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Name | Symbol | Market | Type |
---|---|---|---|
Dynex Capital Inc | NYSE:DX-C | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 24.51 | 0 | 01:00:00 |
Filed by the Registrant | ☒ | Filed by a party other than the Registrant | ☐ |
Check the appropriate box: | |||||
☒ | Preliminary Proxy Statement | ||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☐ | Definitive Proxy Statement | ||||
☐ | Definitive Additional Materials | ||||
☐ | Soliciting Material under §240.14a-12 |
Payment of Filing Fee (Check all boxes that apply): | |||||||||||
☒ | No fee required. | ||||||||||
☐ | Fee paid previously with preliminary materials: | ||||||||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
2023 | NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | ||||
Annual Meeting of Shareholders May 18, 2023 |
LETTER TO SHAREHOLDERS |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | ||||||||||||||
4991 Lake Brook Drive, Suite 100 Glen Allen, Virginia 23060 (804) 217-5800 |
TO OUR COMMON SHAREHOLDERS: | |||||||||||||||||
WHEN: | WHERE: | RECORD DATE: | |||||||||||||||
Thursday, May 18, 2023 9:00 a.m. Eastern Daylight Time | The Annual Meeting will be a virtual meeting which means that shareholders may attend virtually by accessing www.meetnow.global/MRMQ9CV | Shareholders of record at the close of business on Thursday, March 9, 2023 are entitled to vote. |
ITEMS OF BUSINESS | |||||||||||||||||
Proposal | Board Recommendation | See Page | |||||||||||||||
1 | To elect six (6) directors of the Company, to hold office until the next annual meeting and until their successors are elected and duly qualified; | For each director | |||||||||||||||
2 | To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement; | ||||||||||||||||
3 | To vote, on an advisory and non-binding basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; | For one year | |||||||||||||||
4 | To ratify the selection of BDO USA, LLP, independent certified public accountants, as auditors for the Company for the 2023 fiscal year; | ||||||||||||||||
5 | To approve an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized; and | ||||||||||||||||
6 | To transact such other business as may properly come before the meeting or any adjournment thereof. |
2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT |
PROXY STATEMENT |
A-1 |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT |
PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS | ||||||||
4991 Lake Brook Drive, Suite 100 Glen Allen, Virginia 23060 (804) 217-5800 |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 1 |
2 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 3 |
4 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 5 |
PROPOSAL ONE ELECTION OF DIRECTORS |
DEMOGRAPHICS | BOSTON | CORONADO | HUGHES | PALMER | SALCETTI | STEVENS | |||||||||||||||||
Age | 64 | 54 | 62 | 65 | 68 | 66 | |||||||||||||||||
Gender Diverse | ● | ● | |||||||||||||||||||||
Racially or Ethnically Diverse | ● | ||||||||||||||||||||||
Tenure | 11 years | 2 years | 12 years | 2 years | 9 years | 4 years | |||||||||||||||||
Independent | ● | ● | ● | ● | ● |
6 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
AGE | TENURE | |||||||||||||||||||||||||||||||
50-55 Years Old | ● | 1-5 Years | ● | ● | ● | |||||||||||||||||||||||||||
56-60 Years Old | 6-10 Years | ● | ||||||||||||||||||||||||||||||
61-65 Years Old | ● | ● | ● | 11-15 Years | ● | ● | ||||||||||||||||||||||||||
66-70 Years Old | ● | ● |
GENDER DIVERSITY | INDEPENDENT | |||||||
RACIALLY OR ETHNICALLY DIVERSE | ||||||||
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 7 |
Boston | Coronado | Hughes | Palmer | Salcetti | Stevens | ||||||||||||||||||
Senior Leadership | |||||||||||||||||||||||
Financial Services Industry | |||||||||||||||||||||||
M&A | |||||||||||||||||||||||
Capital Markets | |||||||||||||||||||||||
Business Operations | |||||||||||||||||||||||
Information Technology and Cybersecurity | |||||||||||||||||||||||
Risk Management and Compliance | |||||||||||||||||||||||
Government Policy and Regulatory | |||||||||||||||||||||||
Mortgage Industry | |||||||||||||||||||||||
Investment Management | |||||||||||||||||||||||
Corporate Governance | |||||||||||||||||||||||
Public Company and Financial Reporting | |||||||||||||||||||||||
Business Development and Strategy | |||||||||||||||||||||||
Ethics and Social Responsibility | |||||||||||||||||||||||
Finance | |||||||||||||||||||||||
Audit Committee Financial Expert | |||||||||||||||||||||||
Human Capital Management/Executive Compensation |
8 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
DIRECTOR NOMINEE BIOGRAPHIES | ||||||||
BYRON L. BOSTON | Chief Executive Officer | |||||||
Byron L. Boston joined the Board in 2012. He has served as the Chief Executive Officer and Co-Chief Investment Officer of the Company since January 1, 2014. He was the President of the Company from March 1, 2012 to December 18, 2020 and has held the position of Chief Investment Officer since April 2008. Committed to giving back, Byron is on multiple boards in advisory and leadership capacities including Mortgage Bankers Association and National Association of Real Estate Investment Trusts (“NAREIT”) Advisory Board of Governors representing the industry on a national level. He also serves on the board of the Salzburg Global Seminar where he has served as the Chair of the Investment Committee and the Chair of the Finance Committee. Byron is a well-respected business leader and investment professional with an extensive background in U.S. real estate finance, asset management/investment banking, and fixed-income capital markets. Byron’s career in banking represents an exceptional