DEF 14A of Annaly Capital Management Inc
Filed Apr 30, 2026 · FY20250001104659-26-052954
LOOKING AHEAD
LOOKING AHEAD We believe the opportunity set in housing finance, and the benefits of our diversified housing strategy, remain compelling. While we remain mindful of the broader macro environment — including geopolitical volatility, the fiscal landscape and the evolution of housing policy — the platform we have built is designed to perform through complexity, and we are confident that our scale, our expertise and our people will continue to differentiate Annaly for years to come. On behalf of the entire Board, I want to thank you, our stockholders, for your essential role in the Company’s journey. Your feedback, your investment and your continued support are at the forefront of every decision we make. We look forward to welcoming you to this year’s Annual Meeting of Stockholders on June 10th. Sincerely, David L. Finkelstein Chief Executive Officer & Co-Chief Investment Officer April 30, 2026 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Annaly Capital Management, Inc., a Maryland corporation (“Annaly” or the “Company”), cordially invites all stockholders to attend its annual meeting of stockholders (the “Annual Meeting”):
LOOKING AHEAD
| MEETING INFORMATION | | | | Date and Time | | June 10, 2026 9:00 a.m. (Eastern Time) | | | | Virtual Meeting | | www.virtualshareholdermeeting.com/NLY2026 | | | | Who May Vote | | Only common stockholders of record at the close of business on April 13, 2026, the record date for the Annual Meeting (the “Record Date”) | |
LOOKING AHEAD
| ITEMS OF BUSINESS | | | | Proposal | | Page Reference | | 1 | Election of nine Directors for a term ending at the 2027 annual meeting of stockholders and when their respective successors are duly elected and qualify | 11 | | 2 | Approval, on an advisory basis, of the Company’s executive compensation | 29 | | 3 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | 63 | | 4 | Consideration of an advisory stockholder proposal to adopt the right to act by written consent, if properly presented at the Annual Meeting | 66 |
LOOKING AHEAD
| Your vote is very important. Please exercise your right to vote. | | | | | | | Vote Before the Meeting | | | | | Vote During the Meeting | | Internet | Mobile Device | | Phone | Mail | Attend the Meeting | | Online at www.proxyvote.com | Scan the QR code to visit www.proxyvote.com | | Call toll-free 24/7 1-800-690-6903 | Complete & return your proxy card | Online at www.virtualshareholder meeting.com/NLY2026 |
LOOKING AHEAD
The Company’s Board of Directors (the “Board”) is soliciting proxies in connection with the Annual Meeting. The Company is sending the Notice of Internet Availability of Proxy Materials (the “Notice”), or a printed copy of the proxy materials, as applicable, commencing on or about April 30, 2026.
LOOKING AHEAD
| | By Order of the Board of Directors, Audrey K. Susanin Deputy General Counsel, Chief Compliance Officer & Assistant Secretary April 30, 2026 |
LOOKING AHEAD
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2026 | The Company’s Proxy Statement and 2025 Annual Report to Stockholders are available at www.proxyvote.com. |
LOOKING AHEAD
Please refer to “Other Information”, beginning on page 72 of this Proxy Statement, for additional information about the Annual Meeting.
LOOKING AHEAD
| PROXY SUMMARY | 1 | | Recent Operating Achievements | 2 | | Annaly’s Capital Allocation and Strategic Focus | 3 | | Delivering Significant Value for Stockholders | 4 | | Corporate Responsibility | 5 | | VOTING ROADMAP | 6 | | CORPORATE GOVERNANCE | 9 | | Governing Documents | 9 | | PROPOSAL 1 ELECTION OF DIRECTORS | 11 | | Director Nominees | 12 | | Skills and Experiences of Director Nominees | 17 | | BOARD COMMITTEES | 18 | | Committee Membership Determinations | 19 | | Audit Committee | 19 | | Corporate Responsibility Committee | 19 | | Management Development and Compensation Committee | 20 | | Nominating/Corporate Governance Committee | 20 | | Risk Committee | 21 | | BOARD STRUCTURE AND PROCESSES | 22 | | Board Leadership Structure | 22 | | Independence of Directors | 22 | | Executive Sessions of Independent Directors | 23 | | Board Oversight of Risk | 23 | | CEO Performance Reviews and Management Succession Planning | 24 | | Board Effectiveness, Self-Evaluations and Refreshment | 24 | | Director Criteria and Qualifications | 25 | | Director Nomination Process | 25 | | Stockholder Recommendation of Director Candidates | 25 | | Communications with the Board | 26 | | Director Attendance | 26 | | Board Commitment and Service on Other Public Company Boards | 26 | | Director Orientation and Continuing Education | 26 | | Compensation of Directors | 27 | | PROPOSAL 2 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 29 | | EXECUTIVE OFFICERS | 30 | | COMPENSATION DISCUSSION AND ANALYSIS | 31 | | Executive Summary | 32 | | How Executive Compensation Decisions Are Made | 37 | | Executive Compensation Design and Award Decisions for 2025 | 39 |
LOOKING AHEAD
| Executive Compensation Policies | 48 | | Report of the Compensation Committee | 50 | | EXECUTIVE COMPENSATION TABLES | 51 | | Summary Compensation Table | 51 | | Grants of Plan-Based Awards | 52 | | Outstanding Equity Awards at Fiscal Year-End | 53 | | Stock Vested in 2025 | 54 | | Pension Benefits and Nonqualified Deferred Compensation | 54 | | Potential Payments Upon Termination or Change in Control | 54 | | Compensation Committee Interlocks and Insider Participation | 57 | | CEO Pay Ratio | 57 | | PAY FOR PERFORMANCE DISCLOSURES | 58 | | Pay Versus Performance | 58 | | Financial Performance Measures | 60 | | Relationship Between Financial Performance Measures and Compensation Actually Paid | 60 | | PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 | | Report of the Audit Committee | 64 | | Relationship with Independent Registered Public Accounting Firm | 65 | | PROPOSAL 4 CONSIDERATION OF AN ADVISORY STOCKHOLDER PROPOSAL TO ADOPT THE RIGHT TO ACT BY WRITTEN CONSENT | 66 | | Board of Directors’ Statement | 68 | | STOCK OWNERSHIP INFORMATION | 70 | | Security Ownership of Certain Beneficial Owners and Management | 70 | | OTHER INFORMATION | 72 | | Where You Can Find More Information | 72 | | Stockholder Proposals and Nominations | 72 | | Other Matters | 73 | | Questions and Answers about the Annual Meeting | 73 | | Cautionary Note Regarding Forward-Looking Statements | 79 | | APPENDIX | A-1 | | Non-GAAP Reconciliations | A-1 |
LOOKING AHEAD
This summary contains highlights about the Company and the Annual Meeting. This summary does not contain all the information that you should consider in advance of the Annual Meeting, and the Company encourages you to read the entire Proxy Statement and the Company’s 2025 Annual Report on Form 10-K carefully before voting.
LOOKING AHEAD
| NLY | 1997 | $16.1bn | $104.7bn | | New York Stock Exchange (“NYSE”) Traded | Initial Public Offering (“IPO”) | Permanent Capital(1) as of December 31, 2025 | Total Assets(2) as of December 31, 2025 |
ATTRIBUTES OF DIRECTOR NOMINEES
ATTRIBUTES OF DIRECTOR NOMINEES
SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES
SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES We believe that the mix of skills and experiences possessed by our slate of Director nominees enables our Board to successfully oversee our businesses and the interests of our stockholders.
SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES
| | ADVISORY APPROVAL OF EXECUTIVE COMPENSATION We are seeking a non-binding advisory vote to approve the compensation of our named executive officers, as described in the Compensation Discussion and Analysis beginning on page 31 and the Summary Compensation Table and related tables beginning on page 51. | The Board recommends a vote FOR this proposal. Page 29 |
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS The Code of Conduct, Corporate Governance Guidelines, Audit Committee Charter, Corporate Responsibility Committee Charter, Management Development and Compensation Committee Charter, Nominating/Corporate Governance Committee Charter and Risk Committee Charter are available on our website (www.annaly.com). We will provide copies of these documents free of charge to any stockholder who sends a written request to:
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
| | Investor Relations Annaly Capital Management, Inc. 1211 Avenue of the Americas New York, NY 10036 |
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
| | ELECTION OF DIRECTORS |
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
At the Annual Meeting, stockholders will vote to elect nine nominees to serve as Directors, whose terms will expire at the annual meeting of stockholders in 2027 (the “2027 Annual Meeting”) and when their respective successors are duly elected and qualify.
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
| | The Board has nominated and unanimously recommends a vote FOR each of the nominees below as Directors, with each to hold office until the 2027 Annual Meeting, and until their respective successors are duly elected and qualify. Unless you specify a contrary choice, the persons named in the enclosed proxy will vote FOR each of these nominees. In the event that these nominees should become unavailable for election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute nominee or the Board may reduce the number of Directors to be elected at the Annual Meeting. |
GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS
| Name | | Age | Principal Occupation | Director Since | Independent | Committees | Other Current Public Company Boards | | | David L. Finkelstein | 53 | Chief Executive Officer and Co-Chief Investment Officer Annaly Capital Management, Inc. | 2020 | | | 0 | | | Thomas Hamilton | 58 | Former Strategic Advisor to the Global Head of Fixed Income, Currencies and Commodities Barclays Capital | 2019 | | MDC Risk | 1 | | | Kathy Hopinkah Hannan | 64 | Former National Managing Partner, Global Lead Partner KPMG LLP | 2019 | | NCG (Chair) Audit MDC | 1 | | | Martin Laguerre | 52 | Co-Head of Global Diversified Private Equity GCM Grosvenor | 2023 | | Audit NCG Risk | 0 | | | Manon Laroche | 56 | Former Managing Director, Head of Global Spread Products Securitized Sales, North America Citigroup | 2023 | | CR MDC Risk | 0 | | | Eric A. Reeves | 53 | Founder and Chief Executive Officer Prospect Park LLC | 2021 | | CR (Chair) MDC NCG | 0 | | | Glenn A. Votek | 68 | Former Chief Financial Officer Annaly Capital Management, Inc. | 2019 | | Audit (Chair) CR Risk | 0 | | | Scott Wede | 53 | Former Global Head of Securitized Products and Municipal Finance Barclays Capital | 2023 | | Risk (Chair) Audit NCG | 0 | | | Vicki Williams | 53 | Chief Human Resources Officer NBCUniversal | 2018 | | MDC (Chair) NCG | 0 |
Director Nominees
Director Nominees
Director Nominees
| DAVID L. FINKELSTEIN | | Director since 2020 | | Chief Executive Officer & Co-Chief Investment Officer COMMITTEES ▪ None | CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ Chief Executive Officer (March 2020 to present) ▪ Co-Chief Investment Officer (January 2025 to present) ▪ Chief Investment Officer (November 2016 to December 2021, November 2022 to January 2025) ▪ President (March 2020 to December 2022) ▪ Chief Investment Officer, Agency and RMBS (February 2015 to March 2020) ▪ Head of Agency Trading (August 2013 to February 2015) Federal Reserve Bank of New York ▪ Officer in the Markets Group, where he was the primary strategist and policy advisor for the MBS purchase program (2009 to 2013) Salomon Smith Barney, Citigroup Inc. and Barclays PLC ▪ Held Agency MBS trading positions | OTHER AFFILIATIONS ▪ Vice Chair of the Treasury Markets Practice Group sponsored by the Federal Reserve Bank of New York ▪ Member of the Financial Sector Advisory Council of the Federal Reserve Bank of Dallas EDUCATION ▪ B.A. in Business Administration, University of Washington ▪ M.B.A., University of Chicago, Booth School of Business ▪ Holds the Chartered Financial Analyst® designation | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Finkelstein’s qualifications include his deep expertise in fixed income investments, his experience serving as the Company’s Chief Executive Officer and Co-Chief Investment Officer and his extensive markets and policy experience. |
Director Nominees
| THOMAS HAMILTON | | Independent Director since 2019 | | Independent Chair of the Board COMMITTEES ▪ Management Development and Compensation ▪ Risk | CAREER HIGHLIGHTS Construction Forms, Inc., an industrial manufacturing company ▪ Owner and Director (2013 to present) ▪ President and Chief Executive Officer (2013 to 2020) Barclays Capital (2004 to 2012) ▪ Strategic Advisor to the Global Head of Fixed Income, Currencies and Commodities in New York ▪ Global Head of Securitized Product Trading and Banking ▪ Head of Municipal Trading and Investment Banking | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ▪ Larimar Therapeutics, Inc. (NASDAQ: LRMR) (2020 to present) OTHER AFFILIATIONS ▪ Co-Founder of his own charitable scientific effort, the CureFA Foundation (2015 to present) ▪ Director of the Friedreich’s Ataxia Research Alliance (2013 to present) EDUCATION ▪ B.S. in Finance, University of Dayton | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Hamilton’s qualifications include his expertise in fixed income, mortgage-related assets, strategies and markets and significant leadership experience. |
Director Nominees
| KATHY HOPINKAH HANNAN, PhD, CPA | | Independent Director since 2019 | | COMMITTEES ▪ Nominating/ Corporate Governance (Chair) ▪ Audit ▪ Management Development and Compensation | CAREER HIGHLIGHTS KPMG, the U.S. member firm of the global audit, tax and advisory services firm KPMG International Limited (“KPMG”) ▪ Global Lead Partner, Senior Advisor for KPMG’s Board Leadership Center and National Leader Total Impact Strategy (2015 to 2018) ▪ National Managing Partner of Diversity and Corporate Responsibility (2009 to 2015) ▪ Midwest Area Managing Partner, Tax Services (2004 to 2009) ▪ Former Vice Chairman of Human Resources OTHER AFFILIATIONS ▪ Former Chairman of the Board of Trustees and member of the Executive Committee of the Smithsonian National Museum of the American Indian ▪ Trustee of the Committee for Economic Development in Washington D.C. ▪ Active member of Women Corporate Directors and National Association of Corporate Directors ▪ Former Chairman of the Board and National President for Girl Scouts of the USA (2014 to 2020) ▪ Former member of the National Advisory Council on Indian Education, serving under President George W. Bush | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ▪ Otis Worldwide Co. (NYSE: OTIS) (2019 to present) OTHER PRIOR PUBLIC COMPANY DIRECTORSHIPS ▪ Ginkgo Bioworks (NYSE: DNA) (2022 to 2025) ▪ Carpenter Technology Corporation (NYSE: CRS) (2022 to 2023) EDUCATION ▪ B.A., Loras College ▪ Ph.D. in Leadership Studies, Benedictine University ▪ Graduate of the Chicago Management Institute at the University of Chicago, Booth School of Business ▪ Graduate of the Institute of Comparative Political & Economic Systems at Georgetown University ▪ Completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program and the NACD Master Class: Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight and the NACD Directorship Certification ▪ Completed the Carnegie Mellon/NACD Effective AI Oversight for Directors Certificate Program | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Dr. Hannan’s qualifications include her expertise in financial, tax and accounting matters, as well as her significant experience in enterprise sustainability, corporate governance and organizational effectiveness. |
