Annaly Capital Management Files Definitive Proxy Statement (DEF 14A)

Ticker: NLY-PJ · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 1043219

Annaly Capital Management Inc DEF 14A Filing Summary
FieldDetail
CompanyAnnaly Capital Management Inc (NLY-PJ)
Form TypeDEF 14A
Filed DateApr 4, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$11 b, $74 b, $0.6, $13.3b, $0.5b
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Annaly Capital Management, Board Succession, Corporate Governance

TL;DR

<b>Annaly Capital Management filed its DEF 14A, highlighting strategic growth initiatives and board succession planning with new director appointments.</b>

AI Summary

ANNALY CAPITAL MANAGEMENT INC (NLY-PJ) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Annaly Capital Management, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing concerns the company's proxy materials for its annual meeting. The company has been proactively managing its core Agency strategy while building its Residential Credit and Mortgage Servicing Rights businesses. In 2023, Annaly appointed three new Directors: Manon Laroche, Martin Laguerre, and Scott Wede. These appointments are part of a longer-term Board succession planning process.

Why It Matters

For investors and stakeholders tracking ANNALY CAPITAL MANAGEMENT INC, this filing contains several important signals. The appointment of new directors signifies a focus on enhancing the Board's skills and experiences to support Annaly's future growth and diversification in capital management. The company's proactive management of its core Agency strategy alongside scaling Residential Credit and Mortgage Servicing Rights businesses indicates a strategic pivot towards diversified financial services.

Risk Assessment

Risk Level: — ANNALY CAPITAL MANAGEMENT INC shows moderate risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts that would immediately impact the company's risk profile.

Analyst Insight

Stockholders should review the proxy statement for details on director nominations, executive compensation, and proposals to be voted on at the upcoming annual meeting.

Key Numbers

  • 2023 — Year of Board Appointments (Three new Directors were appointed to the Board in 2023.)
  • 25 — Years as Public Company (Annaly has been a public company for over twenty-five years.)

Key Players & Entities

  • Annaly Capital Management Inc (company) — Registrant
  • Wellington J. Denahan (person) — co-founder who retired from the Board
  • Manon Laroche (person) — new Director appointed in 2023
  • Martin Laguerre (person) — new Director appointed in 2023
  • Scott Wede (person) — new Director appointed in 2023

FAQ

When did ANNALY CAPITAL MANAGEMENT INC file this DEF 14A?

ANNALY CAPITAL MANAGEMENT INC filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ANNALY CAPITAL MANAGEMENT INC (NLY-PJ).

Where can I read the original DEF 14A filing from ANNALY CAPITAL MANAGEMENT INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ANNALY CAPITAL MANAGEMENT INC.

What are the key takeaways from ANNALY CAPITAL MANAGEMENT INC's DEF 14A?

ANNALY CAPITAL MANAGEMENT INC filed this DEF 14A on April 4, 2024. Key takeaways: Annaly Capital Management, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024.. The filing concerns the company's proxy materials for its annual meeting.. The company has been proactively managing its core Agency strategy while building its Residential Credit and Mortgage Servicing Rights businesses..

Is ANNALY CAPITAL MANAGEMENT INC a risky investment based on this filing?

Based on this DEF 14A, ANNALY CAPITAL MANAGEMENT INC presents a moderate-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts that would immediately impact the company's risk profile.

What should investors do after reading ANNALY CAPITAL MANAGEMENT INC's DEF 14A?

Stockholders should review the proxy statement for details on director nominations, executive compensation, and proposals to be voted on at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does ANNALY CAPITAL MANAGEMENT INC compare to its industry peers?

Annaly Capital Management operates within the real estate investment trusts (REITs) sector, specifically focusing on mortgage finance and diversified capital management.

Are there regulatory concerns for ANNALY CAPITAL MANAGEMENT INC?

As a publicly traded company, Annaly Capital Management is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Risk Factors

  • Board Composition and Succession Planning [low — operational]: The company is actively managing its Board composition and succession planning, appointing new directors to enhance skills and experiences for future success.

Industry Context

Annaly Capital Management operates within the real estate investment trusts (REITs) sector, specifically focusing on mortgage finance and diversified capital management.

Regulatory Implications

As a publicly traded company, Annaly Capital Management is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on director nominees and corporate governance proposals.
  2. Analyze the company's strategic focus on diversifying beyond its core Agency strategy into Residential Credit and MSRs.
  3. Monitor future filings for updates on the performance of new business segments and the impact of board composition changes.

Key Dates

  • 2024-04-04T00:00:00.000Z: Filing Date — Definitive Proxy Statement (DEF 14A) filed by Annaly Capital Management Inc.

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (This filing provides detailed information to shareholders regarding matters to be voted on at the annual meeting, including director elections.)
Mortgage Servicing Rights (MSRs)
The rights to service a mortgage loan, including collecting payments and managing the loan on behalf of the investor. (Annaly is actively building and scaling its Mortgage Servicing Rights business as part of its diversification strategy.)

