Annaly Capital Management (NLY) Proxy Filing summary

Executive summary

• Achieved 11.9% economic return and 13.6% dividend yield in 2024, with $80.9bn in total assets and $27bn in dividends declared since IPO.

• Expanded leadership in residential mortgage finance, growing MSR portfolio by 24% and maintaining top issuer status in Prime Jumbo and Expanded Credit MBS.

• Hosted Investor Day and published the fifth annual Corporate Responsibility Report, highlighting strategic progress and ESG initiatives.

• Enhanced senior leadership with new Co-Chief Investment Officer and continued focus on board refreshment and succession planning.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Advisory approval of executive compensation (Say-on-Pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on a shareholder proposal to adopt the right to act by written consent, with board recommending against.

Board of directors and corporate governance

• Board comprises 89% independent directors, with diversity in gender (33% women) and ethnicity (56%).

• Board refreshment policy limits independent director tenure to 15 years or age 73.

• Leadership transition: three directors retiring, new independent chair appointed.

• Five standing committees: Audit, Corporate Responsibility, Management Development and Compensation, Nominating/Corporate Governance, and Risk.

• Annual board and committee self-evaluations, with external facilitation.