Dynex Capital, Inc. Non-Employee Directors’ Annual Compensation Policy (as of July 1, 2023)
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Summary
Dynex Capital, Inc. sets out its annual compensation policy for non-employee directors, effective July 1, 2023. Non-employee directors receive a $100,000 annual cash retainer, with additional retainers for committee chairs and the Lead Independent Director. 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 $120,000, vesting after one year. Payments are made quarterly and are prorated if a director’s service changes during the year.
EX-10.18 4 exhibit1018non-employeedir.htm EX-10.18 Document
Exhibit 10.18
Dynex Capital, Inc.
Non-Employee Directors’ Annual Compensation
As of July 1, 2023
Cash Compensation
Annual retainer
Non-Employee Director $100,000
Additional annual retainers
Lead Independent Director $25,000 (as of January 1, 2024)
Audit Committee Chair $30,000
Compensation Committee Chair $10,000
Nominating & Corporate
Governance Committee Chair $10,000
Members of above committees $5,000 per committee
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 $120,000, 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.
