DEF 14A of Dynex Capital Inc
Filed Apr 7, 2026 · FY20250001104659-26-040189
ITEMS OF BUSINESS
| STOCK VESTED | 49 | | POLICIES AND PRACTICES RELATED TO THE TIMING OF GRANTS OF CERTAIN EQUITY AWARDS | 49 | | NON-QUALIFIED DEFERRED COMPENSATION FOR 2025 | 50 | | OTHER COMPENSATION | 50 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 50 | | PAY VERSUS PERFORMANCE | 52 | | Financial Performance Measures | 55 | | CEO PAY RATIO | 56 | | Proposal Two — Advisory and Non-Binding Vote to Approve Executive Compensation | 57 | | REQUIRED VOTE | 57 | | BOARD RECOMMENDATION | 57 | | Audit Committee Matters | 58 |
Election of Directors
Election of Directors The Board of Directors (the “Board of Directors” or the “Board”) of Dynex Capital, Inc. (the “Company”) currently has seven members. In accordance with our Restated Articles of Incorporation (the “Articles of Incorporation”), each member of the Board serves until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies or until his or her earlier death, resignation or removal. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated six of our seven incumbent directors for re-election to hold office until the next annual meeting of shareholders. We expect each director nominee to be able to serve if elected. If a nominee is unable to serve, proxies will be voted in favor of the remainder of the director nominees and may be voted for substitute nominees, unless the Board decides to reduce its total size. The Board believes that each of the director nominees has the proper knowledge, experience, skills, and background necessary to contribute to an effective and well-functioning Board. These attributes along with other information about each nominee is set forth on the following pages in this Proxy Statement (this “Proxy Statement”).
Required Vote
Required Vote In uncontested elections, directors are elected under the Company’s majority vote standard. For each nominee, the number of votes cast “for” the nominee must exceed the number of votes cast “against” the nominee. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome. In contested elections, directors are elected by a plurality of the votes cast.
Board Recommendation
Board Recommendation
Board Recommendation
| | After a review of the individual qualifications and experiences of each of our director nominees and their contributions to our Board, our Board has determined unanimously to recommend that shareholders vote “FOR” the six director nominees named in this proxy statement. |
Our Director Nominees
Our Director Nominees Our Board currently consists of the following seven members: Byron L. Boston, Marie Chandoha, Julia L. Coronado, Alexander I. Crawford, Andrew I. Gray, Joy D. Palmer, and Smriti L. Popenoe. Each current director, other than Ms. Palmer, has been nominated for election at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Ms. Palmer notified the Company earlier this year that she did not intend to stand for re-election at the Annual Meeting. Ms. Palmer plans to remain on the Board until the Annual Meeting. We would like to extend our appreciation to Ms. Palmer for her dedicated service on the Board and many contributions to the Company. We wish her well in her future endeavors. In addition to the information presented below regarding each director nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees are aligned with our purpose of making lives better through careful stewardship of individuals’ savings, providing financing for and strengthening the communities we serve. Further, we believe our director nominees demonstrate our core values of delivering value, building trust, being curious, and being kind. They each have displayed exceptional business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board. Finally, we value their significant experience on other boards and board committees. Unless otherwise indicated, the business experience and principal occupations shown for each director has extended five or more years. We are not aware of any family relationship among any director or executive officer; nor are we aware of any involvement of any director or executive officer, currently or in the past 10 years, in any legal proceedings that would be material to an evaluation of the ability or integrity of any director or executive officer.
Our Director Nominees
| 4 | Dynex Capital, Inc. |
Our Director Nominees
| NOMINEE | AGE | INDEPENDENT | TENURE | | Byron L. Boston | 67 | | 14 years | | Marie Chandoha | 64 | • | 2 years | | Julia L. Coronado | 57 | • | 5 years | | Alexander I. Crawford | 59 | • | 2 years | | Andrew I. Gray | 60 | • | 2 years | | Smriti L. Popenoe | 57 | | 3 years |
Our Director Nominees
| Dynex Capital, Inc. | 5 |
Director Nominee Biographies
Director Nominee Biographies
Director Nominee Biographies
| Byron L. Boston | 67 Chairman of the Board and Co-Chief Executive Officer Director Since: 2012 Chairman Since: 2023 Committees: • Investment (Chair) • Risk Other Current Boards: NAREIT Advisory Board of Governors, Harry Frank Guggenheim Foundation, African Wildlife Foundation | | | | | | | | Key Skills: | | Leadership and Strategy | | Finance and Accounting | | Public Company Governance | | | | Risk Management | | Human Capital Management and Executive Compensation | | Capital Markets & M&A | | | | Capital and Portfolio Management | | Financial Services and Industry Knowledge | | Government Policy and Regulatory |
Director Nominee Biographies
Byron L. Boston joined the Board in 2012 and was appointed to the role of Chairman in December 2023. Byron has served as our Co-Chief Executive Officer since July 2024, and previously served as Chief Executive Officer from January 2014 to June 2024, as President from March 2012 to December 2020, and as Chief/Co-Chief Investment Officer from April 2008 until December 2023. Byron leads the strategic operations that have resulted in long-term net gains and significant economic return for investors. BUSINESS LEADERSHIP: Byron brings over 40 years of leadership experience and has an extensive background in U.S. real estate finance, asset management/investment banking, and fixed-income capital markets. Byron was successful in building Sunset Financial Resources, a mortgage REIT specializing in high-quality residential and commercial loans and securities, and instrumental in growing Dynex’s business after he joined the Company in 2008. Byron leverages this extensive experience and deep understanding of Dynex’s growth and strategy to guide the Company’s business operations and disciplined investment approach. As Co-CEO and Chairman of Dynex’s Board of Directors, he also helps drive continued collaboration between the Company’s executive leadership team and Board. MORTGAGE-BACKED SECURITY EXPERIENCE: Over the course of his career, Byron has gained significant experience in the debt and equity capital markets. During his six years at Freddie Mac, he developed and led the initial investment plan to grow the company’s retained portfolio. Previously, Byron spent over a decade at Credit Suisse First Boston as a fixed income bond trader specializing in mortgage-backed securities and over two years at Lehman Brothers as a mortgage-backed securities bond trader. BACKGROUND: Byron currently serves on multiple non-profit boards in advisory and leadership capacities including the National Association of Real Estate Investment Trusts (“NAREIT”) on the Advisory Board of Governors and as Chair of the mREIT Council, representing the industry on a national level. Byron previously served on the board of the Mortgage Bankers Association and on the board of the Salzburg Global Seminar where he served as the Chair of the Investment Committee and the Chair of the Finance Committee. Byron received 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.
Director Nominee Biographies
| 6 | Dynex Capital, Inc. |
Director Nominee Biographies
| Marie Chandoha | 64 Director Since: 2024 Committees: • Nominating and Corporate Governance (Chair) • Audit • Investment • Risk Other Current Public Boards: Macy’s, Inc. (NYSE:M), State Street Corporation (NYSE:STT) | | | | | | | | Key Skills: | | Leadership and Strategy | | Finance and Accounting | | Public Company Governance | | | | Technology, Cybersecurity, & AI | | Risk Management | | Human Capital Management and Executive Compensation | | | | Capital Markets & M&A | | Capital and Portfolio Management | | Financial Services and Industry Knowledge | | | | Government Policy and Regulatory | | | | |
Director Nominee Biographies
Marie Chandoha joined the Board in June 2024. BUSINESS LEADERSHIP: Marie brings 40 years of financial services leadership experience as a former Chief Executive Officer and senior executive in the financial services industry, in addition to currently serving on public company boards. She has a track record of transforming previously underperforming businesses, scaling them and creating value. Most recently, Marie spent nearly a decade as the President and CEO of Charles Schwab Investment Management from 2010 to 2019, where she played an essential role in evolving the business into an innovative and winning competitor. During her tenure, she doubled the business’s assets under management to $400 billion, which made it one of the top asset gatherers in the industry. FINANCIAL SERVICES AND TECHNOLOGY: Beyond Charles Schwab Investment Management, Marie’s career in financial services has spanned executive roles at major global financial institutions. As Managing Director and Global Head of Fixed Income Business at BlackRock, Marie drove innovation in the ETF market and led a global $440 billion investment management business. In addition, Marie was the Co-Head and Senior Portfolio Manager of Montgomery Fixed Income at Wells Fargo Asset Management for over eight years, where she grew and scaled the business from $1 billion to $16 billion in assets under management. At Wells Fargo, she focused on managing bond portfolios, primarily for institutional investors. Her core competencies include finance, investment management, strategy, regulatory dynamics and risk management, among others. GOVERNANCE: Marie serves on the board of Macy’s, Inc., where she is a member of the Audit and Finance committees, and the board of State Street Corporation, where she is a member of the Examining and Audit, Executive, Risk, and Technology and Operations committees. BACKGROUND: Marie received a B.A. degree in economics from Harvard University.
