Dynex Capital (DX) 10-K 2023 FY Annual report

Exhibit 10.18

Dynex Capital, Inc.

Non-Employee Directors’ Annual Compensation

As of July 1, 2023

Cash Compensation

Annual retainer

Non-Employee Director         $100,000

Additional annual retainers

Lead Independent Director         $25,000 (as of January 1, 2024)

Audit Committee Chair          $30,000

Compensation Committee Chair     $10,000

Nominating & Corporate

Governance Committee Chair     $10,000

Members of above committees      $5,000 per committee

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 $120,000, 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.