Director Nominees
| MARTIN LAGUERRE | | Independent Director since 2023 | | COMMITTEES ▪ Audit ▪ Nominating/ Corporate Governance ▪ Risk | CAREER HIGHLIGHTS GCM Grosvenor (NASDAQ: GCMG), a global alternative asset management solutions provider ▪ Co-Head of Global Diversified Private Equity (March 2025 to present) Warburg Pincus, a global private equity firm ▪ Senior Advisor to capital solutions, financial services and business services (2023 to March 2025) Caisse de dépôt et placement du Québec (“CDPQ”) ▪ Executive Vice President and Global Head of Private Equity and Managing Director of Capital Solutions (2019 to 2022) CPP Investment Board (formerly CPPIB) ▪ Senior Principal (2016 to 2019) General Electric Power & Water ▪ Managing Director (2010 to 2016) IPG Photonics Corporation, DLJ, Credit Suisse and Lehman Brothers Investment Banking in New York ▪ Held various corporate roles | OTHER AFFILIATIONS ▪ Director of Competitive Power Ventures (2023 to present) ▪ Member of McGill University Board of Governors Investment Committee (2024 to present) ▪ Representing Warburg Pincus, previously served as a director of Kestra Holdings ▪ Representing CDPQ, previously served as a director of Sagen MI Canada OTHER PRIOR PUBLIC COMPANY DIRECTORSHIPS ▪ BGC Partners (NASDAQ: BGCP) (2023) EDUCATION ▪ Bachelor of Commerce, McGill University ▪ M.B.A., University of Chicago, Booth School of Business ▪ Desautels’ Global Expert at McGill University’s Desautels Faculty of Management ▪ Holds the Chartered Financial Analyst® designation | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Laguerre’s qualifications include his expertise in private equity, fixed income and investment banking, his prior board experience with other companies and his expertise in financial matters. |
Director Nominees
| MANON LAROCHE | | Independent Director since 2023 | | COMMITTEES ▪ Corporate Responsibility ▪ Management Development and Compensation ▪ Risk | CAREER HIGHLIGHTS Citigroup Inc., a multinational investment bank and financial services firm ▪ Managing Director, Head of Global Spread Products Securitized Sales, North America (2018 to 2023) ▪ Head of Global Securitized Markets Sales, New York (2012 to 2018) ▪ Managing Director in Global Securitized Markets Sales (2002 to 2012) | EDUCATION ▪ B.S. in Applied Math and Economics, Brown University | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Ms. Laroche’s qualifications include her expertise in Agency MBS, mortgages, fixed income, financing, repo, leverage and liquidity, as well as her experience working with a vast network of institutional investors. |
Director Nominees
| ERIC A. REEVES | | Independent Director since 2021 | | COMMITTEES ▪ Corporate Responsibility (Chair) ▪ Management Development and Compensation ▪ Nominating/ Corporate Governance | CAREER HIGHLIGHTS Prospect Park LLC, a full-service advisory and merchant banking firm ▪ Founder and Chief Executive Officer (2023 to present) Duchossois Capital Management (“DCM”) ▪ Managing Director, Head of Private Capital Investments (2017 to 2023) The Duchossois Group ▪ Chief Administrative Officer (2017 to 2023) ▪ General Counsel and Secretary (2007 to 2023) McDermott, Will & Emery ▪ Law Partner Jones Day ▪ Corporate Attorney | OTHER AFFILIATIONS ▪ Member of the Advisory Board of Ozinga Bros. (2020 to present) ▪ Member of the Advisory Board of Heard Capital LLC (2011 to present) ▪ Former member of the boards of several DCM portfolio companies and funds ▪ Trustee at Rush University Medical Center, the Irving Harris Foundation and the National Philanthropic Trust ▪ Honored as a Chicago United Business Leader of Color EDUCATION ▪ B.A., University of Michigan ▪ J.D., Ohio State University | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Reeves’ qualifications include his expertise in sourcing, executing and managing private capital investments, his years of legal experience from serving as a general counsel and a law firm partner and his private company board experience. |
Director Nominees
| GLENN A. VOTEK | | Director since 2019 Independent Director since 2023 | | COMMITTEES ▪ Audit (Chair) ▪ Corporate Responsibility ▪ Risk | CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ Senior Advisor (March 2020 to August 2020) ▪ Interim Chief Executive Officer and President (November 2019 to March 2020) ▪ Chief Financial Officer (August 2013 to December 2019) CIT Group ▪ President of Consumer Finance (2012 to 2013) ▪ Executive Vice President and Treasurer (1999 to 2013) OTHER AFFILIATIONS ▪ Board member of the NACD New Jersey Chapter ▪ Former member of the Rutgers Business School Alumni Board for Learning Experiences | EDUCATION ▪ B.S. in Finance and Economics, Kean University/ University of Arizona ▪ M.B.A. in Finance, Rutgers Business School ▪ Attended the Executive Education Program of the Colgate W. Darden Graduate School of Business Administration, University of Virginia ▪ Completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, the Diligent Institute Climate Leadership Certification, which focuses on oversight of climate risk and related business strategies, and the NACD Directorship Certification ▪ Completed the Carnegie Mellon/NACD Effective AI Oversight for Directors Certificate Program | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Votek’s qualifications include his extensive knowledge of the Company’s operations and assets through his prior roles as the Company’s Interim Chief Executive Officer and President and Chief Financial Officer, his significant leadership experience and his financial and accounting expertise. |
Director Nominees
| SCOTT WEDE | | Independent Director since 2023 | | COMMITTEES ▪ Risk (Chair) ▪ Audit ▪ Nominating/ Corporate Governance | CAREER HIGHLIGHTS Liminality Capital, a hedge fund ▪ Consultant (2024 to 2025) Conventus Holdings Corp., a provider of business purpose loans ▪ President and Chief Financial Officer (2022) Barclays Capital ▪ Global Head of Securitized Products and Municipal Finance (2004 to 2015) | OTHER AFFILIATIONS ▪ Independent Director and Chair of the Board of MPOWER Financing (2021 to present) EDUCATION ▪ B.S. in Business Administration, Creighton University | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Wede’s qualifications include his expertise in Agency MBS, mortgages, securitized products, risk management and the mortgage real estate investment trust (“REIT”) sector. |
Director Nominees
| VICKI WILLIAMS | | Independent Director since 2018 | | COMMITTEES ▪ Management Development and Compensation (Chair) ▪ Nominating/ Corporate Governance | CAREER HIGHLIGHTS NBCUniversal, a multinational media conglomerate ▪ Chief Human Resources Officer (2018 to present) ▪ Senior Vice President, Compensation, Benefits and HRIS (2011 to 2018) Pay Governance LLC ▪ Partner Towers Perrin (now Willis Towers Watson) ▪ Principal | EDUCATION ▪ B.S. in Education with a concentration in mathematics education, with honors, University of Georgia ▪ M.B.A. with a concentration in finance and quantitative statistics, with honors, University of Georgia | | | | DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Ms. Williams’ qualifications include her broad human resources, executive compensation and governance experience, including as Chief Human Resources Officer at a multinational company, in which capacity she also oversees human resources technology operations and participates in enterprise cyber, artificial intelligence and data risk governance. |
Skills and Experiences of Director Nominees
Skills and Experiences of Director Nominees The Nominating/Corporate Governance (“NCG”) Committee of the Board endeavors to have a Board representing a wide range of backgrounds and professional experiences. The NCG Committee annually evaluates our Board’s overall composition and rigorously evaluates individual Directors to ensure a continued match of their skill sets and projected tenure against the needs of the Company. The below matrix displays the most significant skills and experiences that each Director possesses, along with aggregated characteristics.