foundation upon which he now leads the Company. He oversees all strategy and operations while fostering relationships with stakeholders, shareholders, and creditors. He leads the day to day strategic and tactical decisions that have resulted in long term net gains and significant economic return for investors. | Byron’s career includes building two successful public companies. He started in corporate banking with focus on direct corporate loans and bond issuances. Unparalleled training and experience with mortgage-backed securities and bond trading were gained while with Credit Suisse First Boston and Lehman Brothers. Recruited by Freddie Mac, he developed and led the initial investment plan to grow their retained portfolio. Following those successes, Byron launched Sunset Financial Resources, a mortgage Real Estate Investment Trust (REIT) specializing in high-quality residential and commercial loans and securities. Byron led the initial public offering of Sunset Financial Resources and raised $130M in initial equity. He holds an A.B. in Economics and Government from Dartmouth. College and an MBA with emphasis in Accounting and Finance from the University of Chicago Booth School of Business where he was also a member of the Director’s Consortium. Byron’s qualifications to serve on our Board include his experience gained as our Chief Executive Officer, Co-Chief Investment Officer and President (from March 2012 until December 2020). In addition, he has substantial experience investing in and managing portfolios of mortgage assets gained in his years at Freddie Mac Corporation, Sunset Financial and various large financial institutions. He also has substantial experience in debt and equity capital markets. His participation on the board of directors of Salzburg, and the NAREIT Advisory Board exposes him to important developments in housing finance and global regulation of financial institutions and financial services firms. These experiences allow Byron to offer a different perspective on the Company’s current and future business operations regarding investments, which is a valuable resource for our Board. | |||||||
COMMITTEES •Investment |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 9 |
JULIA L. CORONADO, Ph.D. | ||||||||
Julia L. Coronado, Ph.D. joined the Board in October 2020. Since 2017, Julia has served as the President and Founder of MacroPolicy Perspectives, LLC (MPP) a research advisory firm with deep expertise in macroeconomics, regulatory policy, financial and global markets that helps inform client decisions in financial services and other industries. Julia’s unbiased analysis and insights are particularly critical in today’s uncertain, changing world. She is a regular commentator in financial media, (including CNBC, Bloomberg, Marketplace, and the Wall Street Journal). MMP delivers perspectives on the economy through its forecasting of global economic activity, inflation, and fiscal and monetary policy (with a focus on the G8 countries and China). Julia has represented the U.S. at the Organization for Economic Cooperation & Development and testified before Congress on Social Security reform and digital currency developments. Julia is an independent director on the board of directors of Robert Half, an international staffing and consulting firm, where she serves on the nominating & governance committee. Her commitment to performance and collaboration is evident through roles including Clinical Associate Professor of Finance at the University of Texas at Austin, Vice President of the National Association of Business Economists, member of the Economic Studies Council at the Brookings Institution and member of the Advisory Boards of the Bureau of Economic Analysis, the Pension Research Council at the Wharton School, and the Cleveland Federal Reserve Center for Inflation Research. | Former roles in service include serving as a member of the New York Federal Reserve Treasury Market Practices Group, the Economic Advisory Panel of the Federal Reserve Bank of New York, the Board of the National Association of Business Economists and President of the New York Association of Business Economists. Julia served as a staff economist for the Federal Reserve Board of Governors in Washington, D.C. and contributed to the Federal Open Market Committee forecasts. She received a B.A. in Economics from the University of Illinois and her Ph.D. in Economics from the University of Texas at Austin. Julia brings to our Board extensive experience and expertise in international and domestic market economics, fiscal and monetary policy, and global economic forecasting. We believe her experience in these areas, as well as her service on other public company and advisory boards, enable her to offer significant insights into the Company’s business strategy and make her a valuable member of our Board. | |||||||
COMMITTEES •Compensation •Investment •Nominating & Corporate Governance (Chair) |
10 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
MICHAEL R. HUGHES | Chairman of the Board | |||||||
