Dynex Capital, Inc. Non-Employee Directors’ Annual Compensation Policy (as of May 16, 2017)
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Summary
Dynex Capital, Inc. sets out the annual compensation for its non-employee directors, including a $55,000 annual retainer, with additional payments for serving as Chairperson or committee chair. Directors receive extra fees for attending more than 15 meetings per year. They also receive an annual grant of restricted company stock valued at $50,000, 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 a2q17form10-qexx1018direct.htm EXHIBIT 10.18 Exhibit
Exhibit 10.18
Dynex Capital, Inc.
Non-Employee Directors’ Annual Compensation
As of May 16, 2017
Cash Compensation
Annual retainer
Non-Employee Director $ 55,000
Chairperson of the Board $ 15,000
Audit Committee Chairperson $ 10,000
Compensation Committee Chairperson $ 5,000
Nominating & Corporate Governance Committee Chairperson $ 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 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.