Skills and Experiences of Director Nominees
| Skill/Experience | | FINKELSTEIN | HAMILTON | HANNAN | LAGUERRE | LAROCHE | REEVES | VOTEK | WEDE | WILLIAMS | TOTAL | | | Legal and Regulatory Understanding or experience with legal, regulatory, government or public policy matters. | | | | | | | | | | 56% | | | Risk Management Understanding or experience with managing and overseeing risk in public or private companies. | | | | | | | | | | 89% | | | Corporate Governance Experience on public company boards and understanding of corporate governance practices and policies. | | | | | | | | | | 100% | | | Leadership and Strategy Executive management experience and understanding or experience with managing growth and developing and implementing strategic plans at public or private companies. | | | | | | | | | | 100% | | | Human Capital Management Understanding or experience with human capital management in public or private companies. | | | | | | | | | | 78% | | | Corporate Responsibility Understanding or experience with corporate responsibility matters in public or private companies. | | | | | | | | | | 78% | | | Finance and Accounting Understanding or experience with financial reporting, accounting and auditing. | | | | | | | | | | 89% | | | Financial Services Understanding or experience with financial services. | | | | | | | | | | 78% | | | Investment Management Understanding or experience with investment management, investment banking and asset management. | | | | | | | | | | 78% | | | Industry Knowledge Understanding or experience in the mortgage finance, real estate and housing industry. | | | | | | | | | | 78% | | | Capital Markets and M&A Understanding or experience with capital markets matters, capital allocation, investment banking and mergers and acquisitions of public or private companies. | | | | | | | | | | 100% | | | Information Technology and Cybersecurity Understanding or experience in matters related to technology advancement, information systems, data management and cybersecurity at public or private companies. | | | | | | | | | | 33% | | | TOTAL | 10 | 10 | 10 | 10 | 9 | 9 | 10 | 9 | 9 | |
Skills and Experiences of Director Nominees
The Board has five standing Committees: the Audit Committee, the Corporate Responsibility (“CR”) Committee, the Management Development and Compensation (“MDC”) Committee, the Nominating/Corporate Governance (“NCG”) Committee and the Risk Committee. The table below shows the membership as of the date of this Proxy Statement of each Board Committee and the number of Committee meetings held in 2025.
Skills and Experiences of Director Nominees
| Director | Independent | Annaly Committee Membership | | | | | | | | Audit | CR | MDC | NCG | Risk | | David L. Finkelstein | | | | | | | | Thomas Hamilton | | | | | | | | Kathy Hopinkah Hannan | | | | | | | | Martin Laguerre | | | | | | | | Manon Laroche | | | | | | | | Eric A. Reeves | | | | | | | | Glenn A. Votek | | | | | | | | Scott Wede | | | | | | | | Vicki Williams | | | | | | | | % of Independent Members | | 100% | 100% | 100% | 100% | 100% | | 2025 Meetings (Board – 10) | | 6 | 3 | 7 | 3 | 4 |
Skills and Experiences of Director Nominees
| | Independent Chair of the Board | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |
Compensation of Directors
Compensation of Directors We compensate only Non-Employee Directors for their service on the Board. The MDC Committee is responsible for reviewing, and recommending to the Board, the form and amount of compensation paid to the Non-Employee Directors. The annual compensation elements paid to the Non-Employee Directors for service on the Board and its standing Committees for 2025 are set forth below:
Compensation of Directors
| Base Pay for Board Service | Additional Cash Retainers | Amount ($) | | | Independent Board Chair | 115,000 | | | Committee Member (all Board Committees) | 10,000 | | | Committee Chairs(1): | | | | ▪ Audit | 25,000 | | | ▪ MDC Committee | 20,000 | | | ▪ All other Board Committees | 15,000 |
Compensation of Directors
Each DSU is equivalent in value to one share of our common stock. DSUs are granted on the date of the annual stockholder meeting and are fully vested as of the date of grant. DSUs settle in shares of common stock within 30 days following the first to occur of (i) the first anniversary of the grant date or (ii) the Director’s separation from service, and convert to shares of our common stock on the settlement date unless the Director elects to defer the settlement of the DSUs to a later date. DSUs do not have voting rights. DSUs pay dividend equivalents in either cash or additional DSUs at the election of the Director. Directors are also eligible to receive other stock-based awards under our 2020 Equity Incentive Plan, which includes a limit on the maximum total compensation payable to any Non-Employee Director. We reimburse the Directors for their reasonable out-of-pocket travel expenses incurred in connection with their attendance at full Board and Committee meetings. For 2026, the Board approved an increase in the DSU grant from $175,000 to $185,000, based on a review of peer compensation data conducted by the MDC Committee’s independent compensation consultant.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below summarizes the compensation paid by the Company to the Non-Employee Directors for the fiscal year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Francine J. Bovich(3) | 67,500 | — | — | 67,500 | | Thomas Hamilton | 218,750 | 175,000 | — | 393,750 | | Kathy Hopinkah Hannan | 160,000 | 175,000 | — | 335,000 | | Michael Haylon(3) | 117,500 | — | — | 117,500 | | Martin Laguerre | 130,000 | 175,000 | — | 305,000 | | Manon Laroche | 127,500 | 175,000 | — | 302,500 | | Eric A. Reeves | 147,500 | 175,000 | — | 322,500 | | John H. Schaefer(3) | 60,000 | — | — | 60,000 | | Glenn A. Votek | 140,000 | 175,000 | — | 315,000 | | Scott Wede | 138,750 | 175,000 | — | 313,750 | | Vicki Williams | 140,000 | 175,000 | — | 315,000 |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The MDC Committee retains an independent compensation consultant to advise on the Non-Employee Director compensation program. Frederick W. Cook & Co. (“F. W. Cook”) served as the MDC Committee’s independent compensation consultant through May 2025, at which time the MDC Committee retained Semler Brossy as its new independent compensation consultant. During 2025, both F. W. Cook and Semler Brossy provided market research and analysis on director compensation, including reviews of competitive market trends, design practices and peer and market benchmarking. Each consultant reported directly to the MDC Committee. The MDC Committee assessed the independence of each consultant in accordance with SEC regulations and NYSE listing standards, considering all required factors, including each consultant’s other relationships with the Company and its affiliates. Based on this assessment, including representations received from each consultant, the MDC Committee concluded that no conflict of interest exists that would impair either consultant’s ability to provide independent advice to the MDC Committee. (1) Fees earned or paid in cash may be prorated for partial year Board and/or Committee service. (2) The amounts in this column represent the aggregate grant date fair value of the DSU awards, which were granted to our Non-Employee Directors on May 14, 2025 and are computed in accordance with FASB ASC Topic 718 based on the closing price of the Company’s common stock on the date of grant. DSUs are vested at grant and accrue dividend equivalents as additional DSUs or cash at the election of the Non-Employee Director. Ms. Bovich, Mr. Haylon and Mr. Schaefer concluded their service on the Board effective May 14, 2025.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| | ADVISORY APPROVAL OF EXECUTIVE COMPENSATION |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
The Board is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. The Company is providing this non-binding advisory vote pursuant to Section 14A of the Exchange Act. In considering this vote, the Company invites our stockholders to review the “Compensation Discussion and Analysis” and “Executive Compensation Tables” below. As described in the Compensation Discussion and Analysis, the MDC Committee is focused on continually enhancing the Company’s compensation framework to reflect strong compensation governance, drive alignment with stockholders and reward sustained value creation.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| The MDC Committee is committed to institutionalizing an executive compensation program that attracts, retains and incentivizes top executive talent and generates long-term value for stockholders by directly linking compensation payout to Company performance without encouraging unnecessary risk-taking. |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| | The Board unanimously recommends that the stockholders vote FOR the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.” While this vote is advisory and non-binding, the Board and the MDC Committee value the views of the Company’s stockholders and will consider the voting results when making compensation decisions in the future. |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
EXECUTIVE OFFICERS The following table sets forth certain information with respect to the Company’s executive officers:
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| Name | Age | Title | | David L. Finkelstein | 53 | Chief Executive Officer and Co-Chief Investment Officer | | Serena Wolfe | 46 | Chief Financial Officer | | Steven F. Campbell | 54 | President and Chief Operating Officer |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
Biographical information on Mr. Finkelstein is provided above under the heading “Election of Directors.”