Director Nominee Biographies
| Dynex Capital, Inc. | 7 |
Director Nominee Biographies
| Julia L. Coronado | 57 Lead Independent Director of the Board Director Since: 2020 Committees: • Compensation (Chair) • Nominating and Corporate Governance • Investment Other Current Public Boards: Robert Half (NYSE:RHI) | | | | | | | | Key Skills: | | Leadership and Strategy | | Finance and Accounting | | Public Company Governance | | | | Risk Management | | Human Capital Management and Executive Compensation | | Capital Markets & M&A | | | | Capital and Portfolio Management | | Financial Services and Industry Knowledge | | Government Policy and Regulatory |
Director Nominee Biographies
Julia L. Coronado, Ph.D. joined the Board in October 2020 and was appointed as Lead Independent Director in December 2023. FINANCIAL EXPERIENCE: 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. Since 2018, she has served as Clinical Associate Professor of Finance at the University of Texas at Austin. From 2014 to 2017, Julia was the Chief Economist at Graham Capital Management where she managed a global economic forecast, advised portfolio managers, and participated in risk and investment committees. Additionally, she spent 10 years in the banking industry, first as a Senior US Economist at BNP Paribas and then at Barclays as Senior US Economist. Julia also 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 from 1997 to 2006. FINANCIAL ADVISORY EXPERIENCE: Julia brings over 30 years of experience in international and domestic market economics, fiscal and monetary policy, and global economic forecasting. She is a regular commentator in financial media (including CNBC, Bloomberg, Marketplace, and the Wall Street Journal). Julia has also represented the United States at the Organization for Economic Cooperation & Development and testified before Congress on Social Security reform and digital currency developments. Her experience across these areas, as well as her service on other public company and advisory boards, allows her to provide significant insight to help guide the Company’s business strategy and enable it to thrive in a complex macroeconomic environment. BACKGROUND: Julia is an independent director on the board of Robert Half, an international staffing and consulting firm, where she serves on the Audit and Nominating and Governance committees. Julia is a 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. She received a B.A. in Economics from the University of Illinois and a Ph.D. in Economics from the University of Texas at Austin.
Director Nominee Biographies
| 8 | Dynex Capital, Inc. |
Director Nominee Biographies
| Alexander I. Crawford | 59 Director Since: March 2024 Committees: • Audit • Compensation • Investment • Risk (Chair) | | | | | | | | Key Skills: | | Leadership and Strategy | | Finance and Accounting | | Public Company Governance | | | | Technology, Cybersecurity, & AI | | Risk Management | | Capital Markets & M&A | | | | Capital and Portfolio Management | | Financial Services and Industry Knowledge | | Government Policy and Regulatory |
Director Nominee Biographies
Alexander I. Crawford joined the board in March 2024. BUSINESS LEADERSHIP, FINANCIAL SERVICES, AND TECHNOLOGY EXPERIENCE: Alexander brings extensive financial knowledge and expertise across the broad financial ecosystem, including global multi-asset risk management, public and private equity, credit, and tail-risk hedging. He is also recognized as a thought leader in the risk management of artificial intelligence (“AI”). As the founder, Chairman, and CEO of Artificial Intelligence Risk, Inc. since 2023, Alexander created a governance, risk, compliance, and cybersecurity platform for corporate AI and developed incisive data-driven analytics and quantitative tools to analyze and mitigate risks through innovative strategies. He also serves as an advisory board member of Economic, Inc., a data intelligence company that measures corporate environmental, health, and safety performance. Alexander is a thought leader on making AI effective, safe, and ethical and has written extensively on the topic. His background and expertise will help strengthen Dynex’s technology capabilities and position in an evolving financial services industry. ADDITIONAL PROFESSIONAL EXPERIENCE: Alexander also brings to our Board extensive experience and expertise in risk management and compliance. He served in a number of senior risk management roles, including most recently as Partner and Chief Investment Risk Officer at Lord, Abbett & Co. LLC (“Lord Abbett”) from 2012 to 2022, and is now a Limited Partner there. As the Chief Investment Risk Officer, Alexander engaged with global regulators on various topics. He is well-respected by his peers and regulators and sat on numerous industry working groups during his tenure, such as leading the LIBOR transition effort at Lord Abbett. He was responsible for writing detailed regulatory policies and procedures for the U.S. and Europe and continues to engage globally on complying with existing and creating new policies regarding AI with governments, regulators, companies, and NGOs. In addition, Alexander was a charter member of Lord Abbett’s ESG committee and has written extensively on the intersection of sustainability, ESG, and AI. He is the lead author of a forthcoming white paper using a data-driven approach that focuses on broadening sustainability to look at important sustainability metrics beyond simply greenhouse gases. BACKGROUND: Alexander earned a B.S. in Computer Science from Harvard University. He has been a senior executive at major financial institutions, including Goldman Sachs, Morgan Stanley, Deutsche Bank, and RBS, for over 10 years. He has focused extensively on MBS throughout his career, and his MBS research has appeared in numerous publications. His 35-year career will offer significant insights for the Company’s business and make him a valuable member of the Board.
Director Nominee Biographies
| Dynex Capital, Inc. | 9 |
Director Nominee Biographies
| Andrew I. Gray | 60 Director Since: March 2024 Committees: • Audit • Compensation • Investment • Nominating and Corporate Governance • Risk | | | | | | | | Key Skills: | | Leadership and Strategy | | Finance and Accounting | | Public Company Governance | | | | Technology, Cybersecurity, & AI | | Risk Management | | Human Capital Management and Executive Compensation | | | | Capital Markets & M&A | | Capital and Portfolio Management | | Financial Services and Industry Knowledge | | | | Government Policy and Regulatory | | | | |
Director Nominee Biographies
Andrew I. Gray joined the board in March 2024. Andrew is currently an Executive Advisor at MyNextSeason and has served on the Board of Trustees of the Global Association of Risk Professionals (GARP) since March 2017. Andrew has over 30 years of leadership experience across the financial services industry, including profit and loss management, strategy, finance, risk, and technology. He has a strong track record in guiding leadership teams and advising boards on business growth, operational improvement and risk, and regulatory compliance. RISK PROFESSIONAL EXPERIENCE: Most recently, Andrew served as the Group Chief Risk Officer (“CRO”) and Management Committee member for The Depository Trust and Clearing Corporation (the “DTCC”) from 2015 to 2022. Over his tenure he transformed the global risk function and drove significant improvements in market, liquidity, credit, and non-financial risk capabilities, including cybersecurity, business continuity, data management, and operational risk. With his extensive background in the financial services and risk management industries, he plays a crucial role in helping guide Dynex’s operational and growth strategy. BUSINESS LEADERSHIP EXPERIENCE: Prior to his CRO role, Andrew led DTCC’s core businesses, including Clearance and Settlement of Equities and Fixed Income products, Asset Services, Wealth Management Services, Insurance & Retirement Services, Institutional Trade Processing and Data Services. He had responsibility for P&L management, strategy development and execution, rollout of new business and industry initiatives, M&A transactions, and implementation of enhanced processes for business risk management. Previously, Andrew spent over a decade at Merrill Lynch in senior leadership roles, including COO of the firm’s Latin America and Canada business, Managing Director of Strategy and Business Development, and the Head of Corporate Planning for the enterprise. In these roles, he gained valuable experience in business restructuring and management, strategy development and execution, new business development, financial reporting, planning and analysis, technology transformation, and crisis management. TECHNOLOGY EXPERIENCE: Andrew started his career at Booz Allen & Hamilton, where, as a member of the Information Technology Group, he led consultant teams supporting financial services clients around the world. In his industry roles, he has led technology transformation projects and, as CRO for DTCC, drove major investments in resilience and cybersecurity. BACKGROUND: In addition to his current service as a GARP Board Trustee, Andrew chaired and served on DTCC subsidiary boards and was a Board Member of the International Securities Services Association. He received a Bachelor of Science in Mechanical Engineering from the Massachusetts Institute of Technology and also has a Master of Government Administration from the University of Pennsylvania.
Director Nominee Biographies
| 10 | Dynex Capital, Inc. |
Director Nominee Biographies
| Smriti L. Popenoe | 57 Co-Chief Executive Officer and President Director Since: 2023 Committee: • Investment Other Current Boards: Stress Indicators Incorporated | | | | | | | | Key Skills: | | Leadership and Strategy | | Finance and Accounting | | Public Company Governance | | | | Risk Management | | Human Capital Management and Executive Compensation | | Capital Markets & M&A | | | | Capital and Portfolio Management | | Financial Services and Industry Knowledge | | |
Director Nominee Biographies
Smriti L. Popenoe joined the Board in September 2023. Smriti first joined Dynex as Chief Investment Officer in 2014 and also took on the role of President in 2020. In July 2024, she was promoted to serve alongside Mr. Boston as Co-Chief Executive Officer in addition to her role as President of Dynex. Smriti is accountable for the raising, deployment, and management of the Company’s capital and leads the team that oversees the Company’s investment portfolio, associated hedges, and financing arrangements. LEADERSHIP EXPERIENCE: Smriti brings over 13 years of C-Suite experience and expertise in risk management, investment leadership, and best practices in portfolio optimization. In addition to her 10 years serving on Dynex’s leadership team, she previously served as Chief Risk Officer at PHH Corporation, a leading provider of mortgage banking and fleet management outsourcing services. She currently serves on the board of Industrial Indicators, Inc. (d/b/a SmartBolts). FINANCIAL SERVICES AND PORTFOLIO MANAGEMENT EXPERIENCE: Smriti has three decades of experience in the financial services and risk management industries. Most recently, Smriti served from 2020 to 2024 as the Chair of the Investment Committee of the Mortgage Bankers Association. From 2006 to 2009, Smriti was Senior Vice President at Wells Fargo (then known as Wachovia Bank), where she managed its more than $100 billion investment portfolio and led the team through the financial crisis of 2009. From 2003 to 2006, she served as Senior Vice President, Investments with Sunset Financial Resources, a startup REIT. She managed an investment portfolio of $400B fixed-rate MBS and whole loans while with Freddie Mac at the beginning of her career. BACKGROUND: Smriti received the Chartered Financial Analyst (CFA) designation in 1997 and holds three degrees: a B.S. in Chemistry and Environmental Science from St. Joseph’s College in Bangalore, India, an MBA from the University of Rochester and a Master’s-level French diploma from the Alliance Française. Smriti is committed to building winning teams and mentoring young professionals while pursuing her passion for the environment, personal growth, and lifelong learning.
Director Nominee Biographies
| Dynex Capital, Inc. | 11 |
Our Board of Directors
Our Board of Directors Our Board is elected by our shareholders to oversee our business and affairs. The Board advises and counsels management regarding the long-term interests of the Company, our shareholders, and other stakeholders regarding a broad range of subjects. The Board and its Committees also perform a number of specific functions, such as:
Our Board of Directors
| BOARD OF DIRECTOR AND COMMITTEE RESPONSIBILITIES | • Selecting, evaluating performance of, and compensating the Co-Chief Executive Officers, overseeing Chief Executive Officer succession planning, and providing counsel and oversight on the selection, evaluation, development, and compensation of senior management • Reviewing, approving, and monitoring fundamental financial and business strategies, including: • our annual plan and longer-term strategic plans • significant capital expenditures and uses of the Company’s funds • other major corporate actions | • Ensuring processes are in place for maintaining: • the integrity of the Company, the integrity of its financial statements • the integrity of its compliance with laws, rules, regulations, and ethics • the integrity of its relationships with stakeholders • Assessing major risks facing the Company and reviewing options for their management and mitigation • Regularly reviewing the Company’s: • culture and performance • governance policies |
Director Compensation
Director Compensation Director compensation is reviewed and approved by the Board based on recommendations of the Compensation Committee. The Compensation Committee reviews director compensation annually in an effort to determine if the Company pays competitive compensation to attract and retain highly qualified directors and appropriately aligns directors’ interests with the long-term interests of the Company’s shareholders. In 2025, Ferguson Partners Consulting L.P. (“FPC”) conducted a review of the Company’s non-employee director compensation program compared to several peer companies with reasonably similar market capitalization and business strategy. On the basis of the review by FPC, the Board approved a compensation program for non-employee directors for the period following the 2025 Annual Meeting of Shareholders through our 2026 Annual Meeting of Shareholders. The table below summarizes the annual compensation for the Company’s independent, non-employee directors during 2025. Each compensation element is discussed in the text following the table.
Director Compensation for 2025*
Director Compensation for 2025*
Director Compensation for 2025*
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Marie Chandoha | 124,105 | 242,048 | — | 366,153 | | Julia L. Coronado | 149,127 | 190,441 | 7,518 | 347,086 | | Alexander I. Crawford | 120,909 | 144,736 | 7,518 | 273,163 | | Andrew I. Gray | 124,105 | 144,736 | 7,518 | 276,359 | | Joy D. Palmer | 136,825 | 190,441 | 7,518 | 334,784 |
Director Compensation for 2025*
* Columns for “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Non-qualified Deferred Compensation Earnings” have been omitted because they are not applicable. (1) The amounts in this column reflect the grant date fair value of grants of restricted stock units (“RSUs”) to each listed director under the Company’s 2025 Stock and Incentive Plan (the “2025 Plan”), calculated in accordance with ASC Topic 718. The grant date fair value of the RSUs is based on the closing price of the Company’s common stock on the grant date of May 23, 2025 for each of Messrs. Crawford and Gray and Mses. Chandoha, Coronado, and Palmer. The amounts in this column also reflect the grant date fair value on May 23, 2025 of the following number of RSUs granted to each of the respective directors for past service on the Board for which they had not previously received an equity retention grant: Ms. Chandoha, 9,877 RSUs; Ms. Coronado, 5,522 RSUs; Mr. Crawford, 1,665 RSUs; Mr. Gray, 1,665 RSUs; and Ms. Palmer, 5,522 RSUs. The amounts in this column reflect dividends paid in 2025 on unvested restricted stock held by the directors. Ms. Chandoha, who joined the Board in June 2024 after the annual equity grants of restricted stock were made to non-employee directors in 2024, received RSUs under the 2025 Plan after it was adopted at the 2025 Annual Meeting of Shareholders.
Director Compensation for 2025*
| Dynex Capital, Inc. | 27 |
Director Compensation for 2025*
Under the most recently approved non-employee director compensation program, the following Board and Committee retainer fees were paid to the relevant non-employee directors:
Director Compensation for 2025*
| Non-Employee Director Compensation | Annual Retainer ($) | | Annual Retainer Fee (Cash) | $100,000 | | Annual Retainer Fee (RSUs) | $125,000 | | Lead Independent Director | $30,000 |
Director Compensation for 2025*
| Committee Service | Chair | Member | | Audit Committee | $30,000 | $10,000 | | Compensation Committee | $25,000 | $10,000 | | Nominating and Corporate Governance Committee | $20,000 | $10,000 | | Risk Committee | $20,000 | $10,000 |
Director Compensation for 2025*
We also compensate our non-employee directors an additional $1,000 for each meeting of the Board attended above 15 meetings per year and an additional $1,000 for each meeting of a Board Committee attended above 15 meetings per year. Further, we reimburse all directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board and its Committees. In May 2025, each non-employee director received an annual equity award of RSUs in the amount of approximately $125,000. The number of RSUs granted to each non-employee director for such annual equity award totaled 10,549 RSUs, which was based on the closing price of the common stock on the date of grant, rounded up in the case of a fractional share. These RSU awards were granted under the 2025 Plan and generally vest at the end of one year, provided that the director continues to serve as a member of the Board through the applicable vesting date and subject to acceleration of vesting in the event of a Change in Control (as defined in the 2025 Plan) prior to the scheduled vesting date. Any RSUs that vest will be paid in shares of the Company’s common stock. Dividend equivalents will accrue on the RSUs and will be paid in cash to the non-employee director only if and to the extent the RSUs vest.
Non-Qualified Deferred Compensation for 2025
Non-Qualified Deferred Compensation for 2025 The Company does not have a non-qualified deferred compensation plan.
Non-Qualified Deferred Compensation for 2025
| 28 | Dynex Capital, Inc. |
EXECUTIVE SUMMARY
EXECUTIVE SUMMARY Our pay-for-performance philosophy and key principles of our executive compensation program aligned with our performance objectives for the 2025 fiscal year. As discussed further below, along with a competitive base salary, the Company provides annual incentives through an annual cash incentive plan (the “Cash Incentive Plan”) and long-term equity incentive compensation (“EIC”) issued under the 2025 Stock and Incentive Plan (the “2025 Plan”), which are structured to incentivize the Company’s executive officers to achieve corporate and individual objectives and align their interests with those of our shareholders, in the near term and over the longer term, respectively.
