ANNALY CAPITAL MANAGEMENT REIT INC (NLY)
Sector: Financials
2026 Annual Meeting Analysis
ANNALY CAPITAL MANAGEMENT REIT INC · Meeting: June 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine Directors for a term ending at the 2027 annual meeting of stockholders and when their respective successors are duly elected and qualify
NLY's 3-year price return of +79.7% outperforms REM (iShares Mortgage Real Estate ETF) by +39.9pp, well below the 65pp threshold required to trigger a vote against; no overboarding, attendance, or qualification concerns identified.
NLY outperforms REM (iShares Mortgage Real Estate ETF) by +39.9pp over 3 years, below the 65pp trigger threshold; Hamilton holds 1 outside public board seat (Larimar Therapeutics), well within the 4-board limit; no other concerns identified.
NLY outperforms REM (iShares Mortgage Real Estate ETF) by +39.9pp over 3 years, below the 65pp trigger threshold; Hannan holds 1 outside public board seat (Otis Worldwide), within limits; her KPMG background and CPA designation make her well-qualified for audit committee service.
Laguerre joined the board in 2023 and is within the 24-month new-director exemption window for meaningful TSR accountability; he holds no other public company board seats and brings relevant private equity and financial expertise.
Laroche joined the board in 2023 and is within the 24-month new-director exemption window; she holds no other public company board seats and brings deep expertise in Agency MBS and securitized products directly relevant to NLY's business.
NLY outperforms REM (iShares Mortgage Real Estate ETF) by +39.9pp over 3 years, below the 65pp trigger threshold; Reeves holds no other public company board seats and brings legal and private capital experience relevant to board service.
NLY outperforms REM (iShares Mortgage Real Estate ETF) by +39.9pp over 3 years, below the 65pp trigger threshold; Votek holds no other public company board seats and his tenure as former CFO and Interim CEO of NLY provides deep institutional knowledge supporting his role as Audit Committee Chair.
Wede joined the board in 2023 and is within the 24-month new-director exemption window; he holds no other public company board seats and brings highly relevant expertise in securitized products and mortgage REITs.
NLY outperforms REM (iShares Mortgage Real Estate ETF) by +39.9pp over 3 years, below the 65pp trigger threshold; Williams holds no other public company board seats and her human resources and executive compensation expertise is directly relevant to her role as Compensation Committee Chair.
All nine director nominees receive a FOR vote. NLY's strong 3-year price return of +79.7% outperforms the REM (iShares Mortgage Real Estate ETF) benchmark by +39.9pp, well below the 65pp underperformance threshold required to trigger a vote against any director. No overboarding, attendance, independence, familial relationship, or qualification concerns are identified across the slate. Three directors who joined in 2023 (Laguerre, Laroche, Wede) benefit from the 24-month new-director exemption in any case.
Say on Pay
✓ FORCEO
David L. Finkelstein
Total Comp
$19,270,629
Prior Support
91%%
The prior year Say on Pay vote received over 91% support, well above the 70% threshold that would require demonstrated changes. The CEO's total compensation of approximately $19.3M (per the Summary Compensation Table) is within a reasonable range for a $16.8B mortgage REIT given NLY's strong 2025 performance — a 20.2% economic return and approximately 40% total shareholder return — which substantially outperformed the REM (iShares Mortgage Real Estate ETF) benchmark by +15.5pp for the year. Pay mix is strongly variable: the company reports that 95% of CEO total direct compensation and 88% of other NEOs' compensation is at-risk, with equity comprising 55% of CEO target pay (60% of which is performance stock awards tied to multi-year financial goals), a robust clawback policy covers both cash and equity, and no problematic practices such as guaranteed bonuses, single-trigger change-in-control vesting, or tax gross-ups are present.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a $16.8B market cap company. The proxy filing does not disclose auditor fee data or auditor tenure in the sections provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, where tenure is not disclosed, the default is FOR. No material restatement issues are identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Consideration of an advisory stockholder proposal to adopt the right to act by written consent
The right to act by written consent is a mainstream governance improvement that allows shareholders to take action between annual meetings without waiting for a special meeting to be formally convened, and it is widely supported by institutional investors as a shareholder-friendly provision. NLY already offers a 25% special meeting threshold, but written consent is a complementary right that gives shareholders additional flexibility, particularly in time-sensitive situations. Without confirmed information that the filer is an ideological actor, and given that written consent proposals of this type are standard governance asks broadly supported by institutional shareholders, this proposal warrants a FOR vote.
Overall Assessment
The 2026 Annaly Capital Management annual meeting presents a clean ballot: all nine director nominees receive a FOR vote supported by strong 3-year outperformance versus the REM (iShares Mortgage Real Estate ETF) benchmark, the Say on Pay program earns support given robust pay-for-performance alignment, a 91% prior-year approval rate, and a heavily variable pay mix, and the auditor ratification is supported absent fee or tenure data triggering a concern. The one stockholder proposal — requesting written consent rights — receives a FOR vote as a mainstream governance improvement consistent with shareholder interests.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing