Dynex Capital Files Proxy Statement

TL;DR

DYN proxy filing out - shareholders vote soon on board & pay.

AI Summary

Dynex Capital, Inc. (DYN) filed a Definitive Additional Materials proxy statement on May 2, 2024. This filing relates to the company's annual meeting and likely includes information about director nominations, executive compensation, and other corporate governance matters. Shareholders will vote on these proposals.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and strategic direction at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders and does not inherently present new risks.

Key Players & Entities

• Dynex Capital, Inc. (company) — Registrant
• 0000826675-24-000058 (filing_id) — Accession Number
• 20240502 (date) — Filing Date

FAQ

Key Financial Figures

• $2,558.9 — ra Investment Corporation Mortgage REIT $2,558.9 Hannon Armstrong Sustainable Infrastru
• $2,141.6 — cture Capital, Inc. Infrastructure REIT $2,141.6 New York Mortgage Trust, Inc. Mortgage
• $1,628.1 — York Mortgage Trust, Inc. Mortgage REIT $1,628.1 Redwood Trust, Inc. Mortgage REIT $1,2
• $1,202.7 — 28.1 Redwood Trust, Inc. Mortgage REIT $1,202.7 Granite Point Mortgage Trust, Inc. Mor
• $859.0 M — oint Mortgage Trust, Inc. Mortgage REIT $859.0 MFA Financial, Inc. Mortgage REIT $1,899.
• $1,899.9 — 59.0 MFA Financial, Inc. Mortgage REIT $1,899.9 PennyMac Mortgage Investment Trust Mor
• $1,957.1 — Mortgage Investment Trust Mortgage REIT $1,957.1 Two Harbors Investment Corp. Mortgage
• $2,203.4 — Harbors Investment Corp. Mortgage REIT $2,203.4 Dynex Capital Mortgage REIT $870.7
• $870.7 — $2,203.4 Dynex Capital Mortgage REIT $870.7 How we set executive pay using our pe
• $500,000 — salary was set at an annualized rate of $500,000 when he joined the Company in July 2022
• $1.5 million — ach granted RSUs with a market value of $1.5 million in September 2023 to bridge the gap bet
• $750,000 — tal Chimera Investment Corporation CIM $750,000 $3,712,500 $1,463,378 $5,925,878 Redwo
• $3,712,500 — era Investment Corporation CIM $750,000 $3,712,500 $1,463,378 $5,925,878 Redwood Trust RW
• $1,463,378 — ent Corporation CIM $750,000 $3,712,500 $1,463,378 $5,925,878 Redwood Trust RWT $900,000
• $5,925,878 — tion CIM $750,000 $3,712,500 $1,463,378 $5,925,878 Redwood Trust RWT $900,000 $450,000 $4

Filing Documents

• defa14aletterfromcompcommi.htm (DEFA14A) — 67KB
• image_0.jpg (GRAPHIC) — 13KB
• 0000826675-24-000058.txt ( ) — 86KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Dynex Capital, Inc. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check all boxes that apply) No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Explanatory Note This notice is being refiled to include the cover page which was previously omitted. May 1, 2024 Dear Stockholders, On behalf of the Compensation Committee of the Board of Directors of Dynex Capital, Inc. ("the Company" or "Dynex"), we are writing to provide you with additional information to supplement the material in the Company's proxy statement ("Proxy Statement") for use at our 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Friday, May 17, 2024 at 900 am Eastern Time. Specifically, we would like to provide additional context around the Company's executive compensation program that we believe will be helpful for stockholders. Summary Our Compensation Committee works with Ferguson Partners Consulting L.P. ("FPC") as a compensation consultant to select an appropriate peer group for the Company. Our peer group consists of internally managed public residential mortgage real estate investment trusts ("REITs") that have similar market capitalization (market capitalization correlates closely with capital in the REIT industry), that are similar to us based on business strategy, asset class focus, and the executives of the peers are required to have comparable skills and experience as the Company's executives. We have used this peer group consistently over the years, with appropriate updates, and we believe it properly correlates with the Company's business. In 2023, we renegotiated the employment contracts of Byron Boston, our CEO, and Smriti Popenoe, our President and CIO, in connection with Mr. Boston's assumption of the Chairman title, while continuing as CEO, and Ms. Popenoe's promotion to President and CIO. In that process, the Compensation Committee increased their salaries and made a one-time bridge equity grant of restricted stock units ("RSUs"). The RSU grants were a one-time grant designed to further align compensation with the median compensation of the Company's peer group, provide leadership stability for the Company and its shareholders, and provide appropriate incentives for the executive officers to focus on important strategic initiatives of the Company during the next several years as disclosed in the Proxy Statement. How we develop our peer group In determining the compensation of the Company's executive officers, the Compensation Committee engaged the services of FPC as a compensation consultant to assist the Committee in determining appropriate compensation levels for the executive officers using the executive compensation structures and the financial performance of a group of comparable companies. Our methodology for choosing peers, and the companies in the current peer group, have not materially changed in recent years. The Company's peer group focuses principally on internally managed public residential mortgage REITs that have similar market capitalization, that are similar to us based on business strategy, asset class focus, and size, and the executives of which are required to have similar skills and experience as our executives. As an internally managed public mortgage REIT, capital is an important metric in assessing the Company's value. In the REIT industry, market capitalization correlates closely to capital. We would like to note that, for our business, capital is a more important financial metric for determining our peers than revenue. Capital indicates how much risk the management team is managing and the size of the Company's portfolio. Revenue can be influenced by operational or accounting factors that may not reflect the size and scope of the business or the complexity of the Company's operations. A peer group using solely revenue as a screening tool would result in a peer group that may not resemble the Company's direct competitors. To attract and retain executives with the necessary skill sets and expertise to operate a company like Dynex, we believe it is imperative the Compensation Committee recognizes the metrics that are relevant in the REIT industry and benchmarks against a relevant peer group developed utilizing those metrics. The peer group used by our Compensation Committee, as recommended by FPC, is generally comprised

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