Compensation Objective and Philosophy
Compensation Objective and Philosophy Our executive compensation program is designed to attract, motivate and retain highly skilled employees who will manage the Company in a manner to: • preserve our capital; • generate positive economic return to our shareholders in the form of dividends, book value stability and potential growth; • advance the interests of our shareholders; and • maintain a culture of integrity and ensure that our compensation practices do not promote or motivate excessive risk taking by our employees. We incorporate a pay-for-performance philosophy in our compensation programs by linking incentive compensation to our operating performance and the attainment of financial, operational, and strategic objectives. We also actively promote the ownership of Company stock by our executive officers, including formal stock ownership guidelines and maintaining a compensation program focused on time-based, and performance-based, vesting equity awards. The Compensation Committee understands that the specialized nature and complexities of the Company’s business, and in particular its investment, financing, capital and risk management activities and REIT structure, require individuals with unique experience and skills. The Compensation Committee also understands the potential volatility in the Company’s performance given its use of leverage in its business model and the Company’s exposure
Executive Compensation Practices
| Our pay practices do not include: | • Tax Gross-Ups — We provide no tax gross-ups. • Pledging of Owned Shares — We prohibit our employees and directors from pledging their owned shares. • Single-Trigger Vesting — We do not provide for “single trigger” accelerated vesting of equity awards upon a change in control. | • Derivatives Trading and Hedging — We prohibit our employees and directors from engaging in any derivatives trading or hedging transactions associated with their holdings of Company stock. |
Executive Compensation Practices
Program Design. Our compensation program is designed to provide compensation that is competitive and helps us to attract and retain premium talent that reflects both the Company’s and the individual’s performance in achieving our goals and objectives. The Compensation Committee seeks to establish compensation practices that provide an appropriate mix of short-term and long-term incentive compensation that strikes a balance between recognition of recent performance and aligning the interests of management on a longer-term basis with that of the Company’s shareholders. The Compensation Committee also believes that it is important to pay a meaningful amount of incentive compensation in equity in order to align executive compensation with shareholder performance, as reflected in the 2025 grants under the 2025 Plan. Pay-for-Performance. The primary elements of our compensation program are base salary, annual performance-based cash incentive compensation, long-term time-based and performance-based equity compensation, and to a lesser extent, other benefits. These components of executive compensation are used together to strike an appropriate balance between cash and stock-based compensation, between short-term and long-term incentives and between guaranteed and variable compensation. As part of our pay-for-performance compensation philosophy, we expect a meaningful portion of an executive officer’s total compensation to be variable, tied to our annual and long-term performance and the creation and protection of shareholder value, and subject to ongoing employment at the Company. We believe that incentive compensation should be dependent upon corporate and individual performance for the applicable performance
HOW EXECUTIVE PAY LEVELS ARE DETERMINED
HOW EXECUTIVE PAY LEVELS ARE DETERMINED The Compensation Committee is responsible for the development, oversight and implementation of our compensation program for our executive officers. The Compensation Committee consists entirely of non-employee, independent members of our Board and operates under a written charter approved by the Board. Information on the Compensation Committee’s processes and procedures for the consideration and determination of executive and director compensation is included under the captions “Corporate Governance — Board Committees — Compensation Committee” and “— Director Compensation.” The Compensation Committee annually reviews our executive compensation program and its elements. All decisions by the Compensation Committee relating to the compensation of our executive officers are reported to the full Board and, in the case of the Co-Chief Executive Officers’ compensation, are approved by the independent directors of the Board. The Compensation Committee periodically solicits input from FPC and management for information related to peer company compensation and performance. The Compensation Committee also reviews management’s calculations of the achievement of quantitative performance metrics and management’s observations with respect to the achievement of qualitative performance goals. In determining the compensation of our executive officers, the Compensation Committee evaluates total overall compensation (for our executive officers as well as our entire employee base), as well as the mix of salary and incentive compensation, using a number of factors including the following: • historical cash and equity compensation levels; • the financial performance of the Company primarily as measured by changes in book value per common share and total economic return (defined as dividends per share and the change in book value per common share divided by beginning book value per common share); • the operating performance of the Company; • the performance of the executive officers, as determined by the Compensation Committee; and • comparative industry and market data. With respect to comparative industry data, with assistance from management and FPC, the Compensation Committee periodically reviews executive salaries, compensation structures and the financial performance of comparable companies in a designated peer group recommended by FPC. The peer group used for comparison purposes may change from year to year but focuses principally on internally managed public mortgage REITs that have a similar market capitalization and/or have a similar business to ours or that are similar to the Company in asset management and investment complexity. In 2025, the Compensation Committee engaged FPC to examine market compensation practices among comparably sized companies and real estate financed-focused REITs to assist in updating the compensation program for the Company’s executive officers. The Compensation Committee, with input from FPC, developed a compensation peer group that included real estate finance companies similar to us based on business strategy, asset class focus,
HOW EXECUTIVE PAY LEVELS ARE DETERMINED
and size and executives with similar skills and experience as our executives. The compensation peer group consisted of Adamas Trust, Inc. (formerly, New York Mortgage Trust), Arbor Realty Trust, Inc., Chimera Investment Corporation, MFA Financial Inc, Pennymac Mortgage Investment Trust, Redwood Trust, Two Harbors Investment Corporation, and Walker & Dunlop, Inc. The peer mortgage REITs consisted of both commercial and residential mortgage REITs. Externally managed mortgage REITs have been excluded from our compensation peer group due to the limited publicly available comparative compensation data for their executives. The compensation peer group data is intended to provide the Compensation Committee with insight into market pay levels, market trends, governance practices, and industry performance. The compensation analysis for each compensation peer group combined to provide an overview of typical compensation components (e.g., base salaries, annual bonuses and long-term equity incentives), as well as the range of compensation levels by position. The Compensation Committee continues to use the compensation peer group for evaluating market compensation practices, updated, as necessary, to exclude companies that were acquired. The Compensation Committee uses compensation peer group data for informational purposes and to assess the competitiveness of each NEO’s overall compensation, which is one aspect of the Compensation Committee’s decision-making process.
COMPENSATION DECISIONS MADE IN 2025
Annual Cash Incentive Compensation. The Cash Incentive Plan begins each January 1 and is an annual bonus plan, paid solely in cash, with a target incentive opportunity for the executive officers set forth in the table below. The plan uses a mix of quantitative and qualitative objectives with a combination of fixed and variable weightings for the metrics selected. The Compensation Committee views the Cash Incentive Plan as a clearly established cash incentive compensation framework for executive officers that is appropriately aligned with the interests of shareholders. The Compensation Committee believes that the 2025 performance metrics under the Cash Incentive Plan aligned with the Company’s compensation objectives and philosophy to incentivize management to create shareholder value without incentivizing inappropriate risk taking. Incentive compensation under the Cash Incentive Plan is designed to be performance based and is not guaranteed to be paid in any year. Individuals serving as executive officers each year are eligible to participate in the Cash Incentive Plan. For 2025, the participants were Mr. Boston, Ms. Popenoe, and Mr. Colligan. The table below summarizes the target and maximum incentive opportunities granted to our executive officers under the Cash Incentive Plan for 2025 as percentages of base salary as of December 31, 2025:
COMPENSATION DECISIONS MADE IN 2025
| Annual Cash Incentive Plan for 2025 | | | | | | | | | Performance Metric/Objective | | Performance Target | | | Value Achieved | Percentage of Target Achieved | Weighted Average Percentage Achieved | | | Weighting | Minimum | Target | Maximum | | | | | Absolute Total Economic Return | 22.5% | 0% | 8% | 12% | 21.6% | 200% | 45% | | Relative Total Shareholder Return | 22.5% | 25% | 55% | 100% | 66.6% | 125.8% | 28.3% | | Corporate/ Individual Objectives: | | | | | | | | | Capital Growth | 25% | $50 million | $120 million | $250 million | $1.2 billion | 200% | 50% | | Strategic Goals(1) | 30% | — | — | — | — | 180.3% | 54.1% | | Totals | 100% | | | | | | 177.4% |
COMPENSATION DECISIONS MADE IN 2025
| Annual Cash Incentive Plan for 2025 | | | | | | Metric | Weighted Average Percentage of Target Achieved | Byron L. Boston | Smriti L. Popenoe | Robert S. Colligan | | Base Salary as of December 31, 2025 | | $900,000 | $900,000 | $560,000 | | Target incentive bonus % | | 200% | 200% | 175% | | Target incentive bonus | | $1,800,000 | $1,800,000 | $980,000 | | Maximum incentive bonus % | | 400% | 400% | 350% | | Maximum incentive bonus | | $3,600,000 | $3,600,000 | $1,960,000 | | Annual Cash Bonus Earned | 177.4% | $3,192,480 | $3,192,480 | $1,738,128 |
LONG-TERM EQUITY INCENTIVE COMPENSATION
LONG-TERM EQUITY INCENTIVE COMPENSATION Long-term EIC for 2025 issued under the plans consists of grants of time-based RSUs and grants of PSUs with a three-year performance period. The Compensation Committee determined the following values for the 2025 long-term EIC grants under the plans for each executive officer, allocating 60% to PSUs and 40% to RSUs:
LONG-TERM EQUITY INCENTIVE COMPENSATION
| | 2025 Long-Term EIC Value(1) | Target # of PSUs(2) | # of RSUs(2) | | Byron L. Boston | $3,100,000 | 151,444 | 94,914 | | Smriti L. Popenoe | 3,100,000 | 151,444 | 94,914 | | Robert S. Colligan | 1,400,000 | 68,394 | 45,596 |
LONG-TERM EQUITY INCENTIVE COMPENSATION
(1) Long-term EIC values are based on the target long-term EIC percentage for each executive and such executive’s base salary as of January 1, 2025. For the 2025 grants, the target long-term EIC percentage for Mr. Boston and Ms. Popenoe was 344% and for Mr. Colligan was 250%. (2) The number of units awarded was calculated using the average closing price of the common stock for the 20 trading days ending on the grant date. The RSUs are time-based awards that vest in approximately equal installments over three years. Any RSUs that vest will be paid in shares of the Company’s common stock. Dividend equivalents will accrue on the RSUs and will be paid in cash to the executive officer only if and to the extent the RSUs vest. As described below, if an executive officer’s employment is terminated due to an involuntary termination without cause or for good reason, due to death, or disability, or the executive officer retires after reaching 65 years of age and has been employed by the Company a minimum of 10 years, any unvested RSUs will automatically vest in full on the date of the executive officer’s retirement, provided (except in the event of death) that the executive officer signs and does not revoke a release agreement. The PSUs cliff vest at the end of a three-year performance period based on the achievement of absolute and relative total economic return (“TER”), subject to the vesting cap based on the Company’s absolute TER and total shareholder return (“TSR”), as noted in the following table:
