EX-10.18 3 a2015form10-kexx1018direct.htm EXHIBIT 10.18
Exhibit 10.18
Dynex Capital, Inc.
Non-Employee Directors’ Annual Compensation
As of March 1, 2016
Cash Compensation
Annual retainer
Non-Employee Director $ 55,000
Non-Employee Chairman $ 75,000
Lead Independent Director $ 15,000
Audit Committee Chair $ 10,000
Compensation Committee Chair $ 5,000
Nominating & Corporate Governance Committee Chair $ 5,000
Annual retainers are payable in quarterly installments, prorated for the number of months served in the case of a change during the calendar year.
Excess meeting fee
In addition to the annual retainers, non-employee directors will also receive a cash fee of $1,000 for each meeting of the Board of Directors or a Board Committee attended as a member in excess of 15 meetings per year.
Equity Compensation
Non-employee directors will also receive an annual grant of restricted shares of the Company’s common stock with a grant date fair value of $50,000, which shares will vest at the end of one year. The shares are to be granted on the first Friday following the annual meeting of shareholders.