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| SERENA WOLFE | | | | | CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ Chief Financial Officer (December 2019 to present) Ernst & Young LLP (“EY”) ▪ Partner and Central Region Real Estate Hospitality & Construction (“RHC”) Leader, managing the go-to-market efforts and client relationships across the sector (2017 to November 2019) ▪ Partner (2011 to 2017) ▪ Global RHC Assurance Leader ▪ Practiced with EY for over 20 years, including six years with EY Australia and 16 years with the U.S. practice | OTHER PUBLIC COMPANY BOARD SERVICE ▪ Lennar Corporation (NYSE: LEN) EDUCATION ▪ Bachelor of Commerce in Accounting, University of Queensland ▪ Certified Public Accountant in the states of New York and California |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| STEVEN F. CAMPBELL | | | | | CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ President (December 2022 to present) ▪ Chief Operating Officer (June 2020 to present) ▪ Head of Business Operations (2019 to June 2020) ▪ Head of Credit Operations and Enterprise Risk (2018 to 2019) ▪ Chief Operating Officer of Annaly Commercial Real Estate Group (2016 to 2018) ▪ Head of Credit Strategy (2015 to 2018) Fortress Investment Group LLC ▪ Held various roles over six years, including serving as Managing Director in the Credit Funds business | OTHER AFFILIATIONS ▪ Member of the Advisory Board for the Fitzgerald Institute of Real Estate at the University of Notre Dame EDUCATION ▪ B.B.A., University of Notre Dame ▪ M.B.A., University of Chicago, Booth School of Business |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
In addition to the current executive officers listed above, Anthony C. Green, the Company’s former Chief Corporate Officer, Chief Legal Officer and Secretary, served as an executive officer of the Company during 2025. Effective January 1, 2026, Mr. Green retired from his executive roles and transitioned to the role of Senior Advisor to the Company, in which capacity he served through March 31, 2026. Our employees are the Company’s greatest asset and we are committed to attracting, incentivizing and retaining an exceptional workforce. This commitment shapes both our firmwide and executive compensation programs. This Compensation Discussion and Analysis describes the key features of our executive compensation program and how the MDC Committee made 2025 performance year compensation decisions for the following NEOs. ▪ David L. Finkelstein — Chief Executive Officer and Co-Chief Investment Officer ▪ Serena Wolfe — Chief Financial Officer ▪ Steven F. Campbell — President and Chief Operating Officer ▪ Anthony C. Green — Former Chief Corporate Officer, Chief Legal Officer and Secretary(1) This Compensation Discussion and Analysis is divided into four topics: (1) Executive Summary, (2) How Executive Compensation Decisions are Made, (3) Executive Compensation Design and Award Decisions for 2025 and (4) Executive Compensation Policies.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| 1. EXECUTIVE SUMMARY | 32 | | Factors Shaping Our Pay Design and Decisions | 32 | | Stockholder Engagement and Responding to the 2025 Say-on-Pay Vote | 32 | | Philosophy and Program Objectives | 34 | | Components of Executive Compensation | 34 | | Executive Compensation Policies and Practices | 35 | | Total Direct Compensation Table | 36 | | 2. HOW EXECUTIVE COMPENSATION DECISIONS ARE MADE | 37 | | Overview | 37 | | Role of the MDC Committee’s Independent Compensation Consultant | 37 | | Company Market Data | 37 | | 3. EXECUTIVE COMPENSATION DESIGN AND AWARD DECISIONS FOR 2025 | 39 | | Overview | 39 | | Base Salary | 40 |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
| Annual Incentive Framework | 40 | | 2025 Annual Incentives — Cash and Equity Awards | 41 | | 2025 Annual Cash Incentives — Corporate Performance | 41 | | 2025 Annual Cash Incentives — Individual Performance | 43 | | 2025 Annual Equity Incentives | 45 | | Payout of PSU Awards Granted in 2023 | 47 | | Dividend Equivalents on RSU and PSU Awards | 48 | | Other Compensation | 48 | | Severance Arrangements | 48 | | 4. EXECUTIVE COMPENSATION POLICIES | 48 | | Stock Ownership Guidelines | 48 | | Clawback Policies | 49 | | Prohibition on Hedging Company Securities | 49 | | Prohibition on Pledging Company Securities | 49 | | Equity Award Grant Practices | 49 | | Risks Related to Compensation Policies and Practices | 49 | | REPORT OF THE COMPENSATION COMMITTEE | 50 |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
Effective January 1, 2026, Mr. Green retired as the Company’s Chief Corporate Officer, Chief Legal Officer and Secretary and transitioned to the role of Senior Advisor to the Company, in which capacity he served through March 31, 2026.
