Dynex Capital (DX) 10-K2014 FY Annual report

Filed: 12 Mar 15, 12:00am

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Exhibit 10.18

Dynex Capital, Inc.

Non-Employee Directors’ Annual Compensation

Effective January 1, 2015

Cash Compensation

Annual retainer

Non-Employee Director $ 55,000

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 retainer, 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.