Dynex Capital Reports Director/Officer Changes and Compensation

TL;DR

Dynex Capital (DX) filed an 8-K detailing director/officer changes and compensation. Watch for governance shifts.

AI Summary

Dynex Capital, Inc. filed an 8-K on July 22, 2024, reporting events as of July 18, 2024. The filing primarily concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes information on other events and financial statements/exhibits.

Why It Matters

Changes in a company's board of directors and executive officers, along with details on their compensation, can signal shifts in strategy or governance that may impact shareholder value.

Risk Assessment

Risk Level: medium — Changes in executive leadership and board composition can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• DYNEX CAPITAL, INC. (company) — Registrant
• July 18, 2024 (date) — Earliest event reported
• July 22, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share DX New York Stock Exchange
• $900,000 — rrent annual base salary at the rate of $900,000, and the Popenoe Agreement and the Coll
• $800,000 — 900,000 for Ms. Popenoe (increased from $800,000, effective July 22, 2024) and to $560,0
• $560,000 — 00,000, effective July 22, 2024) and to $560,000 for Mr. Colligan (increased from $500,0
• $500,000 — 60,000 for Mr. Colligan (increased from $500,000, as of July 22, 2024), respectively. Th
• $3,100,000 — r plan) at the minimum target amount of $3,100,000 for Mr. Boston (consistent with his Pri
• $2,200,000 — 100,000 for Ms. Popenoe (increased from $2,200,000) and 250% of his base salary for Mr. Co
• $652,500 — salary for Mr. Colligan (increased from $652,500). The actual amounts of the annual cash

Filing Documents

• dx-20240718.htm (8-K) — 45KB
• exhibit991pressreleasejuly.htm (EX-99.1) — 19KB
• image_0.jpg (GRAPHIC) — 17KB
• 0000826675-24-000089.txt ( ) — 261KB
• dx-20240718.xsd (EX-101.SCH) — 2KB
• dx-20240718_def.xml (EX-101.DEF) — 16KB
• dx-20240718_lab.xml (EX-101.LAB) — 28KB
• dx-20240718_pre.xml (EX-101.PRE) — 17KB
• dx-20240718_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Co-Chief Executive Officers On July 18, 2024, the board of directors (the " Board ") of Dynex Capital, Inc. (the " Company ") appointed Smriti L. Popenoe, the Company's current President and Chief Investment Officer, as the Company's Co-Chief Executive Officer and co-principal executive officer, effective as of July 22, 2024, to serve alongside Byron L. Boston, the Company's current Chairman of the Board and Chief Executive Officer. Ms. Popenoe's new title is Co-Chief Executive Officer, President, Chief Investment Officer and Director, and Mr. Boston's new title is Co-Chief Executive Officer and Chairman of the Board. The biographies of Ms. Popenoe and Mr. Boston are contained in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on March 28, 2024 (the " Definitive Proxy Statement "). There are no arrangements or understandings between Ms. Popenoe or Mr. Boston and any other person pursuant to which they have been selected as the Company's Co-Chief Executive Officers, and there are no family relationships between Ms. Popenoe or Mr. Boston and any of the Company's other executive officers or directors. Other than with respect to the compensation matters described below, there are no transactions between either Ms. Popenoe or Mr. Boston and the Company that would be required to be reported under Item 404(a) of Regulation S-K. Appointment of Chief Operating Officer Also on July 18, 2024, the Board appointed Robert S. Colligan, the Company's current Executive Vice President, Chief Financial Officer and Secretary, as the Company's Chief Operating Officer, effective as of July 22, 2024. Mr. Colligan will also continue to serve as the Chief Financial Officer and Secretary and will continue to be the Company's principal financial and accounting officer.

01 Other Events

Item 8.01 Other Events On July 22, 2024, the Company issued a press release announcing the appointment of Ms. Popenoe and Mr. Boston to serve as the Co-Chief Executive Officers of the Company and the appointment of Mr. Colligan to serve as the Chief Operating Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 99.1 P ress release , dated July 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYNEX CAPITAL, INC. Date: July 22, 2024 By: /s/ Robert S. Colligan Robert S. Colligan Chief Financial Officer, Chief Operating Officer and Secretary (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR