Corporate Governance

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As a responsible steward of capital, we have a longstanding commitment to strong corporate governance practices that benefit the long-term interests of our stakeholders.

Commitment to Governance

As a diversified capital manager, our mission is to act as a responsible steward of capital. Inherent in this mission is our longstanding commitment to strong corporate governance practices that benefit the long-term interests of our investors.

We regularly review and update our corporate governance practices in response to shareholder feedback, changes in applicable laws, regulations, requirements and guidance, as well as the evolving needs of our business. Over the last few years, the board has focused on enhancing its structure, composition and effectiveness. Recent governance enhancements, including our management internalization, declassifying the board, and separating the roles of Chair of the Board and CEO, the development and implementation of a Board ESG oversight matrix, and the lowering of the threshold for stockholders to call a special meeting have been informed by the Board’s annual self-evaluation and succession planning processes, its review of evolving best practices and feedback from the Company’s long-term stockholders.

Board of Directors

Board Committees

The Board has five standing committees: the Audit Committee, the Management Development and Compensation (“MDC”) Committee, the Nominating / Corporate Governance (“NCG”) Committee, the Risk Committee and the Corporate Responsibility ("CR") Committee. Every member of the Audit, MDC and NCG Committees, and a majority of members of the Risk and CR Committees, are Independent Directors. These committees meet regularly, typically in conjunction with regularly scheduled meetings of the Board, or otherwise as necessary, to carry out their functions and responsibilities.

Independent Chair of the Board

In 2019, the Board separated the roles of Chair and CEO and appointed an Independent Chair of the Board.

Annual Director Self Evaluations

In 2018, the Board adopted an enhanced self-evaluation process that includes annual assessments of the full Board, each Board committee and individual Directors, along with periodic use of an external facilitator. The self-evaluation process seeks to identify specific areas, if any, that need improvement or strengthening in order to increase the effectiveness of the Board as a whole and its members and committees. The evaluation process may include Director interviews, written assessments or other such means as the chair of the NCG Committee determines appropriate.

Board Composition and Refreshment

The NCG Committee of the Board seeks to achieve a balance of knowledge, experience and capability on the Board. Newer Directors offer fresh ideas and perspectives, while deeply experienced Directors bring extensive knowledge of Annaly’s complex operations. Since 2018, the Board of Directors has added five new Independent Directors.

On an annual basis, the NCG Committee evaluates the Board’s overall composition, including Director tenure, and rigorously evaluates all Directors to ensure a continued match of their skill sets against the needs of Annaly. In addition, our Board refreshment policy provides that an Independent Director may not stand for re-election at the next annual meeting of stockholders taking place at the end of his or her term following the earlier of his or her: (i) 15th anniversary of service on the Board or (ii) 73rd birthday.

Director Continuing Education

The Board believes that Director orientation and continuing education is critical to the Board’s ability to fulfill its responsibilities in a dynamic and constantly evolving business environment. New Directors participate in a robust onboarding process, which includes extensive training materials and briefings on the Company’s strategic plans, financial statements and key policies and practices.

Board Composition

Total number of Directors

92%

of Directors are independent

67%

of Directors have 5 years or less of tenure

Board Diversity

The Board of Directors recognizes the importance of having a composition representing diverse backgrounds and a broad set of experiences at policy-making levels in business, finance, government, education, law, technology and in other areas that are relevant to Annaly’s business and its status as a public company. Accordingly, the Board is committed to seeking out highly qualified candidates of diverse gender and race, as well as taking into account other factors that promote principles of diversity, including diversity of a candidate’s perspective, background, nationality, age and other demographics. In addition, the Board instructs any search firm it engages to include candidates of diverse gender and race/ethnicity in every director candidate pool presented to the NCG Committee.

42%

of Directors identify as racially/ethnically diverse

33%

of Directors are women

80%

of Board Committees are chaired by Directors who identify as women or racially/ethnically diverse

Committees

CChair

MMember

* Independent Chair

Name	Audit Committee	Management Development and Compensation Committee	Nominating/Corporate Governance Committee	Corporate Responsibility Committee	Risk Committee
Francine Bovich		M	C
David L. Finkelstein
Thomas Hamilton	M	M			C
Kathy Hopinkah Hannan	C	M	M
Michael Haylon*			M		M
Martin Laguerre	M			M
Manon Laroche				M	M
Eric A. Reeves			M	C	M
John H. Schaefer	M	M
Glenn A. Votek				M	M
Scott Wede	M				M
Vicki Williams		C	M

Our Commitment to Ethics & Integrity

The principles of integrity and accountability are paramount to our success.

We are guided by our strong values and strive to conduct our business in accordance with the highest ethical standards and in compliance with all applicable governmental laws, rules, regulations and guidance. Our commitment to being responsible stewards of capital and maintaining a safe workplace is built upon these standards. We believe it is imperative that our Directors, Officers and employees act at all times responsibly and in an honest and ethical manner in connection with their service to Annaly.

Annaly’s Code of Business Conduct and Ethics

Annaly’s Code of Business Conduct and Ethics (the “Code”) was amended by our Board of Directors in October 2023 to, among other things, expand the definition of Company Personnel that are subject to the Code, clarify provisions relating to conflicts of interest and corporate opportunities, better align the Code with other Annaly policies and add sections governing reporting violations of law, compliance with antitrust laws and political activities. See the amended and restated Code below for more details.

Download Code of Business Conduct and Ethics

Annaly’s Political Engagement and Contributions Policy

As part of Annaly’s long-standing commitment to corporate responsibility, we believe that responsible corporate citizenship demands active engagement on public policy. While Annaly prohibits the use of corporate funds for any political contributions or expenditures, we have adopted this policy to ensure that our political engagement and related activities comply with all applicable laws, are consistent with our core values, and protect and enhance shareholder value.