LONG-TERM EQUITY INCENTIVE COMPENSATION
| Metric | Weighting | | Absolute TER | 50% | | Relative TER compared to peer group | 50% | | Absolute TSR/Absolute TER | Vesting cap |
LONG-TERM EQUITY INCENTIVE COMPENSATION
The Compensation Committee established these metrics as the most critical performance metrics for the Company over the long term and in accordance with the Company’s compensation objectives and philosophy regarding shareholder alignment as described above. The Compensation Committee selected a performance peer group
LONG-TERM EQUITY INCENTIVE COMPENSATION
| 40 | Dynex Capital, Inc. |
LONG-TERM EQUITY INCENTIVE COMPENSATION
consisting of AGNC Investment Corp., Annaly Mortgage Corporation, Inc., Armour Residential REIT, Inc., Invesco Mortgage Capital, Inc., Orchid Island Capital, Inc., and Two Harbors Investment Corp., mortgage REITs with business models similar to the Company’s current or anticipated business model, and excluded certain credit-risk oriented mortgage REITs. The peer group used to measure performance is different than the peer group used to establish compensation levels, since the companies listed directly above have very similar portfolios but range in size from much larger than Dynex to much smaller. In addition, several of the companies listed directly above are externally managed and have not disclosed compensation for their executives, while still being a performance peer and investing in similar assets. The Compensation Committee established threshold, target, and maximum performance levels for each performance metric, as well as a vesting cap limiting the vesting of the applicable portion of the PSUs to target level if the Company’s absolute TER or TSR for the performance period is negative. In establishing the performance metrics and levels, the Compensation Committee considered multiple factors including the macroeconomic environment, the Company’s outlook with respect to its earnings profile, investment opportunities, the mortgage market, and expectation for U.S. and global monetary policy. For the absolute TER performance metric, the Compensation Committee established an annualized TER target of 8% with a threshold of 0% annually and a maximum of 12% annually. In establishing these targets, the Compensation Committee intends to provide meaningful targets and goals without incentivizing management to take excessive risk. For the relative TER performance measure, the Compensation Committee established threshold, target, and maximum peer rankings of the 25th percentile, 55th percentile, and 100th percentile, respectively. To determine the level of PSUs earned, after the end of the three-year performance period, the Compensation Committee will determine the level of performance achieved with respect to each of the performance metrics. Performance for each metric can range from 0-200% of the target number of PSUs, based on the achievement over the three-year performance period ending December 31, 2027 for the PSUs granted in 2025. Any PSUs earned based on the achievement with respect to such goals will vest on January 3, 2028, and be paid, in the ordinary course, in shares of the Company’s common stock by March 15, 2028. Dividend equivalents will accrue on the PSUs and will be paid in cash to the executive officer only if and to the extent the PSUs vest. As described below, in the event an executive officer incurs an involuntary termination without cause or for good reason, retires after reaching 65 years of age and has been employed by the Company a minimum of 10 years, or terminates due to death or disability, prior to the full vesting of the PSUs, any unvested PSUs will vest based on the level of performance achieved as measured from the grant date through the date of the executive officer’s termination of employment, provided (except in the event of death) that the executive officer signs and does not revoke a release agreement. In the event that the executive officer experiences an involuntary termination in the six months prior to a change in control, or is terminated on account of an involuntary termination, retirement, death or disability on or within the 18 months following a change in control, the PSUs will vest as described below. Performance Period ending December 31, 2025. The PSUs granted in 2023 ended their performance period at December 31, 2025. Performance was based on absolute TER and relative TER metrics, with a vesting cap limiting the vesting based on relative TER to target if the Company’s absolute TER or TSR for the performance period is negative. Based on management’s calculation of the Company’s performance against the performance metrics over the performance period, the Compensation Committee certified the following achievement for the PSUs granted in 2023: 93% of the absolute TER shares vested and 148% of the relative TER shares vested. The tables below set forth the PSU performance metrics for the period beginning January 1, 2025 through December 31, 2027:
LONG-TERM EQUITY INCENTIVE COMPENSATION
| Absolute TER (Weighting: 50%) | | | | | Performance Level | TER Performance (per common share) | TER Performance as a Percentage Increase | Absolute TER Vesting Percentage | | Maximum | $4.57 | 36% | 200% | | Target | $3.05 | 24% | 100% | | Threshold | $0.00 | 0% | 1% | | Below Threshold | | | 0% |
LONG-TERM EQUITY INCENTIVE COMPENSATION
| Dynex Capital, Inc. | 41 |
LONG-TERM EQUITY INCENTIVE COMPENSATION
| Relative TER (Weighting: 50%) | | | | Performance Level | Relative TER | Relative TER Vesting Percentage | | Maximum | 100th Percentile | 200% | | Target | 55th Percentile | 100% | | Threshold | 25th Percentile | 50% | | Below Threshold | Below 25th Percentile | 0% |
LONG-TERM EQUITY INCENTIVE COMPENSATION
2025 Stock and Incentive Plan. Under the 2025 Plan, the Compensation Committee has the ability to award equity compensation in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance cash awards to key employees, non-employee directors, consultants, and advisors in its discretion. The Board believes a competitive equity incentive program is essential to offering compensation that aligns participants’ interests with those of our shareholders. The goal of the Compensation Committee in granting equity incentives is to link an executive’s compensation opportunities with creating and protecting shareholder value. The Company uses PSUs (with performance-based vesting provisions) and RSUs (with time-based vesting provisions) in its executive compensation program. The Compensation Committee views equity incentive awards as a strong alignment of interests by making employees direct (or in the case of units, indirect) owners of the Company while providing performance incentive for employees as well as incentives to remain with the Company as their awards vest. The Compensation Committee uses multi-year vesting of equity incentive awards. Multi-year vesting focuses executive officers on consistent long-term growth in shareholder value and requires executive officers to remain employed with us for extended periods to receive the full benefit of the awards unless they experience an involuntary termination without cause or termination for good reason, death, disability, or retirement, each as defined within the terms of each award agreement. Nearly all of the Company’s equity incentive awards have three-year vesting periods. Timing of Equity Awards. We are aware that the release of our quarterly financial results may have an impact on the market price of our common stock, and therefore the value of the equity awards to our executive officers, as well as stock grants awarded to directors, depending on whether the information is favorable or unfavorable. Our practice with respect to the timing of equity awards to employees is generally to make annual grants in the first quarter of the year. The Company currently does not grant new awards of stock options, stock appreciation rights, or similar option-like equity incentives and does not have any such awards outstanding for any of its employees. Non-employee directors receive annual grants of RSUs following the annual meeting of shareholders, generally in May of each year, which shares generally vest at the end of one year. In the case of grants to our non-employee directors, we believe that the annual meeting of shareholders is an appropriate time during the year to make equity grants and that a consistent application of our equity granting practices from year to year regardless of the content of the first quarter earnings release is also appropriate. The equity awards granted by the Compensation Committee are designed to incentivize creation of long-term shareholder value and contain delayed vesting provisions that prevent recipients from taking advantage of short-term fluctuations in the market price of our common stock. We have not, and do not, time the release of material non-public information for the purpose of affecting the value of executive or director compensation. Clawback Policies. The Company adopted a clawback policy in compliance with SEC and NYSE rules. The clawback policy requires clawback of erroneously awarded incentive compensation paid to current and former executive officers in the event of a restatement of the Company’s financial statements (without regard to the fault of the executive). Restatements that trigger such recoupment are restatements due to material noncompliance with any financial reporting requirement applicable to the Company under the federal securities laws, including restatements to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Except in very limited circumstances, in the event of such a restatement, the clawback policy requires the recoupment of incentive compensation paid to the executive officer in excess of the amount that would have been paid if the amount of such incentive compensation had been based on the restated financial statements.
LONG-TERM EQUITY INCENTIVE COMPENSATION
| 42 | Dynex Capital, Inc. |
LONG-TERM EQUITY INCENTIVE COMPENSATION
The Company also adopted a discretionary clawback policy, which permits the Compensation Committee to recoup cash and equity-based incentive compensation (and any proceeds or earnings received in respect of such compensation) in the event that a covered person has been convicted of, or entered into a plea of guilty or nolo contendere with respect to, any felony. Bonus amounts paid, in cash or stock, under the Cash Incentive Plan and equity awards granted under the 2025 Plan and the 2020 Plan, including any time-based equity awards, are subject to clawback in the event repayment is required by the Company’s clawback policy described above or by law or regulation or stock exchange requirement applicable to the Company. Retirement Plans. We provide additional compensation to our executive officers through various employee benefit plans which are also available to some or all of our other employees. The Compensation Committee oversees these plans and the Compensation Committee considers these plans when reviewing an executive’s total annual compensation and determining incentive awards described above. We have a 401(k) Savings Plan for all of our employees. The 401(k) Savings Plan allows eligible employees to defer up to 100% of their eligible compensation, and we have made discretionary matching contributions on a dollar-for-dollar basis up to 6% of an employee’s eligible compensation. Eligible employee deferrals and matching contributions under the 401(k) Savings Plan are subject to limitations imposed by the Internal Revenue Code. Other Benefits. The Company provides our executive officers with other personal benefits on a limited basis with overall compensation program objectives to attract and retain high quality executives. The Compensation Committee has reviewed the levels of other personal benefits provided to our executive officers and the Compensation Committee believes them to be appropriate. Details of other benefits provided to the executive officers are set forth in footnotes to the Summary Compensation Table. Employment Agreements. The Company entered into employment