ANNALY CAPITAL MANAGEMENT INC
For the period ended May 14, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 3, 2025
Contents
Philosophy and Program Objectives
| | Stockholder Feedback | | | Prevalence of Feedback | | | Responsive Action | |
|---|---|---|---|---|---|---|---|---|
| | Increase performance-based equity as a percentage of total compensation | | | Moderate | | | ▪ For 2025, all NEOs will receive 60% of their target equity in the form of PSUs (up from 50%) | |
| | No material year-over-year increase in executive pay targets | | | Low | | | ▪ For 2024, the MDC Committee declined to raise NEO pay targets from their 2023 levels ▪ For 2025, the MDC Committee is declining to raise NEO pay targets for a second consecutive year | |
| | Increase scorecard’s weighting of absolute vs. relative performance metrics | | | Low | | | ▪ For 2025, the scorecard metrics will be rebalanced such that they are comprised of 60% absolute performance metrics (up from 50%) and 40% relative performance metrics (down from 50%) | |
Based on our stockholder engagement efforts, we believe that these enhancements address the views and concerns of our stockholders and strongly align with our compensation philosophy and program objectives. The MDC Committee will continue to consider the outcome of future Say-on-Pay votes, as well as stockholder feedback received during our engagement program, in evaluating ways to further enhance our executive compensation program.
PHILOSOPHY AND PROGRAM OBJECTIVES
The MDC Committee is committed to maintaining 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. Our compensation philosophy is driven by the following principles:
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