STOCKHOLDER ENGAGEMENT AND RESPONDING TO THE 2025 SAY-ON-PAY VOTE
| What We Heard | What We Did for 2025 | | Apply corporate performance scorecard only to annual cash incentives | ▪ Applied the corporate performance scorecard solely to annual cash incentives (with a potential maximum of 150% of target) and not to long-term equity incentives, which were awarded instead at target (100%) levels – For strong performance years like 2025, bifurcating the cash incentive and equity incentive frameworks reduces an NEO’s maximum incentive opportunity, as initial equity grants are awarded at target despite relative outperformance but are highly dependent on future stock performance and, for PSUs, future financial performance | | Streamline corporate performance scorecard | ▪ Removed the post-scorecard application of the Absolute Tangible Economic Return modifier and instead incorporated Absolute Tangible Economic Return directly into the scorecard as a new metric | | Use objective, publicly disclosed and/or quantifiable scorecard metrics | ▪ Removed the Operational Risk metric from the scorecard and instead considered Operational Risk achievements as part of an NEO’s individual assessment, which resulted in a fully quantitative and objective scorecard | | Increase equity as a percentage of total target compensation | ▪ Increased equity as a percentage of the NEOs’ total target compensation (including base salary, cash bonus and equity awards) – Equity comprises 55% of the CEO’s total target compensation (up from 50%) – Equity comprises 50% of the other NEOs’ total target compensation (up from an average of 44%) | | Increase PSUs as a percentage of total equity | ▪ Increased performance stock units (“PSUs”) as a percentage of the NEOs’ total equity to 60% (up from 50%) | | Increase difficulty required to receive PSU payout | ▪ For the PSU awards granted in early 2025 for performance in 2024, the MDC Committee meaningfully increased the Average Earnings Available for Distribution (“EAD”) Return on Equity achievement levels (threshold, target, above target and maximum) |
COMPONENTS OF EXECUTIVE COMPENSATION
| Compensation Element | | | Objectives | Key Measures | Governance Principles | | ◀ FIXED ▶ | Short- Term | BASE SALARY | ▪ Provide a level of fixed pay appropriate to NEO’s roles and responsibilities | ▪ Experience, duties and scope of responsibilities ▪ Internal and external market factors | ▪ Comprises minority of overall compensation opportunity compared to “at risk” pay | | ◀ AT RISK / VARIABLE ▶ | | ANNUAL CASH INCENTIVES | ▪ Provide a market competitive annual cash incentive opportunity ▪ Incentivize and reward superior Company and individual performance | ▪ Achievement of corporate performance scorecard (75%) and individual objectives (25%) | ▪ No guaranteed minimum award amounts ▪ Maximum award value of 150% of target | | | Long- Term | EQUITY INCENTIVES | ▪ Align NEO’s interests with long-term stockholder interests ▪ Encourage long-term, sustainable performance results ▪ Support retention of key talent | ▪ Restricted stock units (“RSUs”) vest based on continued service and provide both retention and stock value accumulation incentives ▪ PSUs eligible to vest based on achievement of multiple rigorous Company performance metrics over a three-year performance period | ▪ No guaranteed minimum award amounts ▪ Awarded at target levels ▪ Target mix of PSUs (60%) and RSUs (40%) ▪ PSUs have a maximum award payout of 150% of grant |
EXECUTIVE COMPENSATION POLICIES AND PRACTICES
| | What the Company Does | | What the Company Does Not Do | | ▪ Majority of compensation is “at risk” — for 2025, variable compensation comprised 95% of the CEO’s total direct compensation and 88% of the other NEOs’ total direct compensation(1) ▪ MDC Committee applied a corporate performance scorecard with financial and non-financial goals (75% weighting) and individual achievements (25% weighting) in determining total cash incentive awards for 2025 ▪ Diversified mix of rigorous performance metrics, including Tangible Economic Return and EAD Return on Equity ▪ Relative performance metrics for the corporate performance scorecard and PSU program require above-median (i.e., 55%) performance to achieve target payouts ▪ Robust clawback policies cover cash and all equity compensation (time- and performance-based awards) and are triggered by a financial restatement or misconduct ▪ All NEOs are subject to robust stock ownership requirements and holding restrictions ▪ MDC Committee annual assessment of NEO compensation practices against peer companies and best practices ▪ MDC Committee annual compensation risk assessment ▪ Regular stockholder feedback through robust outreach, including meetings with the MDC Committee Chair | | ▪ No minimum guaranteed bonus amounts ▪ No guaranteed salary increases ▪ No severance benefits paid to an executive other than in connection with their involuntary termination of employment by the Company without “cause” ▪ No enhanced cash severance for terminations in connection with a change in control ▪ No NEO severance payments and benefits exceeding 2.99 times salary and bonus ▪ No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company ▪ No excessive perquisites ▪ No tax gross-ups for change in control excise taxes or on any executive perquisites, other than for non-cash relocation benefits ▪ No hedging or pledging of Company stock ▪ No dividends or dividend equivalents on unvested awards paid unless and until the underlying awards are earned and vested ▪ No repricing of options or stock appreciation rights (“SARs”) or the exchange of underwater options or SARs for cash or other awards without stockholder approval ▪ No supplemental executive retirement plans | |
TOTAL DIRECT COMPENSATION TABLE
TOTAL DIRECT COMPENSATION TABLE The following table supplements the Summary Compensation Table on page 51 and shows the total direct compensation paid or awarded to each NEO for the last three fiscal years. The table below is not a substitute for the required information included in the Summary Compensation Table; however, the MDC Committee believes that it best aligns with how the MDC Committee views executive compensation for a given performance year. In accordance with SEC rules, the Summary Compensation Table includes the grant date fair value of stock awards in the year granted, even if the grant is based on a review of prior year performance. As discussed in more detail below, the RSU and PSU awards granted in early 2025 for performance in 2024 are included in the Summary Compensation Table but not in the Total Direct Compensation Table; conversely, the RSU and PSU awards granted in early 2026 for performance in 2025 are included in the Total Direct Compensation Table but not in the Summary Compensation Table.
Summary Compensation Table
Summary Compensation Table The following Summary Compensation Table provides information concerning the compensation of our NEOs paid or awarded during the last three fiscal years. As explained in the Compensation Discussion and Analysis above, the NEOs were also awarded RSUs and PSUs as part of their total annual incentive award for 2025 performance, but because those equity awards were granted in early 2026, in accordance with SEC rules they do not appear in this year’s Summary Compensation Table; however, in order to provide a complete picture of compensation paid or awarded to NEOs for service in 2025, these awards are included in the Total Direct Compensation Table on page 36 of this Proxy Statement, which is intended to supplement the Summary Compensation Table. Please see the Compensation Discussion and Analysis above for a full discussion as to how the MDC Committee determined cash and equity awards for the NEOs linked to Company and individual performance for 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Award(2) ($) | All Other Compensation(3) ($) | Total ($) | | David L. Finkelstein Chief Executive Officer, Co-Chief Investment Officer and Director | 2025 | 1,000,000 | 8,773,000 | 9,483,629 | 14,000 | 19,270,629 | | | 2024 | 1,000,000 | 8,483,650 | 8,328,092 | 13,800 | 17,825,542 | | | 2023 | 1,000,000 | 7,328,100 | 6,984,000 | 15,200 | 15,327,300 | | Serena Wolfe Chief Financial Officer | 2025 | 750,000 | 2,653,125 | 2,723,184 | 14,000 | 6,140,309 | | | 2024 | 750,000 | 2,723,200 | 2,348,400 | 11,750 | 5,833,350 | | | 2023 | 750,000 | 2,348,400 | 1,781,232 | 14,250 | 4,893,882 | | Steven F. Campbell President and Chief Operating Officer | 2025 | 750,000 | 3,183,750 | 3,078,644 | 14,000 | 7,026,394 | | | 2024 | 750,000 | 3,078,650 | 2,739,800 | 13,800 | 6,582,250 | | | 2023 | 750,000 | 2,739,800 | 1,828,704 | 15,200 | 5,333,704 | | Anthony C. Green(1) Former Chief Corporate Officer, Chief Legal Officer and Secretary | 2025 | 750,000 | 2,074,106 | 2,286,981 | 14,000 | 5,125,087 | | | 2024 | 750,000 | 2,287,000 | 2,035,280 | 13,800 | 5,086,080 | | | 2023 | 750,000 | 2,035,300 | 1,781,232 | 15,200 | 4,581,732 |
Summary Compensation Table
(1) Effective January 1, 2026, Mr. Green retired as the Company’s Chief Corporate Officer, Chief Legal Officer and Secretary and transitioned to the role of Senior Advisor to the Company, in which capacity he served through March 31, 2026. (2) These amounts equal the aggregate grant date fair value of stock awards, inclusive of RSUs and/or PSUs, granted during the applicable fiscal year. The grant date fair value of RSUs was determined based on the closing price of the Company’s common stock prior to the grant date, which was $20.41. The grant date fair value of PSUs with performance conditions was determined based on the closing price of the Company’s common stock prior to the grant date assuming that the PSUs would become earned at target, which was determined to be the probable outcome as of the grant date, excluding the effect of estimated forfeitures. Assuming the maximum level of performance, the grant date fair value of the stock awards granted during 2025 would be:
Summary Compensation Table
| Name | Grant Date Fair Value | | David L. Finkelstein | $11,560,641 | | Serena Wolfe | $3,319,589 | | Steven F. Campbell | $3,752,899 | | Anthony C. Green | $2,787,836 |
Summary Compensation Table
For more information about the assumptions used for determining the grant date fair value of the NEOs’ equity awards, see Note 14, “Long-Term Stock Incentive Plan,” of Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Represents Company matching contributions to the Company’s 401(k) plan.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table summarizes certain information regarding all plan-based awards granted to the NEOs during the year ended December 31, 2025. See “2025 Annual Equity Incentives — Grant of RSUs” and “2025 Annual Equity Incentives — Grant of PSUs” in the Compensation Discussion and Analysis above for a description of the plan-based awards.