agreements with Mr. Boston, Ms. Popenoe, and Mr. Colligan in 2024, each effective July 19, 2024. Mr. Boston’s and Ms. Popenoe’s employment agreements provide for an initial term ending October 27, 2026 (consistent with their prior employment agreements), and Mr. Colligan’s employment agreement provides for an initial term ending December 31, 2027. Under the terms of each employment agreement, the initial term will be extended automatically for an additional year at the end of the initial term and each year thereafter, unless either the Company or the executive gives written notice of non-renewal at least 90 days prior to the renewal date. Upon a Change in Control (as defined in the employment agreements), the term of each employment agreement will be extended automatically for a period of 2 years, unless the Change in Control occurs during the initial term and there are more than 2 years remaining in the initial term. Mr. Colligan’s employment agreement will terminate upon his termination of employment with the Company. The employment agreements provide specified salary levels, target minimum and maximum annual cash incentive amounts, and long-term EIC amounts, as described above in “Compensation Decisions Made in 2025.” Each executive is entitled to participate in the employee and executive benefit plans and programs offered by the Company in which other senior executives of the Company are eligible to participate. Under the employment agreements, each executive’s employment may be terminated by the Company with or without “Cause” (as defined in the employment agreements). If the executive resigns for “Good Reason” (as defined in the employment agreements) or the executive’s employment is terminated by the Company without Cause, not in connection with a Change in Control, the executive is entitled to receive severance benefits as described in the footnotes to the Potential Payments upon Termination or Change in Control table, which include a lump sum severance payment, continued medical, dental, life and disability insurance coverage (or payment in lieu thereof, as applicable) for a period of time, a prorated annual cash incentive award for the year of termination based on performance at the greater of target or actual performance in the case of financial goals and at maximum in the case of non-financial and individual goals (or, for Mr. Colligan, based on actual performance at the end of the applicable performance period) (a “Prorated Annual Cash Incentive Award”); and full vesting of any unvested equity awards (or, for Mr. Colligan, vesting based on the terms of the applicable award agreement and a pro rata portion of any outstanding performance-based stock awards, which shall remain outstanding and eligible to vest based on actual performance at the end of the applicable performance period), with performance for any performance-based equity awards determined based on the terms of the applicable grant agreement. The employment agreements contain a “double trigger” provision for severance in a Change in Control context. Under this “double trigger” provision, if the executive resigns for Good Reason or the executive’s employment is terminated by the Company without Cause on or within 2 years after a Change in Control (and, for Mr. Boston and Ms. Popenoe, within 6 months prior to a Change in Control), the executive will be entitled to receive severance benefits as described in the footnotes to the Potential Payments upon Termination or Change in Control table, which include a lump sum severance payment, continued medical, dental, life and disability insurance coverage (or
LONG-TERM EQUITY INCENTIVE COMPENSATION
| Dynex Capital, Inc. | 43 |
LONG-TERM EQUITY INCENTIVE COMPENSATION
payment in lieu thereof, as applicable) for a period of time, a Prorated Annual Cash Incentive Award for the year of termination, and full vesting of any unvested equity awards, with performance for any performance-based equity awards determined based on the terms of the applicable grant agreement. If the executive’s employment terminates due to death, the employment agreements with Mr. Boston and Ms. Popenoe provide for a lump sum payment to the executive’s estate as described in the footnotes to the Potential Payments upon Termination or Change in Control table. In addition, each of Mr. Boston’s, Ms. Popenoe’s, and Mr. Colligan’s employment agreements provide that the executive’s estate will be entitled to benefits as described in the footnotes to the Potential Payments upon Termination or Change in Control table, including a Prorated Annual Cash Incentive Award for the year of death and full vesting of the executive’s unvested equity awards. If the executive’s employment terminates due to disability, the executive will be entitled to receive an annual cash incentive award for the year of termination, full vesting of any unvested equity awards, with performance for any performance-based equity awards determined based on the terms of the applicable grant agreement, and in the case of Mr. Boston and Ms. Popenoe, continued medical, dental, life, and disability insurance coverage (or payment in lieu thereof, as applicable) for a period of time. Mr. Boston and Ms. Popenoe’s employment agreements provide that if the Company determines not to renew the agreement at the end of any term and terminates the executive’s employment for any reason other than for Cause at the end of the term or if the executive resigns for Good Reason on account of such non-renewal of the agreement, the executive will be entitled to receive the same severance payments described above for termination by the Company without Cause or resignation for Good Reason, including the enhanced severance payable in connection with a Change in Control depending on when the non-renewal or termination occurs. Payment of all of the severance payments discussed above (other than in the event of death) is contingent on the executive signing a release in favor of the Company and its affiliates and continuing to comply with the executive’s restrictive covenant obligations described below. The employment agreements provide for Change in Control severance benefits on a “best net” approach, under which the Change in Control severance benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code only if such a reduction would cause the executive to receive more after-tax compensation than without a reduction. The employment agreements provide for a clawback of any incentive compensation by the Company, including both equity and cash compensation, to the extent required by a Company clawback policy or applicable law. Under the employment agreements, the executives are subject to certain restrictive covenants in favor of the Company, including (i) a confidentiality covenant that applies (a) for Mr. Boston and Ms. Popenoe, during and following the executive’s employment for 5 years (or longer if the confidential information is a trade secret or is required in an employment agreement) and (b) for Mr. Colligan, indefinitely, (ii) a non-solicitation covenant that applies during and for 12 months following the executive’s employment, and (iii) (a) for Mr. Boston and Ms. Popenoe, a non-competition covenant that applies during the executive’s employment and for 90 days following the executive’s employment if the executive does not receive severance benefits or for 6 months following the executive’s employment if he or she receives severance benefits, and (b) for Mr. Colligan, a non-competition covenant that applies during his employment and for one year following his employment. In the event that Mr. Boston or Ms. Popenoe receive the enhanced severance payable in connection with a Change of Control, the non-competition covenant will continue to apply for 24 months following the executive’s employment. See further discussion under “Potential Payments upon Termination or Change in Control” below.
LIMITATIONS ON CERTAIN SHORT-TERM OR SPECULATIVE TRANSACTIONS IN THE COMPANY’S SECURITIES
LIMITATIONS ON CERTAIN SHORT-TERM OR SPECULATIVE TRANSACTIONS IN THE COMPANY’S SECURITIES The Board has approved an Insider Trading Policy reasonably designed to promote compliance with insider trading laws, rules, and regulations (the “Insider Trading Policy”). The Insider Trading Policy prohibits directors and executive officers, among others, from engaging in short-term or speculative transactions in the Company’s securities, such as short sales, trading in publicly traded derivative securities, and hedging transactions. The Insider Trading Policy also prohibits directors and executive officers, among others, from holding the Company’s securities in margin accounts and from pledging the Company’s securities. Our Insider Trading Policy is filed with the SEC as an exhibit to our Annual Report on Form 10-K.
COMPENSATION OF EXECUTIVE OFFICERS
| Summary Compensation Table | | | | | | | | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Byron L. Boston Co-Chief Executive Officer and Chairman of the Board | 2025 | 900,000 | 3,122,248 | 3,192,480 | 556,283 | 7,771,011 | | | 2024 | 900,000 | 3,176,238 | 2,824,433 | 298,917 | 7,199,588 | | | 2023 | 850,000 | 2,931,062 | 2,269,800 | 126,377 | 6,117,239 | | Smriti L. Popenoe Co-Chief Executive Officer and President | 2025 | 900,000 | 3,122,248 | 3,192,480 | 460,547 | 7,675,275 | | | 2024 | 844,295 | 2,254,100 | 2,824,433 | 233,026 | 6,155,854 | | | 2023 | 750,000 | 2,595,663 | 2,017,600 | 142,863 | 5,506,126 | | Robert S. Colligan(4) Senior Advisor to the Co-CEOs (former Chief Financial Officer) | 2025 | 560,000 | 1,373,580 | 1,738,128 | 45,931 | 3,717,639 | | | 2024 | 526,577 | 1,280,750 | 1,537,747 | 34,174 | 3,379,248 | | | 2023 | 500,000 | 670,811 | 945,750 | 21,800 | 2,138,361 |
GRANTS OF PLAN BASED AWARDS
GRANTS OF PLAN BASED AWARDS The following table sets forth each equity award granted to our named executive officers during 2025. All equity awards granted to our named executive officers were made under either the 2020 Plan or the 2025 Plan.
GRANTS OF PLAN BASED AWARDS
| Grants of Plan-Based Awards for 2025 | | | | | | | | | | | Name | Grant Date | 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) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Byron L. Boston | | — | 1,800,000 | 3,600,000 | — | — | — | — | — | | | 5/28/25 | — | — | — | 38,618 | 151,444 | 302,888 | — | 1,824,900 | | | 2/21/25 | — | — | — | — | — | — | 76,435 | 1,074,676 | | | 5/28/25 | — | — | — | — | — | — | 18,479 | 222,672 | | Smriti L. Popenoe | | — | 1,800,000 | 3,600,000 | — | — | — | — | — | | | 5/28/25 | — | — | — | 38,618 | 151,444 | 302,888 | — | 1,824,900 | | | 2/21/25 | — | — | — | — | — | — | 76,435 | 1,074,676 | | | 5/28/25 | — | — | — | — | — | — | 18,479 | 222,672 | | Robert S. Colligan | | — | 980,000 | 1,960,000 | — | — | — | — | — | | | 5/28/25 | — | — | — | 17,440 | 68,394 | 136,788 | — | 824,148 | | | 5/28/25 | — | — | — | — | — | — | 45,596 | 549,432 |
GRANTS OF PLAN BASED AWARDS
(1) Reflects the target and maximum amounts that the executive officers could earn for 2025 performance under the Cash Incentive Plan. There is no threshold amount under the Cash Incentive Plan. The actual amounts earned by Mr. Boston, Ms. Popenoe, and Mr. Colligan for 2025 performance under the Cash Incentive Plan, which were paid in cash, are reported as “Non-Equity Incentive Plan Compensation” for 2025 in the Summary Compensation Table on page 46. (2) Reflects PSU awards granted to the executive officers during 2025 under the Company’s 2025 Plan, pursuant to which the executives could earn from 0 — 200% of the target number of PSUs, based on the achievement over a three-year performance period ending December 31, 2027 of TER goals for the Company as compared to a peer group and TER goals for the Company on an absolute basis. Any PSUs earned based on the achievement with respect to such goals will vest on January 3, 2028 and be paid in shares of the Company’s common stock by March 15, 2028. (3) Reflects RSU awards granted to the executive officers during 2025 under either the Company’s 2020 Plan or the 2025 Plan. Due to a limited number of shares available for issuance under the 2020 Plan, Mr. Boston and Ms. Popenoe received a portion of their 2025 RSU award on February 21, 2025, with the remainder granted on May 28, 2025 following shareholder approval of the 2025 Plan at the Annual Meeting of Shareholders on May 20, 2025. The amounts in this column reflect the grant date fair value of awards of RSUs and PSUs granted to the executive officers, calculated in accordance with ASC Topic 718. The amounts shown for the PSUs are based on the probable outcome of such awards on the date of grant, which was achievement at target level.
