Dynex Capital Inc PRE 14A, filed Mar 27, 2026

Dynex Capital Inc (DX)

PRE 14A 2026-03-27 For: 2026-05-21

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Added on October 19, 2026

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	Check the appropriate box:
	☒			Preliminary Proxy Statement
	☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☐			Definitive Proxy Statement
	☐			Definitive Additional Materials
	☐			Soliciting Material under §240.14a-12

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	WHEN				WHERE				RECORD DATE
	Thursday, May 21, 2026 10:00 a.m. Eastern Time				The Annual Meeting will be a virtual meeting which means that shareholders may attend online by accessing meetnow.global/M6WRS9U				Shareholders of record at the close of business on Wednesday, March 25, 2026 are entitled to notice of and to vote at the meeting.

Proposal		Board Recommendation		See Page
1	To elect six (6) directors of the Company, to hold office until the next annual meeting and until their successors are duly elected and qualified		FOR each director nominee	4
2	To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement		FOR	57
3	To ratify the selection of Ernst & Young LLP, independent certified public accountants, as auditors for the Company for the 2026 fiscal year		FOR	58
4	To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 360,000,000 to 720,000,000		FOR	61
Shareholders may also transact such other business that may properly come before the meeting.

	Your vote is important.
	Whether or not you plan to attend the meeting, we urge you to vote your shares. You may vote your shares in advance of the meeting via the Internet, by telephone, or by mail, or by attending and voting online at the Annual Meeting of Shareholders. Please refer to the section “How can I vote?” in the accompanying proxy statement for detailed voting instructions.
	Internet Go to www.envisionreports.com/DYNX
	Phone Call toll-free 1 (800) 652-VOTE (8683)
	Mail Mark, sign, and date your proxy card and return it in the postage-paid envelope
	Attend the Meeting Attend the virtual meeting and vote online

	April [•], 2026 Dear Fellow Shareholders: You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Dynex Capital, Inc. (the “Company”) on Thursday, May 21, 2026 beginning at 10:00 a.m. Eastern Time. As with last year’s annual meeting, we will use a virtual meeting format, which means that you may attend virtually by accessing meetnow.global/M6WRS9U. We believe that this format facilitates expanded shareholder access and participation as shareholders will be able to participate from any location. The Notice of Annual Meeting of Shareholders (the “Notice”) accompanying the Proxy Statement describes the matters to be presented at the Annual Meeting of Shareholders. Details regarding how to attend the meeting and the business to be conducted are more fully described in the Notice. Whether or not you attend the Annual Meeting of Shareholders, we value the investment you have made in the Company and your vote is very important. We urge you to promptly vote your shares and submit your proxy by phone or over the Internet. If you receive your proxy materials by mail, you may instead sign, date and mail the proxy card in the postage-paid envelope provided. Instructions regarding all three methods of voting are contained on the proxy card. You may also attend the Annual Meeting of Shareholders and vote your shares online during the meeting. Thank you again for your investment in Dynex. Sincerely, Byron L. Boston Co-Chief Executive Officer and Chairman of the Board

	Proxy Summary					1
	Board Nominee Highlights					2
	Executive Compensation Highlights					3
	Corporate Governance and Board Matters					4
	Proposal One — Election of Directors					4
	BOARD RECOMMENDATION					4
	OUR DIRECTOR NOMINEES					4
	DIRECTOR NOMINEE BIOGRAPHIES					6
	DIRECTOR NOMINATION PROCESS					12
	DIRECTOR INDEPENDENCE					13
	DIRECTOR QUALIFICATIONS AND ATTRIBUTES					13
	BOARD COMPOSITION					13
	DIRECTOR SKILLS AND EXPERIENCE MATRIX					14
	Corporate Governance					15
	OVERVIEW					15
	OUR BOARD OF DIRECTORS					16
	BOARD LEADERSHIP STRUCTURE					16
	BOARD SIZE AND COMMITTEES					18
	COMMITTEES OF THE BOARD OF DIRECTORS					18
	MEETINGS AND ATTENDANCE					22
	BOARD REFRESHMENT					22
	BOARD AND COMMITTEE SELF-EVALUATION					22
	DIRECTOR STOCK OWNERSHIP REQUIREMENTS					23
	THE BOARD’S ROLE IN RISK OVERSIGHT					23
	ANALYSIS OF RISK ASSOCIATED WITH COMPENSATION POLICIES AND PRACTICES					25
	THE BOARD’S ROLE IN SUCCESSION PLANNING					25

	CORPORATE CULTURE					25
	CORPORATE RESPONSIBILITY					26
	COMMUNICATIONS WITH THE BOARD					26
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					26
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					27
	DIRECTOR COMPENSATION					27
	NON-QUALIFIED DEFERRED COMPENSATION FOR 2025					28
	Executive Officers					29
	EXECUTIVE LEADERSHIP					30
	Ownership of Dynex Stock					31
	STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS					31
	COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS					32
	Executive Compensation					33
	COMPENSATION DISCUSSION AND ANALYSIS					33
	EXECUTIVE SUMMARY					33
	HOW EXECUTIVE PAY LEVELS ARE DETERMINED					36
	2025 SAY ON PAY VOTE					37
	COMPENSATION DECISIONS MADE IN 2025					37
	LONG-TERM EQUITY INCENTIVE COMPENSATION					40
	MINIMUM STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS					44
	LIMITATIONS ON CERTAIN SHORT-TERM OR SPECULATIVE TRANSACTIONS IN THE COMPANY’S SECURITIES					45
	COMPENSATION COMMITTEE REPORT					45
	COMPENSATION OF EXECUTIVE OFFICERS					46
	GRANTS OF PLAN BASED AWARDS					47
	HOLDINGS OF STOCK-BASED AWARDS					48

	STOCK VESTED					49
	POLICIES AND PRACTICES RELATED TO THE TIMING OF GRANTS OF CERTAIN EQUITY AWARDS					49
	NON-QUALIFIED DEFERRED COMPENSATION FOR 2025					50
	OTHER COMPENSATION					50
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL					50
	PAY VERSUS PERFORMANCE					52
	Financial Performance Measures					55
	CEO PAY RATIO					56
	Proposal Two — Advisory and Non-Binding Vote to Approve Executive Compensation					57
	REQUIRED VOTE					57
	BOARD RECOMMENDATION					57
	Audit Committee Matters					58

	Proposal Three — Ratification of the Appointment of Independent Auditor					58
	BOARD RECOMMENDATION					58
	AUDIT FEES AND ALL OTHER FEES					59
	AUDIT COMMITTEE PRE-APPROVAL POLICY					59
	AUDIT COMMITTEE REPORT					59
	Proposal Four — Amendment to Our Articles of Incorporation to Increase the Number of Authorized Shares of Our Common Stock					61
	Common Stock					61
	Purpose and Effect of the Amendment					61
	Required Vote					62
	Board Recommendation					62
	GENERAL INFORMATION ABOUT THE ANNUAL MEETING					63
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING					63
	Appendix A — Third Articles of Amendment to the Restated Articles of Incorporation of Dynex Capital, Inc.					68

				Independent
				Committee Chair
				Mr. Gray is expected to be appointed Chair of the Audit Committee to succeed Ms. Palmer, who is the current Chair of the Audit Committee.
				Committee Member

WHAT WE DO		WHAT WE DO NOT DO
	Performance-Based Pay — Our compensation program is structured to align the interests of our executive officers with the interests of our shareholders and, as a result, the majority of total compensation is tied to Company performance including absolute and relative total economic return over both short- and long-term time horizons, except in the case of separation benefits.		Tax Gross-Ups — We provide no tax gross-ups.
	Meaningful Stock Ownership Requirements — All of our executive officers are subject to meaningful stock ownership requirements that require the retention of a dollar value of the Company’s stock based on a multiple of base salary.		Pledging of Owned Shares — We prohibit our employees and directors from pledging their owned shares.
	Annual Risk Assessment — Our Compensation Committee conducts an annual risk assessment of our compensation programs.
	Clawback Policy — We have adopted a clawback policy that allows recoupment of compensation to promote integrity and accountability.		Derivatives Trading and Hedging — We prohibit our employees and directors from engaging in any derivatives trading or hedging transactions associated with their holdings of Company stock.
	Independent Compensation Consultant — Our Compensation Committee periodically engages with an independent compensation consultant.		Single-Trigger Vesting — We do not provide for "single trigger" accelerated vesting of equity awards upon a change in control.

NOMINEE	AGE	INDEPENDENT	TENURE
Byron L. Boston	67		14 years
Marie Chandoha	64	•	2 years
Julia L. Coronado	57	•	5 years
Alexander I. Crawford	59	•	2 years
Andrew I. Gray	60	•	2 years
Smriti L. Popenoe	57		3 years

Experience & Qualifications		Relevance to Our Company	Total Directors
	Leadership and Strategy	Executive experience managing business operations, leading people, navigating business cycles, and developing and implementing strategic plans and long-term corporate visions	6
	Finance and Accounting	Experience or understanding in financial reporting, accounting, and auditing matters and practices, including as they apply to real estate investment trusts or mortgage finance companies	6
	Public Company Governance	Experience on, or understanding of, public company boards, including corporate governance policies and practices and shareholder interests	6
	Technology, Cybersecurity, & AI	Experience in managing or overseeing innovative technology, including artificial intelligence and large language models, cybersecurity, data management, information security, financial technology, or privacy matters	3
	Risk Management	Experience or understanding in the management, assessment, and oversight of risk management programs and practices	6
	Human Capital Management and Executive Compensation	Experience or understanding with matters relating to human capital management and resilience, including talent management and executive development, succession planning, and executive compensation	5
	Capital Markets & M&A	Experience or understanding in capital markets, including capital raising and analyzing market fundamentals, and strategic business transactions, including mergers, acquisitions, and dispositions	6
	Capital and Portfolio Management	Experience or understanding with capital allocation and investment and portfolio management strategies and activities, including an understanding of the relationship with the macroeconomy, interest rates, and fixed income markets	6
	Financial Services and Industry Knowledge	Experience or understanding in the financial services, mortgage finance, real estate, and/or housing industries, including an understanding of the global economy and its impact on financial markets and the industry	6
	Government Policy and Regulatory	Experience or understanding in legal, regulatory, government, or public policy matters	5

Our Board of Directors:
1	oversees the activities of our management in the handling of the business and affairs of our Company	2	reviews and approves fundamental financial and business strategies	3	assesses major risks facing the Company	4	assures that the long-term interests of shareholders are being served


	Audit Committee				Compensation Committee
	• Reviews and discusses with management, the independent auditor, and control personnel the risks related to financial reporting and accounting, including the Company’s internal controls • Oversees the independent auditor and internal audit function and risks associated with the annual audit activities • Oversees risks associated with legal and regulatory compliance, including compliance with the Code of Conduct				• Oversees the executive compensation program and practices and associated risks, such as shareholder support of the executive pay • Reviews and approves incentive compensation for senior executives, including whether it encourages excessive risk-taking • Oversees human capital management, including risks associated with recruitment, retention, and development of key talent

	Nominating and Corporate Governance Committee				Risk Committee
	• Oversees Board governance matters, including risks associated with structure and composition of the Board and its Committees • Oversees the Company’s corporate governance policies and practices, including the Corporate Governance Guidelines, and associated risks • Oversees management succession planning for key senior executives				• Oversees the Company’s enterprise risk management program • Oversees the strategies, practices and processes established by management to assess and mitigate key risks • Reviews and discusses periodic reporting from management on the Company’s key risks across all major risk categories, including market, liquidity, credit (including counterparty), and operational (including cyber, third party, and information security) risk • Reviews and discusses periodic scenario planning and analysis by management to identify and mitigate potential risks

	Investment Committee
	• Oversees risks related to the Company’s investment activities of the Company, including the risk profile of the investment portfolio and risk management strategies for the Company’s investments • Oversees the compliance with the Company’s investment policy

Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	All Other Compensation(2) ($)	Total ($)
Marie Chandoha	124,105	242,048	—	366,153
Julia L. Coronado	149,127	190,441	7,518	347,086
Alexander I. Crawford	120,909	144,736	7,518	273,163
Andrew I. Gray	124,105	144,736	7,518	276,359
Joy D. Palmer	136,825	190,441	7,518	334,784

	Non-Employee Director Compensation			Annual Retainer ($)
	Annual Retainer Fee (Cash)			$100,000
	Annual Retainer Fee (RSUs)			$125,000
	Lead Independent Director			$30,000

Committee Service	Chair	Member
Audit Committee	$30,000	$10,000
Compensation Committee	$25,000	$10,000
Nominating and Corporate Governance Committee	$20,000	$10,000
Risk Committee	$20,000	$10,000

	Common Stock		Series C Preferred Stock(1)
Name	Shares	Percentage(2)	Shares	Percentage(3)
Byron L. Boston(4)	862,422	*	—	—
Marie Chandoha	20,426	*	—	—
Robert S. Colligan(5)	266,836	*	—	—
Julia L. Coronado	45,670	*	—	—
Alexander I. Crawford	21,731	*	—	—
Andrew I. Gray	21,731	*	—	—
Joy D. Palmer(6)	45,670	*	—	—
Smriti L. Popenoe(7)	289,471	*	—	—
Michael A. Sartori(8)	6,355	*	1,714	*
All directors and executive officers as a group (9 persons)	1,580,312	*	1,714	*

	Byron L. Boston				Smriti L. Popenoe
	Co-Chief Executive Officer and Chairman of the Board				Co-Chief Executive Officer and President

	2025	2024	2023
Net income (loss) to common shareholders (GAAP)	$308.9 million	$106.2 million	$(13.8 million)
Comprehensive income to common shareholders (GAAP)	$354.3 million	$92.2 million	$9.0 million
Net income (loss) to common shareholders per common share (GAAP)	$2.49	$1.50	$(0.25)
Dividends declared per common share	$2.00	$1.60	$1.56
Total economic return to common shareholders(1)	21.6%	7.4%	1.0%
Return on equity – GAAP(2)	19.6%	11.3%	(1.7)%
Total common shareholder return(3)	29.4%	13.7%	12.0%
Book value per common share, period end	$13.45	$12.70	$13.31

Base Salary
Name	2026	2025	2024
Byron L. Boston	$950,000	$900,000	$900,000
Smriti L. Popenoe	$950,000	$900,000	$844,295
Robert S. Colligan	$560,000	$560,000	$526,577

		Incentive Opportunity as a % of Base Salary
	2025 Base Salary as of Year End 2025	Minimum	Target	Maximum
Mr. Boston	$900,000	0%	200%	400%
Ms. Popenoe	900,000	0%	200%	400%
Mr. Colligan	560,000	0%	175%	350%

	Metric			Weighting (of incentive opportunity)
	Absolute Total Economic Return			22.5%
	Relative Total Shareholder Return			22.5%
	Capital Growth			25%
	Strategic Goals			30%

Annual Cash Incentive Plan for 2025
Performance Metric/Objective		Performance Target			Value Achieved	Percentage of Target Achieved	Weighted Average Percentage Achieved
Performance Metric/Objective	Weighting	Minimum	Target	Maximum	Value Achieved	Percentage of Target Achieved	Weighted Average Percentage Achieved
Absolute Total Economic Return	22.5%	0%	8%	12%	21.6%	200%	45%
Relative Total Shareholder Return	22.5%	25%	55%	100%	66.6%	125.8%	28.3%
Corporate/Individual Objectives:
Capital Growth	25%	$50 million	$120 million	$250 million	$1.2 billion	200%	50%
Strategic Goals(1)	30%	—	—	—	—	180.3%	54.1%
Totals	100%						177.4%