Grants of Plan-Based Awards
| Name | Grant Date | Type of Award | Estimated Future Payouts Under Equity Incentive Plan Awards (# of Shares of Common Stock)(2) | | | All Other Stock Awards: Number of Shares of Stock(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | David L. Finkelstein | 2/01/2025 | RSU | — | — | — | 232,328 | 4,741,814 | | | 2/01/2025 | PSU | 116,164 | 232,328 | 348,492 | — | 4,741,814 | | Serena Wolfe | 2/01/2025 | RSU | — | — | — | 66,712 | 1,361,592 | | | 2/01/2025 | PSU | 33,356 | 66,712 | 100,068 | — | 1,361,592 | | Steven F. Campbell | 2/01/2025 | RSU | — | — | — | 75,420 | 1,539,322 | | | 2/01/2025 | PSU | 37,710 | 75,420 | 113,130 | — | 1,539,322 | | Anthony C. Green(1) | 2/01/2025 | RSU | — | — | — | 56,026 | 1,143,491 | | | 2/01/2025 | PSU | 28,013 | 56,026 | 84,039 | — | 1,143,491 |
Grants of Plan-Based Awards
(1) Effective January 1, 2026, Mr. Green retired as the Company’s Chief Corporate Officer, Chief Legal Officer and Secretary and transitioned to the role of Senior Advisor to the Company, in which capacity he served through March 31, 2026. (2) Amounts represent the number of shares to be earned at threshold, target and maximum performance (before dividend equivalents) for the PSUs granted in early 2025 based on 2024 performance. For additional details about these PSUs, see “2024 Annual Incentives — Grant of PSUs” in the Compensation Discussion and Analysis included in the Company’s proxy statement filed in April 2025. (3) Amounts represent the number of RSUs granted in early 2025 based on 2024 performance. For additional details about these RSUs, see “2024 Annual Incentives — Grant of RSUs” in the Compensation Discussion and Analysis included in the Company’s proxy statement filed in April 2025. See Footnote 2 to the Summary Compensation Table for additional information on how the grant date fair value for these awards was determined.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the value and number of shares underlying the outstanding equity awards held by the NEOs as of December 31, 2025. All market or payout values in the table shown for stock awards are based on the closing price of the Company’s common stock on December 31, 2025 of $22.36 per share.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | David L. Finkelstein | 2/1/2023 | 70,262 | 1,571,058 | — | — | | | 2/1/2024 | 179,012 | 4,002,708 | — | — | | | 2/1/2024 | — | — | 402,785 | 9,006,261 | | | 2/1/2025 | 257,143 | 5,749,717 | — | — | | | 2/1/2025 | — | — | 385,716 | 8,624,610 | | Serena Wolfe | 2/1/2023 | 17,924 | 400,781 | — | — | | | 2/1/2024 | 50,479 | 1,128,710 | — | — | | | 2/1/2024 | — | — | 113,586 | 2,539,783 | | | 2/1/2025 | 73,839 | 1,651,040 | — | — | | | 2/1/2025 | — | — | 110,760 | 2,476,594 | | Steven F. Campbell | 2/1/2023 | 18,399 | 411,402 | — | — | | | 2/1/2024 | 58,892 | 1,316,825 | — | — | | | 2/1/2024 | — | — | 132,516 | 2,963,058 | | | 2/1/2025 | 83,476 | 1,866,523 | — | — | | | 2/1/2025 | — | — | 125,214 | 2,799,785 | | Anthony C. Green(1) | 2/1/2023 | 17,924 | 400,781 | — | — | | | 2/1/2024 | 43,748 | 978,205 | — | — | | | 2/1/2024 | — | — | 98,442 | 2,201,163 | | | 2/1/2025 | 62,010 | 1,386,544 | — | — | | | 2/1/2025 | — | — | 93,020 | 2,079,916 |
Outstanding Equity Awards at Fiscal Year-End
(1) Effective January 1, 2026, Mr. Green retired as the Company’s Chief Corporate Officer, Chief Legal Officer and Secretary and transitioned to the role of Senior Advisor to the Company, in which capacity he served through March 31, 2026. The treatment of Mr. Green’s outstanding equity awards are more fully described under “Retirement of Former Chief Corporate Officer and Chief Legal Officer” below. (2) Represents the aggregate number of RSUs (including additional RSUs accrued as dividend equivalents), which vest in equal installments over three years starting on the first anniversary of the grant date, generally subject to continued employment, as set forth below:
Outstanding Equity Awards at Fiscal Year-End
| Grant Date | Remaining Vesting Date(s) | | 2/1/2023 | February 1, 2026 | | 2/2/2024 | February 1, 2026 and 2027 | | 2/1/2025 | February 1, 2026, 2027 and 2028 |
Outstanding Equity Awards at Fiscal Year-End
Based on the performance through the end of 2025, the number of PSUs shown in the table assumes maximum (150%) payouts for 2024 and 2025 PSU grants and includes additional PSUs accrued as dividend equivalents. The PSUs are subject to cliff vesting following the end of the three-year performance period and are generally subject to continued employment through the applicable vesting date.
Stock Vested in 2025
Stock Vested in 2025 The following table sets forth certain information with respect to our NEOs regarding stock vested during the year ended December 31, 2025.
Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(3) ($) | | David L. Finkelstein | 528,878 | 11,429,704 | | Serena Wolfe | 128,120 | 2,776,986 | | Steven F. Campbell | 142,982 | 3,084,635 | | Anthony C. Green(1) | 134,097 | 2,898,976 |
Stock Vested in 2025
(1) Effective January 1, 2026, Mr. Green retired as the Company’s Chief Corporate Officer, Chief Legal Officer and Secretary and transitioned to the role of Senior Advisor to the Company, in which capacity he served through March 31, 2026. (2) Reflects previously granted RSU awards vesting during the fiscal year and related earned dividends (before any taxes were withheld). (3) Reflects fair value of vested shares using closing price of our common stock on the applicable date of vesting (before any taxes were withheld). Certain awards that vested during 2025 may be paid during 2026, when performance results were certified or as the result of certain payment delays required by U.S. tax laws.
