Dynex Capital, Inc. Non-Employee Directors Annual Compensation Effective January 1, 2015

EX-10.18 2 ex-1018nonxemployeedirecto.htm EXHIBIT 10.18 EX-10.18 Non-employee Directors' Annual Compensation


Exhibit 10.18




Dynex Capital, Inc.
Non-Employee Directors’ Annual Compensation
Effective January 1, 2015



Cash Compensation

Annual retainer
Non-Employee Director                            $ 55,000
Lead Independent Director                        $ 15,000        
Audit Committee Chair                            $ 10,000
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 retainer, non-employee directors will also receive a cash fee of $1,000 for each meeting of the Board of Directors or a Board Committee attended as a member in excess of 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 $50,000, 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.