Michael R. Hughes became a director of the Company in November 2010 and currently serves as the Chairman of the Board, after being appointed in March 2017. He guides the Board with integrity and provides objective support for members to contribute to the important work in serving and representing shareholders. He leads the Board in steering the organization towards a sustainable future. Focused on the growth of others, he also serves on the Board of Trustees and is President of the Bentley School in Oakland, California. He joined Switchmate Home LLC in March 2017 (now known as Simply Smart Home, a smart technology solution) as Chief Financial Officer and was President from July 2021 until his retirement in December 2022. His extensive career in financial services also includes leadership roles as First Vice President of Merrill Lynch Financial Institutions Research, Portfolio Manager with Ascend Capital Management, and Partner and Portfolio Manager with Osterweis Capital Management. Along with Mike’s contributions in portfolio management and leadership, he has deep expertise on the research side in analyzing many types of financial institutions including mortgage Real Estate Investment Trusts (REITs). He began his career as an Equity Analyst at Dean Witter Reynolds. | He holds a A.B. from the University of California at Berkeley in Geophysics and Seismology and earned the Chartered Financial Analyst designation in 1991. Michael’s qualifications to serve on our Board include his background as a portfolio manager of financial institutions and his extensive experience as a securities analyst. In these roles, he oversaw the investment in and/or the equity analysis of mortgage companies, mortgage REITs, consumer and commercial finance, and government agencies including Fannie Mae and Freddie Mac. These experiences, coupled with Michael’s CFA designation and substantial financial expertise, allow him to offer significant insights and advice, thus making him a valuable addition to our Board. | |||||||
COMMITTEES •Audit •Investment (Chair) •Nominating & Corporate Governance |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 11 |
JOY D. PALMER | ||||||||
Joy D. Palmer has served as a member of the Board since October 2020. She currently serves as an adjunct professor in the Finance Department of Drew University, a role she began in August 2022. She also served as the Deputy Chief Accountant, Office of the Chief Accountant, from 2018 to 2020, in the Office of the Comptroller of the Currency, whose work regulates and supervises both national and foreign banks operating in the U.S. During that time, Joy contributed to the drafting of advisories, bulletins, risk tips, and other publications to provide examiners with readily accessible resources on evolving issues. Prior to that, Joy researched companies in the financial services sector as Director of Equity Research with Merrill Lynch from 1996 to 2002. Joy is a Subject Matter Expert in Generally Accepted Accounting Principles (“GAAP”), regulatory policies and trends at national banks with a specific focus on large banks and the mortgage finance industry. Joy’s extensive career and global focus deliver value and expertise gained through roles across accounting, finance, treasury, and investor relations. She has specialized knowledge in mortgage investing, origination and servicing and related hedging practices. | Joy earned a Bachelor’s in accounting from Montclair State University and a MBA from NYU Stern School of Business with emphasis in finance. Joy’s qualifications to serve on our Board include her experience as a policy accountant for the Comptroller of the Currency. In connection with this role, she has subject matter expertise on GAAP and regulatory trends at national banks with a specific focus on large banks, as well as expertise in mortgage investing, origination and servicing and related hedging practices, which are skills and experiences that are valuable to our Board. Additionally, her 34-year career in a variety of accounting, finance, treasury and investor relations roles, makes Joy knowledgeable regarding operational and organizational best practices, which is a valuable resource for our Board. | |||||||
COMMITTEES •Audit (Chair) •Investment |
12 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
ROBERT A. SALCETTI | ||||||||
Robert A. Salcetti has served on the Board since December 2013. He is a seasoned executive with a four-decade career in operational and strategic leadership across the financial services and mortgage industry sectors. His stewardship in major financial institutions has impacted the design, delivery, and management of credit facilities for loan warehouse financing, advances, and mortgage servicing rights (MSR) financing. Prior to his retirement from JP Morgan Chase as Managing Director in 2008, his contributions and roles include Managing Director at Chase Manhattan Bank, Senior Vice President and Division Manager with TCB/Chemical Bank, Vice President and Section Manager of Texas Commerce Bank, the predecessor to TCB/Chemical Bank, and Vice President of American Mortgage Company. He was a Director of Ocwen Financial Corporation and was on their Board where he served on the Audit, Compliance, Executive and Independent Review committees and as Co-Chairman of its Risk and Compliance committee. | He also served as a Director of Cherry Hill Mortgage Investment Corporation where he was on the Audit, Compensation, and Nomination/Governance committees. Robert earned a B.S. in Business Administration from Carlow College in Pittsburgh, PA. Rob’s qualifications to serve on our Board include his background in operational and strategic management, including over 40 years of experience in the financial services and mortgage industry sectors. With his extensive experience, which includes leading operations that designed, provided and managed credit facilities for loan warehousing financing, advances and mortgage servicing rights financing, Rob is able to offer guidance to our Board from both an operational and strategic perspective. | |||||||
COMMITTEES •Audit •Compensation (Chair) •Investment |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 13 |
DAVID H. STEVENS | ||||||||