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation We did not provide the NEOs with any benefits pursuant to defined benefit plans and nonqualified deferred compensation plans during 2025. Our only retirement plan in which the NEOs were eligible to participate is the 401(k) Plan, which is a tax-qualified defined contribution retirement plan that is generally available to all employees on a non-discriminatory basis, and includes an opportunity to receive employer matching contributions up to 4% of eligible pay in 2025 (subject to limits set forth in the Internal Revenue Code). Such matching contributions are immediately vested.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
QUANTIFICATION OF TERMINATION PAYMENTS
| Name | Potential Payments | Termination by Company Without Cause (Other than within Two Years of Change in Control) ($) | Termination by Company Without Cause (within Two Years of a Change in Control)(2) ($) | Death ($) | Disability ($) | Retirement(3) ($) | Termination by Company for Cause or Voluntary Termination by Executive (with or without Good Reason, not Retirement) ($) | | David L. Finkelstein | Severance | 10,800,000 | 10,800,000 | — | — | — | — | | | Bonus | 8,773,000 | 8,773,000 | — | — | — | — | | | Equity Awards(1) | 28,954,355 | 28,954,355 | 23,077,398 | 28,954,355 | 28,954,355 | — | | | Benefits | — | — | — | — | — | — | | | TOTAL | 48,527,355 | 48,527,355 | 23,077,398 | 28,954,355 | 28,954,355 | — | | Serena Wolfe | Severance | 3,281,250 | 3,281,250 | — | — | — | — | | | Bonus | 2,653,125 | 2,653,125 | — | — | — | — | | | Equity Awards(1) | 8,196,908 | 8,196,908 | 6,524,782 | 8,196,908 | — | — | | | Benefits | — | — | — | — | — | — | | | TOTAL | 14,131,283 | 14,131,283 | 6,524,782 | 8,196,908 | — | — | | Steven F. Campbell | Severance | 3,750,000 | 3,750,000 | — | — | — | — | | | Bonus | 3,183,750 | 3,183,750 | — | — | — | — | | | Equity Awards(1) | 9,357,593 | 9,357,593 | 7,436,645 | 9,357,593 | — | — | | | Benefits | — | — | — | — | — | — | | | TOTAL | 16,291,343 | 16,291,343 | 7,436,645 | 9,357,593 | — | — |
CEO Pay Ratio
CEO Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of Mr. Finkelstein, the Company’s Chief Executive Officer and Co-Chief Investment Officer. For 2025, our last completed fiscal year: ▪ the annual total compensation of our median employee was $300,000, and ▪ the annual total compensation of the CEO as reported in the Summary Compensation Table included in this Proxy Statement was $19,270,629. Based on this information, for 2025, the CEO’s annual total compensation was 64 times that of the annual total compensation of our median employee. We took the following steps to identify our median employee, as well as to determine the annual total compensation of our median employee and our CEO. The required CEO pay ratio information reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from us, are likely not comparable to our SEC-required or supplemental CEO pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs (the “Non-PEO NEOs”), both as reported in the Summary Compensation Table on page 51 of this Proxy Statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC’s pay versus performance disclosure rules, for the past five fiscal years. The following table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income and Tangible Economic Return. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
Pay Versus Performance
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investments Based on: | | GAAP Net Income ($000s)(7) ($) | Tangible Economic Return(8) (%) | | | ($) | ($) | | | TSR(5) ($) | Peer Group TSR(6) ($) | | | | 2025(9) | 19,270,629 | 29,350,853 | 6,097,263 | 8,877,267 | 127.93 | 121.83 | 2,051,690 | 20.2 | | 2024 | 17,825,542 | 21,381,925 | 5,833,893 | 6,788,368 | 91.46 | 102.70 | 1,011,768 | 11.9 | | 2023 | 15,327,300 | 16,790,236 | 4,936,439 | 5,299,208 | 84.73 | 96.85 | (1,638,457) | 6.1 | | 2022 | 14,323,682 | 11,087,169 | 5,420,097 | 4,916,762 | 80.79 | 83.07 | 1,726,420 | (23.7) | | 2021 | 9,138,764 | 9,511,494 | 3,882,162 | 4,027,576 | 102.51 | 116.69 | 2,396,280 | 0.1 |
Pay Versus Performance
(1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Finkelstein for each corresponding year in the “Total” column of the Summary Compensation Table. (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Finkelstein, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Finkelstein during the applicable year. The Company does not sponsor any defined benefit or pension plans, so pension benefit adjustments have not been reflected. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Finkelstein’s total compensation in the most recent fiscal year to determine the compensation actually paid:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total ($) | Reported Value of Equity Awards(a) ($) | Adjusted Equity Value(b) ($) | Compensation Actually Paid ($) | | 2025 | 19,270,629 | (9,483,629) | 19,563,853 | 29,350,853 |
Pay Versus Performance
(a) The reported value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The adjusted equity value for each applicable year includes the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values for the equity values set forth in the table below did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the adjusted equity value are as follows:
Pay Versus Performance
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 11,499,457 | (3,698,196) | — | 7,297,478 | — | 4,465,114 | 19,563,853 |
Pay Versus Performance
(3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Non-PEO NEOs, which include the Company’s NEOs as a group (excluding Mr. Finkelstein), in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs in each applicable year are as follows:
Relationship Between Financial Performance Measures and Compensation Actually Paid
Relationship Between Financial Performance Measures and Compensation Actually Paid While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table above. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In addition, any alignment between compensation actually paid and our performance measures is impacted by the fact that we pay annual cash incentives and award annual equity incentives for a particular performance year early in the subsequent year, and compensation actually paid for a particular performance year includes annual cash incentives paid in respect of such performance year regardless of when paid, but excludes equity incentives awarded in respect of such performance year unless granted during such performance year. This timing issue was particularly amplified in 2021, as Mr. Finkelstein received a one-time equity award upon the completion of our management internalization transaction in June 2020; however, such award was considered by the MDC Committee as part of Mr. Finkelstein’s total annual incentive compensation for 2020 and essentially reduced the 2020 equity incentive award that would otherwise have been awarded to him in early 2021 for performance in the prior year. In order to present more complete information on how the MDC Committee views executive compensation for a given performance year, regardless of when paid, we annually disclose a Total Direct Compensation Table. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
COMPENSATION ACTUALLY PAID AND CUMULATIVE TSR
COMPENSATION ACTUALLY PAID AND CUMULATIVE TSR The graph below presents the relationship between the amount of compensation actually paid (“CAP”) to our PEO and the average amount of CAP to the Non-PEO NEOs with our cumulative TSR over the last five fiscal years. As described in the Compensation Discussion and Analysis, we utilize a TSR governor in our PSU design, which limits payout opportunity if TSR for the performance period is negative.
COMPENSATION ACTUALLY PAID AND GAAP NET INCOME
COMPENSATION ACTUALLY PAID AND GAAP NET INCOME The graph below presents the relationship between the amount of CAP to our PEO and the average amount of CAP to the Non-PEO NEOs with our GAAP net income for the last five fiscal years. While we do not use GAAP net income as a performance measure in the overall executive compensation program, we use a non-GAAP adjusted earnings-linked measure (Average EAD Return on Equity) to determine 50% of PSU award payouts. For a reconciliation of EAD to GAAP net income, please refer to the Appendix.
COMPENSATION ACTUALLY PAID AND TANGIBLE ECONOMIC RETURN
COMPENSATION ACTUALLY PAID AND TANGIBLE ECONOMIC RETURN The graph below presents the relationship between the amount of CAP to our PEO and the average amount of CAP to the Non-PEO NEOs, with our Tangible Economic Return for the last five fiscal years. As described in the Compensation Discussion and Analysis, for 2025, we utilized both Relative and Absolute Tangible Economic Return to determine the annual cash incentive awards and have used Relative Economic Return to determine PSU award payout since the inception of our PSU program. While the Company uses multiple financial metrics for its annual cash incentive awards and PSU awards, Tangible Economic Return represents the most important performance measure (otherwise not required to be disclosed in the table above) used by the Company to link CAP to the NEOs for 2025 to Company performance.
COMPENSATION ACTUALLY PAID AND TANGIBLE ECONOMIC RETURN
| | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
COMPENSATION ACTUALLY PAID AND TANGIBLE ECONOMIC RETURN
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and stockholders are being asked to ratify this appointment at the Annual Meeting as a matter of good corporate governance. EY has served as Annaly’s independent registered public accounting firm since 2012. In appointing EY, the Audit Committee considered a number of factors, including EY’s: ▪ independence, ▪ objectivity, ▪ level of service, ▪ industry knowledge, ▪ technical expertise, and ▪ tenure as the independent auditor. The Company expects that representatives of EY will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If the appointment of EY is not ratified, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be advisable and in the best interest of the Company.
COMPENSATION ACTUALLY PAID AND TANGIBLE ECONOMIC RETURN
| | The Board unanimously recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026. |