GRANTS OF PLAN BASED AWARDS
| Dynex Capital, Inc. | 47 |
HOLDINGS OF STOCK-BASED AWARDS
| Outstanding Equity Awards at 2025 Fiscal Year End | | | | | | | Name | 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(6) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($) | | Byron L. Boston | 3/10/23 | 16,259(1) | 227,789 | — | — | | | 3/10/23 | 71,732(2) | 1,004,965 | — | — | | | 9/8/23 | 39,812(3) | 557,766 | — | — | | | 3/8/24 | 68,099(4) | 954,067 | — | — | | | 3/8/24 | — | — | 152,459(7) | 2,135,951 | | | 2/21/25 | 76,435(5) | 1,070,854 | — | — | | | 5/28/25 | 18,479(5) | 258,891 | — | — | | | 5/28/25 | — | — | 151,444(8) | 2,121,730 | | Smriti L. Popenoe | 3/10/23 | 12,448(1) | 174,396 | — | — | | | 3/10/23 | 54,920(2) | 769,429 | — | — | | | 9/8/23 | 39,812(3) | 557,766 | — | — | | | 3/8/24 | 48,328(4) | 677,075 | — | — | | | 3/8/24 | — | — | 108,197(7) | 1,515,840 | | | 2/21/25 | 76,435(5) | 1,070,854 | — | — | | | 5/28/25 | 18,479(5) | 258,891 | — | — | | | 5/28/25 | — | — | 151,444(8) | 2,121,730 | | Robert S. Colligan | 3/10/23 | 7,621(1) | 106,770 | — | — | | | 3/10/23 | 33,625(2) | 471,086 | — | — | | | 3/8/24 | 27,459(3) | 384,701 | — | — | | | 3/8/24 | — | — | 61,476(7) | 861,279 | | | 5/28/25 | 45,596(5) | 638,800 | — | — | | | 5/28/25 | — | — | 68,394(8) | 958,200 |
STOCK VESTED
STOCK VESTED The table below presents information regarding RSUs and PSUs held by our executive officers that vested during 2025.
STOCK VESTED
| Stock Awards Vested for 2025(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 | 2/23/25 | 14.06 | 14,623 | 205,599 | | | 2/28/25 | 14.07 | 15,781 | 222,039 | | | 3/10/25 | 14.26 | 33,541 | 478,295 | | | 9/8/25 | 12.93 | 38,642 | 499,641 | | | Total | | 102,587 | 1,405,574 | | Smriti L. Popenoe | 2/23/25 | 14.06 | 9,650 | 135,679 | | | 2/28/25 | 14.07 | 12,082 | 169,994 | | | 3/10/25 | 14.26 | 23,803 | 339,431 | | | 9/8/25 | 12.93 | 38,642 | 499,641 | | | Total | | 84,177 | 1,144,745 | | Robert S. Colligan | 2/28/25 | 14.07 | 7,397 | 104,076 | | | 3/10/25 | 14.26 | 13,525 | 192,867 | | | Total | | 20,922 | 296,943 |
STOCK VESTED
(1) None of the executive officers held or exercised any stock options or stock appreciation rights during 2025. This table excludes PSU awards with a performance period ending on December 31, 2025 which were settled February 28, 2026. Please refer to the “Outstanding Equity Awards at 2025 Fiscal Year End” on page 48 for information by NEO. (2) Value realized is the number of shares multiplied by the closing stock price of the Company’s common stock on the vesting date. For purposes of this table, where a vesting date was a non-business day, the Company’s common stock closing stock price on the business day immediately prior to the vesting date was used. (3) Represents the number of RSUs or PSUs that vested during 2025, without taking into account any shares that were withheld for applicable tax obligations.
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025 The Company does not have a non-qualified deferred compensation plan.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The employment agreements, the 2025 Plan, the 2020 Plan, and other applicable employee benefit plans may provide for potential payments to our NEOs in connection with a termination of employment or upon a change in control of the Company. The following table shows the estimated payments to or benefits to be received by each of the NEOs upon the following termination events or upon a change in control of the Company, in each case assuming that the termination event or the change in control occurred on December 31, 2025, and assuming a stock price of $14.01, which was the closing stock price of the Company’s common stock on December 31, 2025. The amounts reflected in the following table are estimates, as the actual amounts to be paid to or received by a NEO can only be determined at the time of termination or change in control. The following table reports only amounts that are increased, accelerated or otherwise paid or payable as a result of the applicable termination or change in control event and, as a result, excludes amounts accrued through December 31, 2025, such as accrued but unpaid salary, amounts for completed performance periods, already vested equity awards, and vested account balances under the 401(k) Savings Plan. The table also excludes any amounts that are available generally to all salaried employees and in a manner that does not discriminate in favor of our executive officers. All references to employment agreements in the following table and footnotes are to the employment agreements in place as of December 31, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Payments and Benefits * | Death(1) ($) | Termination Due to Disability ($) | Termination Without Cause or for Good Reason Not in Connection with Change in Control(2) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control(3)(4)(5) ($) | Retirement ($) | Change in Control with no Related Termination ($) | | Byron L. Boston | | | | | | | | Severance | 3,662,238 | — | 7,324,475 | 10,950,091 | — | — | | Stock Awards –Accelerated Vesting(6) | 11,306,821 | 11,306,821 | 11,306,821 | 11,306,821 | 11,306,821 | | | Health & Welfare Benefits(7) | — | 40,656 | 54,207 | 81,311 | — | — | | Total | 14,969,059 | 11,347,477 | 18,685,503 | 22,338,223 | 11,306,821 | — | | Smriti L. Popenoe | | | | | | | | Severance | 2,979,624 | — | 5,959,249 | 8,909,077 | — | — | | Stock Awards – Accelerated Vesting(6) | 9,699,968 | 9,699,968 | 9,699,968 | 9,699,968 | — | | | Health & Welfare Benefits(7) | — | 41,358 | 55,143 | 82,715 | — | — | | Total | 12,679,592 | 9,741,326 | 15,714,360 | 18,691,760 | — | — | | Robert S. Colligan | | | | | | | | Severance | — | — | 2,097,747 | 4,396,397 | — | — | | Stock Awards –Accelerated Vesting(6) | 4,727,177 | 4,727,177 | 4,727,177 | 4,727,177 | — | | | Health & Welfare Benefits(7) | — | — | 30,238 | 90,714 | — | — | | Total | 4,727,177 | 4,727,177 | 6,855,162 | 9,214,288 | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 50 | Dynex Capital, Inc. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Column for “Termination For Cause or Without Good Reason” was omitted because there are no benefits for a termination for cause or a voluntary termination without good reason (other than on account of retirement). (1) Under their employment agreements, if Mr. Boston’s or Ms. Popenoe’s employment terminates due to death, his or her estate will be entitled to receive a lump sum payment of an amount equal to the sum of (i) his or her annual base salary at the time of his or her death and (ii) the average of his or her annual cash incentive award paid for the prior 3 years. (2) Under their employment agreements, if Mr. Boston or Ms. Popenoe resigns for good reason or his or her employment is terminated without cause (other than due to death or disability) not in connection with a change in control, he or she will be entitled to receive a lump sum severance payment equal to two times the sum of (i) his or her annual base salary at the time of termination and (ii) the average of his or her annual cash incentive award paid for the prior 3 years. Under his employment agreements, if Mr. Colligan resigns for good reason or his employment is terminated without cause (other than due to death or disability) not in connection with a change in control, he will be entitled to receive a lump sum severance payment equal to one times the sum of (i) his annual base salary at the time of termination and (ii) his annual cash incentive award for the year immediately prior to the year of such termination. (3) Under their employment agreements, if Mr. Boston or Ms. Popenoe resigns for good reason or his or her employment is terminated without cause (other than due to death or disability) within 6 months prior to or on or within 2 years after a change in control, he or she will be entitled to receive a lump sum severance payment equal to 2.99 times the sum of (i) his or her annual base salary at the time of termination and (ii) the average of his or her annual cash incentive award paid for the prior 3 years. (4) Under his employment agreement, if Mr. Colligan resigns for good reason or his employment is terminated without cause (other than due to death or disability) on or within 2 years after a change in control, he will be entitled to receive a lump sum severance payment equal to 2.99 times the sum of (i) his annual base salary at the time of termination and (ii) the average of his annual cash incentive award paid for the prior 3 years. (5) Mr. Boston’s, Ms. Popenoe’s, and Mr. Colligan’s employment agreements provide for change in control benefits on a “best net” approach, under which the executive’s change in control benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code only if such a reduction would cause him or her to receive more after-tax compensation than without a reduction. The amounts shown in this column do not reflect any reductions that might be made pursuant to these provisions. (6) RSUs granted to the executive officers generally become fully vested upon (a) termination of the executive officer’s employment due to disability or death or retirement at or after attaining the age of sixty-five with 10 years of service to the Company where there is no cause for termination or (b) termination of the executive officer’s employment for good reason (as defined in their employment agreements) or termination of the executive officer’s employment without cause (as defined in their employment agreements), in each case whether before or after a change in control. The RSUs granted to Mr. Boston and Ms. Popenoe on September 8, 2023 do not include vesting upon retirement. PSUs granted to the executive officers become vested based on actual performance through the date of termination or change in control (or the last day of the applicable performance period, if earlier), as applicable, upon (a) termination of the executive officer’s employment due to disability or death or retirement at or after age sixty-five where there is no cause for termination or (b) termination of the executive officer’s employment for good reason (as defined in their employment agreements) or