Annual Cash Incentive Plan for 2025
Metric	Weighted Average Percentage of Target Achieved	Byron L. Boston	Smriti L. Popenoe	Robert S. Colligan
Base Salary as of December 31, 2025		$900,000	$900,000	$560,000
Target incentive bonus %		200%	200%	175%
Target incentive bonus		$1,800,000	$1,800,000	$980,000
Maximum incentive bonus %		400%	400%	350%
Maximum incentive bonus		$3,600,000	$3,600,000	$1,960,000
Annual Cash Bonus Earned	177.4%	$3,192,480	$3,192,480	$1,738,128

	2025 Long-Term EIC Value(1)	Target # of PSUs(2)	# of RSUs(2)
Byron L. Boston	$3,100,000	151,444	94,914
Smriti L. Popenoe	3,100,000	151,444	94,914
Robert S. Colligan	1,400,000	68,394	45,596

	Metric			Weighting
	Absolute TER			50%
	Relative TER compared to peer group			50%
	Absolute TSR/Absolute TER			Vesting cap

Absolute TER (Weighting: 50%)
Performance Level	TER Performance (per common share)	TER Performance as a Percentage Increase	Absolute TER Vesting Percentage
Maximum	$4.57	36%	200%
Target	$3.05	24%	100%
Threshold	$0.00	0%	1%
Below Threshold			0%

Relative TER (Weighting: 50%)
Performance Level	Relative TER	Relative TER Vesting Percentage
Maximum	100th Percentile	200%
Target	55th Percentile	100%
Threshold	25th Percentile	50%
Below Threshold	Below 25th Percentile	0%

				Multiple of Base Salary
	Chief/Co-Chief Executive Officer			5x
	President			4x
	Other Executive Officers			3x

Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Stock Awards(1) ($)	Non-Equity Incentive Plan Compensation(2) ($)	All Other Compensation(3) ($)	Total ($)
Byron L. Boston Co-Chief Executive Officer and Chairman of the Board	2025	900,000	3,122,248	3,192,480	556,283	7,771,011
	2024	900,000	3,176,238	2,824,433	298,917	7,199,588
	2023	850,000	2,931,062	2,269,800	126,377	6,117,239
Smriti L. Popenoe Co-Chief Executive Officer and President	2025	900,000	3,122,248	3,192,480	460,547	7,675,275
	2024	844,295	2,254,100	2,824,433	233,026	6,155,854
	2023	750,000	2,595,663	2,017,600	142,863	5,506,126
Robert S. Colligan(4) Senior Advisor to the Co-CEOs (former Chief Financial Officer)	2025	560,000	1,373,580	1,738,128	45,931	3,717,639
	2024	526,577	1,280,750	1,537,747	34,174	3,379,248
	2023	500,000	670,811	945,750	21,800	2,138,361

	Byron L. Boston	Smriti L. Popenoe	Robert S. Colligan(4)
Dividend equivalents paid concurrently with the settlement of vested RSUs or PSUs	$526,936	$431,048	$22,181
Matching contributions to the Company’s 401(k) Savings Plan	21,000	21,000	21,000
HSA Company contributions	3,177	—	2,750
Executive health program	5,170	8,499	—
Total other compensation	$556,283	$460,547	$45,931

Grants of Plan-Based Awards for 2025
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units(3) (#)	Grant Date Fair Value of Stock and Option Awards(4) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards(4) ($)
Byron L. Boston		—	1,800,000	3,600,000	—	—	—	—	—
	5/28/25	—	—	—	38,618	151,444	302,888	—	1,824,900
	2/21/25	—	—	—	—	—	—	76,435	1,074,676
	5/28/25	—	—	—	—	—	—	18,479	222,672
Smriti L. Popenoe		—	1,800,000	3,600,000	—	—	—	—	—
	5/28/25	—	—	—	38,618	151,444	302,888	—	1,824,900
	2/21/25	—	—	—	—	—	—	76,435	1,074,676
	5/28/25	—	—	—	—	—	—	18,479	222,672
Robert S. Colligan		—	980,000	1,960,000	—	—	—	—	—
	5/28/25	—	—	—	17,440	68,394	136,788	—	824,148
	5/28/25	—	—	—	—	—	—	45,596	549,432