David H. Stevens joined the Board in January 2019. David brings deep expertise and knowledge in an advisory capacity to the Board. He has an extensive career in Real Estate Finance and Mortgage Banking. Having started at the branch level and progressing into branch, regional, division, and national leadership roles provides a breadth plus depth of industry knowledge. As Senior Vice President leading Freddie Mac’s Single-Family business, his work made homeownership more accessible and affordable. David led Wells Fargo’s national wholesale lending business as Executive Vice President and also led Long and Foster Real Estate Company as their President and COO. Following his focus on housing and access, he served in the Obama Administration as Assistant Secretary of Housing and Federal Housing Administration Commissioner. David also led the Mortgage Bankers Association in Washington, D.C. as their Chief Executive Officer until his retirement in 2018. In 2019, David became Chief Executive Officer of Mountain Lake Consulting, a financial services consulting firm focused on the real estate finance sector. Reflective of his deep commitment to affordable housing, he founded the Board of MBA Open Doors Foundation which provides mortgage assistance to families with critically ill children. David was named 2018 Mortgage Professional of the Year by National Mortgage Professional Magazine and has been included on Bloomberg’s 50 Most Powerful People in U.S. Real Estate and Inman’s 100 Most Influential Real Estate Leaders. He was honored with the NAHREP Founders Award for his support of Hispanic lending. | He earned a degree in Political Science from the University of Colorado Boulder and received his Certified Mortgage bankers designation. David’s qualifications to serve on our Board include his background in the real estate finance sector, including over 30 years of mortgage finance, capital markets and housing policy experience. His association with Freddie Mac, Wells Fargo Home Mortgage, the U.S. Department of Housing and Urban Development and the MBA, among others, has given David’s insight into the mortgage finance industry for both residential and commercial real estate. His knowledge of housing finance policy issues and the relationships that he has developed in various housing policy institutions is also very valuable to the Board and the Company. With his extensive experience, David is deeply knowledgeable of all aspects of the industry and is able to provide this industry knowledge to our Board. | |||||||
COMMITTEES •Compensation •Investment •Nominating & Corporate Governance |
14 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 15 |
CORPORATE GOVERNANCE (CONTINUED) |
OUR ENVIRONMENTAL COMMITMENT | As an asset management and investment firm with approximately 19 employees, our business operations have a relatively modest environmental impact. However, energy conservation and environmental sustainability efforts are a priority at the Company. Our corporate efforts to reduce our environmental impact include: •Using specific green products for office cleaning and pest control; •Recycling of paper and aluminum cans; •Recycling of electronic equipment and ink cartridges; •Use of energy certified laptops and •Eliminating single use plastics such as coffee pods, straws, utensils, and water bottles. | ||||
OUR SOCIAL COMMITMENT | Our primary social considerations and impacts relate to our investment activity, serving our community, and human capital management, all of which are critical to our success as an organization. INVESTMENT ACTIVITY We have been a leader for over 30 years in providing private capital to the U.S. housing finance system and in support of affordable housing in communities across the United States. Our business helps to enhance liquidity in residential and commercial real estate mortgage markets and, in turn, facilitates home ownership and affordable housing in the United States. HUMAN CAPITAL MANAGEMENT We strive to have highly engaged employees committed to looking out for each other and our shareholders. The Company views its employees as its most important asset and as the key to fulfilling our goals of making people’s lives better, strengthening the communities we serve, and managing a successful business for the benefit of all of our stakeholders. Our human capital strategy is designed to create an environment where our employees can grow professionally and contribute to the success of the Company. We believe a supportive, collaborative, engaging, and equitable culture is key to attracting and retaining skilled, experienced, and talented employees as well as fostering the development of the Company’s next generation of leaders. | ||||
DIVERSITY AND INCLUSION We promote diversity within our workforce and believe diversity extends beyond gender, race, ethnicity, age or sexual orientation to include different perspectives, skills, and experiences and socioeconomic backgrounds. We hire based on qualifications and evaluate, recognize, reward and promote employees based on performance without regard to race, religion, color, national origin, disability, gender, gender identity, sexual orientation, stereotypes or assumptions based thereon. In addition, equity is fundamental to our philosophy of fair and equitable treatment. We regularly review and analyze our compensation practices and engage in ongoing efforts to ensure pay equity within all levels of employment. We strive to maintain a corporate culture that is welcoming, inclusive and respectful to all. As of December 31, 2022, 53% of our employees were women or self-identified minorities. |
16 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 17 |
CORPORATE GOVERNANCE (CONTINUED) |
•We separate the Chairperson of the Board and Chief Executive Officer roles. •Incumbent directors up for re-election to our Board who fail to receive a majority of the votes cast in an uncontested election must tender their resignation for consideration. •Our Board is fully declassified, and directors are elected annually. •Each share of our common stock has equal voting rights with one vote per share. •Our Board has adopted a Board Refreshment and Diversity Policy to (i) ensure a relevant, inclusive and diverse membership on the Board, (ii) provide the Board with the best combination of knowledge, skills, experience, and perspectives among its members (including with respect to gender, age, race, culture, and experience), and (iii) oversee and support our strategy for the future. •The Company has not established term limits for directors. Pursuant to its Board Refreshment and Diversity Policy, the Nominating Committee evaluates the qualifications and contributions of each incumbent director before recommending the nomination of such director for re-election. •We have succession plans for the CEO, completed our CFO transition in 2022, and are in the process of designing such plans for other senior management positions. •We are dedicated to thoughtful director succession planning. •The Company has not adopted a “poison pill” or other similar shareholder rights provisions in its governance documents. •Key risks are overseen by Board committees, including enterprise-wide risk management (Audit Committee), investment related risks (Investment Committee), executive compensation risks (Compensation Committee) and our ESG risks, strategies, policies, activities, and communications (Nominating Committee). •During 2022, our directors continued to be engaged, with director attendance for Board and committee meetings greater than 75% for each director. •The Company has a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our employees, officers and directors and covers a wide range of business practices and procedures designed to foster the highest ethical standards in all business relationships. This policy covers, among other things, compliance with applicable laws, conflicts of interest, confidentiality, fair dealing, discrimination and harassment, health and safety, reporting of suspected violations, and enforcement of our Code of Conduct. •Our Whistleblower Policy provides a structured and formal process to facilitate confidential, anonymous submissions by employees of the Company and others with concerns or complaints regarding the Company’s accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Conduct. •Our Board and each of our key committees annually conduct a substantive self-evaluation. •We require that executives and directors own a meaningful amount of Company stock. •We prohibit our executive officers and directors from hedging and pledging Company stock. |
18 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 19 |
CORPORATE GOVERNANCE (CONTINUED) |
20 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE (CONTINUED) |
Name | Audit | Compensation | Investment | Nominating & Corporate Governance | ||||||||||
Byron L. Boston | X | |||||||||||||
Julia L. Coronado, Ph.D. | X | X | Chair | |||||||||||
Michael R. Hughes | X | Chair | X | |||||||||||
Joy D. Palmer | Chair | X | ||||||||||||
Robert A. Salcetti | X | Chair | X | |||||||||||
David H. Stevens | X | X | X | |||||||||||
Number of meetings in 2022 | 5 | 2 | 4 | 3 |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 21 |
CORPORATE GOVERNANCE (CONTINUED) |
22 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 23 |
CORPORATE GOVERNANCE (CONTINUED) |
24 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 25 |
CORPORATE GOVERNANCE (CONTINUED) |
Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||||||||
Julia L. Coronado, Ph.D. | 90,000 | 100,008 | 8,675 | 198,683 | ||||||||||
Michael R. Hughes | 115,000 | 100,008 | 8,675 | 223,683 | ||||||||||
Joy D. Palmer | 100,000 | 100,008 | 8,675 | 208,683 | ||||||||||
Robert A. Salcetti | 90,000 | 100,008 | 8,675 | 198,683 | ||||||||||
David H. Stevens | 80,000 | 100,008 | 8,675 | 188,683 |
26 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
CORPORATE GOVERNANCE (CONTINUED) |
Name (Age) | Current Title | Business Experience | ||||||
Byron L. Boston (64) | Chief Executive Officer, Co-Chief Investment Officer, and Director | Chief Executive Officer and Co-Chief Investment Officer since 2014; President from 2012 to 2020; Director since 2012; Chief Investment Officer from 2008 to 2014. | ||||||
Smriti L. Popenoe (54) | President and Co-Chief Investment Officer | President since December 18, 2020; Co-Chief Investment Officer since 2014; Chief Risk Officer of PHH Corporation between 2010 and 2013; Senior Vice President, Balance Sheet Management, of Wachovia Bank, from 2006 to 2009. | ||||||
Robert S. Colligan (51) | Executive Vice President, Chief Financial Officer and Secretary | Executive Vice President, Chief Financial Officer and Secretary since 2022; Chief Financial Officer of Chimera Investment Corporation from 2013 to 2021. |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 27 |
OWNERSHIP OF DYNEX STOCK |
Common Stock | Series C Preferred Stock(1) | |||||||||||||
Name | Shares | Percentage(2) | Shares | Percentage(3) | ||||||||||
Stephen J. Benedetti(4) | 202,234 | * | — | — | ||||||||||
Byron L. Boston(5) | 382,734 | * | — | — | ||||||||||
Robert S. Colligan | 10,000 | * | — | — | ||||||||||
Julia L. Coronado, Ph.D.(6) | 10,865 | * | — | — | ||||||||||
Michael R. Hughes (7) | 75,444 | * | 2,700 | * | ||||||||||
Joy D. Palmer(6) | 10,865 | * | — | — | ||||||||||
Smriti L. Popenoe(8) | 112,762 | * | — | — | ||||||||||
Robert A. Salcetti(6) | 47,383 | * | — | — | ||||||||||
David H. Stevens(6) | 21,059 | * | — | — | ||||||||||
All directors and executive officers as a group (9 persons) | 873,346 | 2 | % | 2,700 | * | |||||||||
28 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
OWNERSHIP OF DYNEX STOCK (Continued) |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 4,347,769 shares(2) | 8.1% |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 29 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS |
Byron L. Boston, Chief Executive Officer and Co-Chief Investment Officer | ||
Smriti L. Popenoe, President and Co-Chief Investment Officer | ||
Robert S. Colligan, Executive Vice-President, Chief Financial Officer | ||
Stephen J. Benedetti, Former Executive Vice President, Chief Financial Officer, and Chief Operating Officer(1) |
30 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 31 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
32 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
2022 | 2021 | 2020 | |||||||||
Net income to common shareholders (GAAP) | $135.5 million | $90.9 million | $160.0 million | ||||||||
Comprehensive income to common shareholders (GAAP) | $52.6 million | $17.4 million | $66.5 million | ||||||||
Earnings available for distribution (EAD) to common shareholders (non-GAAP)(1) | $44.2 million | $64.1 million | $44.8 million | ||||||||
Net income to common shareholders per common share (GAAP) | $3.19 | $2.79 | $6.93 | ||||||||
EAD to common shareholders per common share (non-GAAP) (1) | $1.04 | $1.97 | $1.94 | ||||||||
Dividends declared per common share | $1.56 | $1.56 | $1.66 | ||||||||
Total economic (loss) return to common shareholders(2) | (9.4)% | 2.5% | 15.2% | ||||||||
Return on equity – GAAP(3) | 17.7% | 14.6% | 38.5% | ||||||||
Total common shareholder return(4) | (15.4)% | 2.3% | 17.0% | ||||||||
Book value per common share, period end | $14.73 | $17.99 | $19.08 |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 33 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
34 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 35 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
Base Salary | |||||||||||
Name | 2023 | 2022 | 2021 | ||||||||
Byron L. Boston | $800,000 | $800,000 | $750,000 | ||||||||
Smriti L. Popenoe | $700,000 | $700,000 | $575,000 | ||||||||
Robert S. Colligan | $500,000 | $500,000 | $— | ||||||||
Stephen J. Benedetti | — | $500,000 | $500,000 |
36 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
Incentive Opportunity as a % of Base Salary | ||||||||||||||
2022 Base Salary | Minimum | Target | Maximum | |||||||||||
CEO | $800,000 | 0% | 200% | 400% | ||||||||||
President | 700,000 | 0% | 175% | 350% | ||||||||||
EVP | 500,000 | 0% | 150% | 300% |
Metric | Weighting (of incentive opportunity) | ||||
EAD return on equity to common shareholders (EAD ROE) | 0%-40% | ||||
Book value per common share | 0%-40% | ||||
Corporate/individual objectives | 0%-45% |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 37 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
Annual Cash Incentive Plan for 2022 | |||||||||||||||||||||||
Performance Target | |||||||||||||||||||||||
Performance Metric/Objective | Weighting | Minimum | Target | Maximum | Value Achieved | Percentage Achieved | Weighted Average Percentage Achieved | ||||||||||||||||
EAD ROE(1) | 25% | 6.00% | 8.00% | 10.00% | 8.7%(2) | 136.1% | 34.0% | ||||||||||||||||
Book value per common share(3) | 35% | $16.04 | $17.82 | $19.60 | $14.73 | —% | —% | ||||||||||||||||
Corporate/Individual Objectives: | |||||||||||||||||||||||
Capital raising | 10% | $50 million | $100 million | $150 million | $247.9 million | 200.0% | 20.0% | ||||||||||||||||
Strategic objectives(4) | 30% | –% | 100.0% | 200.0% | N/A | 200.0% | 60.0% | ||||||||||||||||
TOTALS | 100% | 114.0% |
38 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
Annual Cash Incentive Plan for 2022 | |||||||||||||||||
Metric | Weighted Average Percentage Achieved | Byron L. Boston | Smriti L. Popenoe | Robert S. Colligan (1) | Stephen J. Benedetti (2) | ||||||||||||
Base Salary as of January 1, 2022 | $ | 800,000 | $ | 700,000 | $ | 500,000 | $ | — | |||||||||
Target incentive bonus % | 200% | 175% | 150% | —% | |||||||||||||
Target incentive bonus | $ | 1,600,000 | $ | 1,225,000 | $ | 750,000 | $ | — | |||||||||
Annual Cash Bonus Earned | 114.0% | $ | 1,824,444 | $ | 1,396,840 | $ | 427,604 | $ | — |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 39 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
2022 Long-Term EIP Value(1) | % of 2022 Base Salary | Target # of PSUs(2) | # of RSUs(2) | |||||||||||
Byron L. Boston | $ | 1,600,000 | 200 | % | 66,033 | 33,016 | ||||||||
Smriti L. Popenoe | 1,225,000 | 175 | % | 50,556 | 25,278 | |||||||||
Stephen J. Benedetti (3) | 750,000 | 150 | % | 30,953 | 15,473 | |||||||||
Robert S. Colligan (4) | — | — | % | 0 | 0 |
Metric | Weighting | ||||
Absolute TER | 50% | ||||
Relative TER compared to peer group | 25% | ||||
Relative TSR compared to peer group | 25% | ||||
Absolute TSR/Absolute TER | Vesting cap |
40 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 41 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
42 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 43 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
44 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
Multiple of Base Salary | |||||
CEO | 5x | ||||
President | 4x | ||||
Other Executive Officers | 3x |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 45 |
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED) |
46 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
Summary Compensation Table | |||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||||||||||||||
Byron L. Boston | 2022 | 800,000 | — | 1,480,618 | 1,824,444 | 125,621 | 4,230,683 | ||||||||||||||||
Chief Executive Officer and Co-Chief Investment Officer | 2021 | 750,000 | — | 1,456,957 | 2,095,847 | 173,334 | 4,476,138 | ||||||||||||||||
2020 | 750,000 | — | 890,775 | 2,050,385 | 184,019 | 3,875,179 | |||||||||||||||||
Smriti L. Popenoe | 2022 | 700,000 | — | 1,133,592 | 1,396,840 | 73,292 | 3,303,724 | ||||||||||||||||
President and Co-Chief Investment Officer | 2021 | 575,000 | — | 977,379 | 1,337,879 | 90,060 | 2,980,318 | ||||||||||||||||
2020 | 500,000 | — | 445,388 | 1,025,192 | 80,844 | 2,051,424 | |||||||||||||||||
Robert S. Colligan (4) | 2022 | 229,167 | — | — | 427,604 | 333 | 657,104 | ||||||||||||||||
Executive Vice President, Chief Financial Officer and Secretary | 2021 | — | — | — | — | — | — | ||||||||||||||||
2020 | — | — | — | — | — | — | |||||||||||||||||
Stephen J. Benedetti | 2022 | 375,000 | — | 693,991 | — | 4,223,156 | 5,292,147 | ||||||||||||||||
Former Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2021 | 500,000 | — | 728,469 | 1,036,637 | 85,704 | 2,350,810 | ||||||||||||||||
2020 | 450,000 | — | 445,388 | 922,673 | 83,818 | 1,901,879 |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 47 |
EXECUTIVE COMPENSATION (CONTINUED) |
Byron L. Boston | Smriti L. Popenoe | Robert S. Colligan | Stephen J. Benedetti | |||||||||||
Dividends paid on unvested restricted stock | $91,190 | $38,403 | $— | $33,506 | ||||||||||
Dividends paid on vested restricted share units | 13,048 | 8,753 | — | 6,524 | ||||||||||
Matching contributions to the Company’s 401(k) Savings Plan | 18,300 | 18,300 | — | 18,300 | ||||||||||
HSA Company contributions | 2,208 | — | 333 | — | ||||||||||
Long-term disability insurance premiums | 875 | 875 | — | 810 | ||||||||||
Executive health program | — | 6,961 | — | — | ||||||||||
Separation-related compensation (a) | — | — | — | 4,164,016 | ||||||||||
Total other compensation | $125,621 | $73,292 | $333 | $4,223,156 |
Grants of Plan-Based Awards for 2022 | ||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | |||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||
Byron L. Boston | — | 1,600,000 | 3,200,000 | — | — | — | — | — | ||||||||||||||||||||||||
2/23/2022 | — | — | — | 16,838 | 66,033 | 132,066 | — | 979,105 | ||||||||||||||||||||||||
2/23/2022 | — | — | — | — | — | — | 33,016 | 501,513 | ||||||||||||||||||||||||
Smriti L. Popenoe | — | 1,225,000 | 2,450,000 | — | — | — | — | — | ||||||||||||||||||||||||
2/23/2022 | — | — | — | 12,890 | 50,556 | 101,112 | — | 749,619 | ||||||||||||||||||||||||
2/23/2022 | — | — | — | — | — | — | 25,278 | 383,973 | ||||||||||||||||||||||||
Robert S. Colligan | — | 750,000 | 1,500,000 | — | — | — | — | — | ||||||||||||||||||||||||
Stephen J. Benedetti | — | 750,000 | 1,500,000 | — | — | — | — | — | ||||||||||||||||||||||||
2/23/2022 | — | — | — | 7,892 | 30,953 | 61,906 | — | 458,956 | ||||||||||||||||||||||||
2/23/2022 | — | — | — | — | — | — | 15,473 | 235,035 |
48 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
Outstanding Equity Awards at 2022 Fiscal Year End | |||||||||||||||||
Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) | |||||||||||||
Name | (#) | ($) | (#) | ($) | |||||||||||||
Byron L. Boston | 2/28/20 | 11,706(1) | 148,900 | — | — | ||||||||||||
5/14/20 | 24,062(2) | 306,069 | — | — | |||||||||||||
5/26/21 | 16,981(3) | 215,998 | — | — | |||||||||||||
5/26/21 | — | — | 50,945(6) | 648,020 | |||||||||||||
2/23/22 | 33,016(4) | 419,964 | — | — | |||||||||||||
2/23/22 | — | — | 66,362(7) | 844,125 | |||||||||||||
Smriti L. Popenoe | 2/28/20 | 3,638(1) | 46,275 | — | — | ||||||||||||
5/14/20 | 12,031(2) | 153,034 | — | — | |||||||||||||
5/26/21 | 11,391(3) | 144,894 | — | — | |||||||||||||
5/26/21 | — | — | 34,174(6) | 434,693 | |||||||||||||
2/23/22 | 25,278(4) | 321,536 | — | — | |||||||||||||
2/23/22 | — | — | 50,808(7) | 646,278 | |||||||||||||
Robert S. Colligan(8) | — | — | — | — | — | ||||||||||||
Stephen J. Benedetti(9) | — | — | — | — | — |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 49 |
EXECUTIVE COMPENSATION (CONTINUED) |
Option Exercises and Stock Vested for 2022(1) | ||||||||||||||
Stock Awards | ||||||||||||||
Name | Vesting Date | Vesting Date Stock Price per Share(2) ($) | Number of Shares Acquired On Vesting(3) (#) | Value Realized on Vesting(2) ($) | ||||||||||
Byron L. Boston | 2/28/22 | 15.37 | 20,101 | 308,952 | ||||||||||
5/14/22 | 16.12 | 24,062 | 387,879 | |||||||||||
5/26/22 | 16.35 | 8,364 | 136,751 | |||||||||||
Total | 52,527 | 833,582 | ||||||||||||
Smriti L. Popenoe | 2/28/22 | 15.37 | 6,244 | 95,970 | ||||||||||
5/14/22 | 16.12 | 12,031 | 193,940 | |||||||||||
5/26/22 | 16.35 | 5,611 | 91,740 | |||||||||||
Total | 23,886 | 381,650 | ||||||||||||
Robert S. Colligan (4) | — | — | ||||||||||||
Total | — | — | ||||||||||||
Stephen J. Benedetti | 2/28/22 | 15.37 | 6,244 | 95,970 | ||||||||||
5/14/22 | 16.12 | 12,031 | 193,940 | |||||||||||
5/26/22 | 16.35 | 4,182 | 68,376 | |||||||||||
9/30/22 (5) | 11.65 | 118,132 | 1,376,238 | |||||||||||
Total | 140,589 | 1,734,524 |
50 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 51 |
EXECUTIVE COMPENSATION (CONTINUED) |
Death(2) | Termination Due to Disability | Termination Without Cause or for Good Reason Not in Connection with Change in Control(3) | Termination Without Cause or for Good Reason Following a Change in Control(4)(5) | Termination For Cause or Without Good Reason | Change in Control with no Related Termination | |||||||||||||||
Payments and Benefits(1) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||
Byron L. Boston | ||||||||||||||||||||
Severance(6) | 2,790,225 | — | 5,580,451 | 8,342,774 | — | — | ||||||||||||||
Restricted Stock - Accelerated Vesting(7) | 2,583,076 | 2,583,076 | 2,583,076 | 2,583,076 | — | 1,090,931 | ||||||||||||||