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement. Specific comparative financial data or operational changes from a previous filing are not detailed within this excerpt.

Filing Stats: 4,264 words · 17 min read · ~14 pages · Grade level 17 · Accepted 2024-04-04 16:17:27

Key Financial Figures

  • $11 b — MARY Annaly at a Glance NLY 1997 $11 bn $74 bn New York Stock Exchange ("N
  • $74 b — naly at a Glance NLY 1997 $11 bn $74 bn New York Stock Exchange ("NYSE") Tra
  • $0.6 — A purchase contracts (market value) of ($0.6)bn, exclude assets transferred or pledg
  • $13.3b — r pledged to securitization vehicles of $13.3bn and include unsettled MSR commitments
  • $0.5b — nd include unsettled MSR commitments of $0.5bn and $1.4bn of retained securities that
  • $1.4b — unsettled MSR commitments of $0.5bn and $1.4bn of retained securities that are elimin
  • $1.1b — n net of participations issued totaling $1.1bn. MSR commitments represent the market
  • $518m — assets include unsettled commitments of $518mm. MSR commitments represent the market
  • $5.2b — ry 5, 2024 issue). (3) Comprised of $5.2bn of unencumbered assets, which represen
  • $1.0b — inancial assets and capital stock), and $1.0bn of fair value of collateral pledged fo

Filing Documents

Executive Compensation Design and Award Decisions

Executive Compensation Design and Award Decisions for 2023 42

Executive Compensation Policies

Executive Compensation Policies 52 Report of the Compensation Committee 53

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 54 Summary Compensation Table 54 Grants of Plan-Based Awards 55 Outstanding Equity Awards at Fiscal Year-End 56 Stock Vested in 2023 57 Pension Benefits and Nonqualified Deferred Compensation 57 Potential Payments Upon Termination or Change in Control 57 Compensation Committee Interlocks and Insider Participation 59 CEO Pay Ratio 59 PAY FOR PERFORMANCE DISCLOSURE 60 Pay Versus Performance 60 Financial Performance Measures 62 Relationship between Financial Performance Measures and Executive Compensation 62 SAY-ON-PAY VOTE 65 PROPOSAL 2 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 65 AUDIT COMMITTEE MATTERS 66 PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 66 Report of the Audit Committee 67 Relationship with Independent Registered Public Accounting Firm 68 STOCK OWNERSHIP INFORMATION 69

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 69 OTHER INFORMATION 71 Where You Can Find More Information 71 Stockholder Proposals and Nominations 71 Other Matters 72 Questions and Answers about the Annual Meeting 72 Cautionary Note Regarding Forward-Looking Statements 77 APPENDIX A A-1 Non-GAAP Reconciliations A-1 TABLE OF CONTENTS PROXY SUMMARY 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 2023 Annual Report on Form 10-K carefully before voting. The 2024 Annual Meeting of Stockholders Date and Time Wednesday, May 15, 2024 at 9:00 a.m. (Eastern Time) Virtual Meeting www.virtualshareholdermeeting.com/NLY2024 Record Date Close of business on March 18, 2024 VOTING MATTERS Proposal Board Vote Recommendation Page Reference 1 Election of Directors FOR each Director nominee 12 2 Approval, on an advisory basis, of the Company's executive compensation FOR 65 3 Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 FOR 66 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/NLY2024 PARTICIPATE IN THE ANNUAL MEETING The virtual Annual Meeting will be available to stockholders across the globe via any Internet-connected device and has been designed to provide the same rights to participate as you would have at an in-person meeting,

Executive Compensation

Executive Compensation The Management Development and Compensation ("MDC") Committee of our Board carefully considers the feedback we receive from our stockholders through our engagement efforts, as well as the voting results on our advisory resolutions on executive compensation, when making executive compensation decisions. In response to this feedback, for 2023 the MDC Committee adopted refinements to its annual incentive framework for executive officers, which consists of a corporate scorecard of objective financial and risk metrics along with a qualitative assessment of individual performance. These enhancements included: Increasing the weighting of the Relative Tangible Economic Return metric such that it now accounts for more than 60% of the total scorecard value linked to financial metrics, with Operating Efficiency accounting for the remainder – Both such metrics had been equally-weighted in 2022 Replacing the Total Stockholder Return ("TSR") governor, which had previously only capped the portion of the annual incentive award tied to Relative Tangible Economic Return, with an Absolute Tangible Economic Return modifier, which impacts overall annual incentive award opportunity, including the portion of the award tied to individual performance The MDC Committee believes that these compensation enhancements address the feedback we received from stockholders on our executive compensation program and serve to increase alignment between the interests of our stockholders and those of our executive officers. ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT |3 TABLE OF CONTENTS PROXY SUMMARY Recent Operating Achievements Note: Market data and financial data as of December 31, 2023. (1) Data shown since Annaly's initial public offering in October 1997 through December 31, 2023, and includes common and preferred dividends declared. (2) Issuer ranking data from Inside Nonconforming Markets for 2022 through 2023 year-end (January 5, 2024 issue)

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