, non-employee directors will also receive a cash fee of $1,000 for each meeting of the Board of Directors attended above 15 meetings per year and for each Board Committee meeting attended as a member above 15 meetings per year.
Equity Compensation
Non-employee directors will also receive an annual grant of restricted shares of the Company’s common stock with a grant date fair value of $80,000, which shares will vest at the end of one year. The shares are to be granted on the first Friday following the annual meeting of shareholders.
