Annaly Capital Management Inc. (NLY)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

You have just read Annaly Capital Management Inc.'s Summary Compensation Table. The whole free brief as a PDF, emailed now, with every figure cited — then a few short notes on the deeper NLY reports.

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One page per director: the seat, the committees and the fee table, read for one person at a time.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

The MDC Committee is committed to maintaining an executive compensation program that attracts, retains and incentivizes top executive talent and generates long-term value for stockholders by directly linking compensation payout to Company performance without encouraging unnecessary risk taking.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “cretionary Voting Allowed ​ ​ Effect of Abstentions ​ ​ Effect of Broker Non-Votes ​ ​ Board Recommendation ​ ​ 1 ​ ​ Election of Directors listed herein ​ ​ Majority of votes cast ​ ​ No ​ ​ No effect ​ ​ No effect ​ ​ ​ ​ FOR each Director nominee ​ ​ 2 ​ ​ Advisory approval of executive compensation ​ ​ Majority of votes cast ​ ​ No ​ ​ No effect ​ ​ No effect ​ ​ ​ ​ FOR ​ ​ 3 ​ ​ Ratification of the appointment of Ernst & Young LLP ​ ​ Majority of votes cast ​ ​ Yes ​ ​ No effect ​ ​ N/A ​ ​ ​ ​ FOR ​ ​ 4 ​ ​ Consideration of an advisory stockholder proposal to adopt the right to act by written consent ​ ​ Majority of votes cast ​ ​ No ​ ​ ​ No effect ​ ​ ​ ​ AGAINST ​ "Majority of votes cast" means: (a) with regard to an uncontested election of Directors, the affirmative vote of a majority of total votes cast for and against the election of each Director nominee;”.

c. Approved under the standard stated in the filing — “Discretionary Voting Allowed ​ ​ Effect of Abstentions ​ ​ Effect of Broker Non-Votes ​ ​ Board Recommendation ​ 1 ​ ​ Election of Directors listed herein ​ ​ Majority of votes cast ​ ​ No ​ ​ No effect ​ ​ No effect ​ ​ ​ ​ FOR each Director nominee ​ 2 ​ ​ Advisory approval of executive compensation ​ ​ Majority of votes cast ​ ​ No ​ ​ No effect ​ ​ No effect ​ ​ ​ ​ FOR ​ 3 ​ ​ Ratification of the appointment of Ernst & Young LLP ​ ​ Majority of votes cast ​ ​ Yes ​ ​ No effect ​ ​ N/A ​ ​ ​ ​ FOR ​ "Majority of votes cast" means: (a) with regard to an uncontested election of Directors, the affirmative vote of a majority of total votes c No effect ​ ​ N/A ​ ​ ​ ​ FOR ​ "Majority of votes cast" means: (a) with regard to an uncontested election of Directors, the affirmative vote of a majority of total votes cast for and against the election of each Director nominee;”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies Annaly Capital Management Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Annaly Capital Management Inc..

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

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