termination of the executive officer’s employment without cause (as defined in their employment agreements) outside of a change in control scenario or during the 6 months prior to a change in control or 18 months following a change in control. The PSUs in the table equal the number of PSUs already granted multiplied by the performance percentage determined based on the actual performance during the period determined with December 31, 2025 as the last day of the performance period. The RSUs and PSUs require the executive officer to sign and not revoke a general release (other than in the event of death or in the event of a change in control in the case of the PSUs) in order to be entitled to accelerated vesting of the awards. Mr. Boston was eligible for retirement under these provisions as of November 5, 2023. The dollar amounts in the table represent the number of RSUs or PSUs being accelerated, multiplied by $14.01, which was the closing price of the Company’s common stock on December 31, 2025. Under their employment agreements, if Mr. Boston or Ms. Popenoe resigns for good reason or his or her employment is terminated without cause (other than due to death or disability), he or she will be entitled to receive continued medical, dental, life and disability insurance coverage (or payment in lieu thereof, as applicable) for 24 months in the case of termination not in connection with a change in control or for 36 months in the case of termination within 6 months prior to or on or within 2 years after a change in control. If the Company terminates Mr. Boston or Ms. Popenoe due to disability, he or she will be entitled to receive continued medical, dental, life and disability insurance coverage (or payment in lieu thereof, as applicable) for 18 months. Under his employment agreement, if Mr. Colligan resigns for good reason or his employment is terminated without cause (other than due to death or disability), he will be entitled to receive an amount equal to the monthly cost of continued medical, dental, life and disability insurance coverage for 12 months in the case of termination not in connection with a change in control or for 36 months in the case of termination on or within 2 years after a change in control. The amounts shown in this row represent the net present value of the estimated benefits costs in each case.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Dynex Capital, Inc. | 51 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table provides information about the relationship between compensation actually paid (as determined under SEC rules) to Mr. Boston and Ms. Popenoe, our principal executive officers (“PEOs”) and the average our non-PEO NEOs and certain financial performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| Pay Versus Performance Table | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (Mr. Boston)(1) | Compensation Actually Paid to PEO (Mr. Boston) | Summary Compensation Table Total for PEO (Ms. Popenoe)(1) | Compensation Actually Paid to PEO (Ms. Popenoe) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(1) | Total Share- holder Return(2) | Peer Group Total Share- holder Return(2)(3) | Net Income (Loss) ($ in thousands) | Total Economic Return %(4) | | 2025 | $7,771,011 | $11,275,911 | $7,675,275 | $10,887,052 | $3,717,639 | $5,462,941 | 142.64 | 114.13 | $319,065 | 21.6% | | 2024 | $7,199,588 | $7,172,854 | $6,155,854 | $6,123,214 | $3,379,248 | $3,422,066 | 128.99 | 79.95 | 113,898 | 7.4% | | 2023 | 6,177,239 | 5,889,056 | N/A | N/A | 3,822,244 | 3,733,285 | 113.47 | 79.78 | (6,130) | 1.0% | | 2022 | 4,230,683 | 3,702,486 | N/A | N/A | 3,084,333 | 2,907,635 | 101.29 | 69.26 | 143,161 | (9.4)% | | 2021 | 4,476,138 | 4,089,845 | N/A | N/A | 2,665,564 | 2,504,410 | 119.67 | 94.04 | 102,261 | 2.5% |
PAY VERSUS PERFORMANCE
(1) For July 22, 2024-December 31, 2025, Mr. Boston and Ms. Popenoe served as Co-Chief Executive Officers (Co-PEOs). For 2021-July 21, 2024, Mr. Boston served as our Chief Executive Officer and sole PEO. Mr. Colligan was the only NEO who was a non-PEO for the entire year. For 2023, our non-PEO NEOs were Mr. Colligan and Ms. Popenoe. For 2022, our non-PEO NEOs were Stephen J. Benedetti (former Executive Vice President, Chief Financial Officer, and Chief Operating Officer), Mr. Colligan, and Ms. Popenoe. For 2021, our non-PEO NEOs were Mr. Benedetti and Ms. Popenoe. (2) TSR for the Company and the Peer Group assume $100 invested on December 31, 2020. (3) The Peer Group Total Shareholder Return is calculated based on the FTSE NAREIT Mortgage REIT Index. (4) TER percentage is the sum of dividends declared per common share during the year plus the change in book value per common share for the year divided by the beginning book value per common share. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance, the Company has determined that TER is the financial measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. TER is a performance measure for our executives’ PSU awards. Compensation actually paid represents the Summary Compensation Table Total adjusted for the following items:
PAY VERSUS PERFORMANCE
| | Year 2025 | | | | Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO (Mr. Boston) | PEO (Ms. Popenoe) | Average for non-PEO NEOs | | Decrease for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(3,122,248) | $(3,122,248) | $(1,373,580) | | Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 3,606,942 | 4,936,687 | 2,267,740 | | Increase for fair value at vesting date of awards that were granted and vested during the year | 1,297,348 | — | — | | Increase 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 | 1,920,864 | 1,477,315 | 818,863 | | (Decrease) increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | (198,006) | (79,977) | 32,279 | | Total adjustments | $3,504,900 | $3,211,777 | $1,745,302 |
PAY VERSUS PERFORMANCE
| 52 | Dynex Capital, Inc. |
PAY VERSUS PERFORMANCE
| | Year 2024 | | | | Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO (Mr. Boston) | PEO (Ms. Popenoe) | Average for non-PEO NEOs | | Decrease for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(3,176,238) | $(2,254,100) | $(1,280,750) | | Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,928,606 | 2,281,149 | 1,296,119 | | Increase for fair value at vesting date of awards that were granted and vested during the year | 1,270,500 | — | — | | Increase 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 | 57,556 | 39,468 | 27,597 | | Decrease for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | (107,158) | (99,157) | (148) | | Total adjustments | $(26,734) | $(32,640) | $42,818 |
PAY VERSUS PERFORMANCE
| | Year 2023 | | | 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 | $(2,931,062) | $(1,633,237) | | Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 2,962,858 | 1,656,840 | | Increase for fair value at vesting date of awards that were granted and vested during the year | — | — | | 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 | (303,654) | (109,372) | | Decrease for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | (16,325) | (3,190) | | Total adjustments | $(288,183) | $(88,959) |
PAY VERSUS PERFORMANCE
| | 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) |
PAY VERSUS PERFORMANCE
| Dynex Capital, Inc. | 53 |
PAY VERSUS PERFORMANCE
| | 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 such long-term incentive compensation 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) |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table The following graph illustrates the relationship between compensation actually paid to our NEOs and our TSR as well as TSR for the FTSE NAREIT Mortgage REIT Index on a cumulative basis assuming investment of $100 on December 31, 2020:
Analysis of the Information Presented in the Pay versus Performance Table
| 54 | Dynex Capital, Inc. |
Analysis of the Information Presented in the Pay versus Performance Table
The following graph compares our net income to compensation actually paid to our NEOs on an annual basis: The Company accounts for its investments purchased prior to January 1, 2021 as available-for-sale with changes in fair value recorded in “other comprehensive income (loss).” Effective January 1, 2021, the Company elected the fair value option for its investments purchased on or after that date with changes in fair value reported in “net income.” As a result, net income (loss) for the years presented above in the Pay versus Performance Table and in the graph above does not include other comprehensive income (loss) of $(73.5) million, $(188.1) million, $22.8 million, $(14.0) million and $45.4 million, respectively. The following graph illustrates the relationship between compensation actually paid to our NEOs and our total economic return:
CEO PAY RATIO
CEO PAY RATIO We determined that the 2025 annual total compensation of the median compensated employee, from all our employees who were employed as of December 31, 2025, other than our principal executive officers, Mr. Boston and Ms. Popenoe, was $152,475; our principal executive officers’ 2025 annual total compensation was $7,771,011 for Mr. Boston and $7,675,275 for Ms. Popenoe; and the ratio of these amounts was 1 to 51.0 for Mr. Boston and 1 to 50.3 for Ms. Popenoe. This ratio is appropriately viewed as an estimate. As of December 31, 2025, our total population consisted of 28 employees, all located in the United States. This population consisted of all of our full-time and part-time employees. To identify the median compensated employee, we used Medicare wages and tips for the period from January 1, 2025 to December 31, 2025 as reported to the Internal Revenue Service on Box 5 of Form W-2. We did not annualize pay for those individuals not employed for a full year in 2025 or make any cost-of-living adjustments in identifying the median compensated employee. Once we identified our median compensated employee, we calculated the median compensated employee’s and our principal executive officers’ 2025 annual total compensation in accordance with the requirements of the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO PAY RATIO
| 56 | Dynex Capital, Inc. |
CEO PAY RATIO
| PROPOSAL TWO |