Health & Welfare Benefits(6)(8) | — | — | 39,900 | 59,850 | — | — | ||||||||||||||
Total | 5,373,301 | 2,583,076 | 8,203,427 | 10,985,700 | — | 1,090,931 | ||||||||||||||
Smriti L. Popenoe | ||||||||||||||||||||
Severance(6) | 1,828,304 | — | 2,742,456 | 5,466,628 | — | — | ||||||||||||||
Restricted Stock - Accelerated Vesting(7) | 1,746,710 | 1,746,710 | 1,746,710 | 1,746,710 | — | 665,739 | ||||||||||||||
Health & Welfare Benefits(6)(8) | — | — | 44,791 | 89,582 | — | — | ||||||||||||||
Total | 3,575,014 | 1,746,710 | 4,533,957 | 7,302,920 | — | 665,739 | ||||||||||||||
Robert S. Colligan (8) | ||||||||||||||||||||
Severance(6)(9) | — | — | — | 1,495,000 | — | — | ||||||||||||||
Restricted Stock - Accelerated Vesting | — | — | — | — | — | — | ||||||||||||||
Health & Welfare Benefits(6)(8) | — | — | — | 65,005 | — | — | ||||||||||||||
Total | — | — | — | 1,560,005 | — | — | ||||||||||||||
52 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 53 |
EXECUTIVE COMPENSATION (CONTINUED) |
Year | Summary Comp- ensation Table Total for PEO (1) | Compen- sation Actually Paid to PEO | Average Summary Compen- sation Table Total for non-PEO NEOs(1) | Average Compen- sation Actually Paid to non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based on: | Net Income ($ in thousands) | ||||||||||||||||||||
Total Shareholder Return(2) | Peer Group Total Shareholder Return(2) (3) | Total Economic Return Percentage(4) | ||||||||||||||||||||||||
2022 | $ | 4,230,683 | $3,702,486 | $3,084,333 | $2,907,635 | $101.29 | $69.26 | $143,161 | (9.4) | % | ||||||||||||||||
2021 | 4,476,138 | 4,089,845 | 2,665,564 | 2,504,410 | 119.67 | 94.04 | 102,261 | 2.5 | % | |||||||||||||||||
2020 | 3,875,179 | 4,813,278 | 1,976,652 | 2,327,810 | 117.01 | 81.38 | 177,529 | 15.2 | % |
54 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
Year 2022 | |||||||||||
Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO | Average for non-PEO NEOs | |||||||||
Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $ | (1,480,618) | $ | (609,194) | |||||||
Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,398,422 | 337,235 | |||||||||
Increase for fair value at vesting date of awards that were granted and vested during the year | — | 261,096 | |||||||||
Decrease for change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (401,858) | (78,797) | |||||||||
Decrease for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | (44,143) | (87,038) | |||||||||
Total adjustments | $ | (528,197) | $ | (176,698) |
Year 2021 | |||||||||||
Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO | Average for non-PEO NEOs | |||||||||
Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table as well as amounts reported under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table for the portion of the long-term incentive component of the Executive Incentive Plan earned for performance during the three-year performance period ended December 31, 2021 that was paid in shares of the Company's common stock | $ | (1,623,209) | $ | (887,360) | |||||||
Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,255,337 | 734,894 | |||||||||
Decrease for change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (87,125) | (36,999) | |||||||||
Increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | 68,704 | 28,311 | |||||||||
Total adjustments | $ | (386,293) | $ | (161,154) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 55 |
EXECUTIVE COMPENSATION (CONTINUED) |
Year 2020 | |||||||||||
Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO | Average for non-PEO NEOs | |||||||||
Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $ | (890,775) | $ | (445,388) | |||||||
Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,793,016 | 785,420 | |||||||||
Decrease for change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (6,117) | (1,927) | |||||||||
Increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | 41,975 | 13,053 | |||||||||
Total adjustments | $ | 938,099 | $ | 351,158 |
56 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 57 |
EXECUTIVE COMPENSATION (CONTINUED) |
58 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
EXECUTIVE COMPENSATION (CONTINUED) |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 59 |
PROPOSAL TWO ADVISORY AND NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION |
60 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
PROPOSAL THREE ADVISORY AND NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 61 |
RELATED PERSON TRANSACTIONS |
62 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
PROPOSAL FOUR RATIFICATION OF THE SELECTION OF THE COMPANY’S AUDITORS |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 63 |
For Fiscal Year Ended December 31, | ||||||||
2022 | 2021 | |||||||
Audit Fees(1) | $ | 596,547 | $ | 618,856 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
Total | $ | 596,547 | $ | 618,856 |
64 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 65 |
PROPOSAL FIVE AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK |
66 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
DYNEX CAPITAL, INC. | 2023 PROXY STATEMENT | 67 |
DEADLINES FOR SUBMISSION OF SHAREHOLDER PROPOSALS |
68 | 2023 PROXY STATEMENT | DYNEX CAPITAL, INC. |
Designation | Number of outstanding shares | Number of votes entitled to be cast | ||||||
Common Stock | [●] | [●] |
Voting group | Total undisputed votes FOR | ||||
Holders of Common Stock | [●] |
Signature | |||||||||||
Robert S. Colligan | |||||||||||
Name | Date | ||||||||||
Executive Vice President, Chief Financial Officer, and Secretary | |||||||||||
Title | Corporation’s SCC ID # |
1 Year Dynex Capital Chart |
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