Dynex Capital (DX) 10-K2019 FY Annual report

Filed: 25 Feb 20, 3:42pm

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Exhibit 10.18

Dynex Capital, Inc.

Non-Employee Directors’ Annual Compensation

As of January 1, 2020

Cash Compensation

Annual retainer

Non-Employee Director $65,000

Additional annual retainers

Chairperson of the Board $25,000

Audit Committee Chair $20,000

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 attended above 15 meetings per year and for each Board Committee meeting attended as a member above 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 $80,000, 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.