Alexander I. Crawford

About Alexander I. Crawford

Alexander I. Crawford, age 58, has served as an independent director of Dynex Capital, Inc. since March 2024, and sits on the Audit, Compensation, and Investment Committees; he is designated an Audit Committee Financial Expert by the Board . He holds a B.S. in Computer Science from Harvard University and brings 35 years of financial services, risk management, and technology expertise, including senior roles at Goldman Sachs, Morgan Stanley, Deutsche Bank, and RBS, and a decade as Partner and Chief Investment Risk Officer at Lord, Abbett & Co. LLC . His background includes global multi-asset risk management, MBS research, and AI risk governance; he is founder, Chairman, and CEO of Artificial Intelligence Risk, Inc. since 2023, and serves on the advisory board of Economic, Inc. . Board tenure disclosed as one year in the 2025 proxy skills table; in 2024 the Board met 8 times with 18 total committee meetings, and each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (member), Compensation (member), Investment (member); Audit, Compensation, and Nominating Committees are composed solely of independent directors .
• Chair roles: None disclosed for Crawford; Audit Committee chaired by Joy D. Palmer; Compensation Committee chaired by Julia L. Coronado; Nominating chaired by Marie Chandoha .
• Independence: Board determined Crawford is independent under NYSE standards; none of the Company’s directors or their immediate families had material relationships with the Company, except management directors Boston and Popenoe .
• Attendance/engagement: In 2024, the Board held 8 meetings and committees held 18 meetings; each incumbent director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting; executive sessions of independent directors held regularly .
• Lead Independent Director: Julia L. Coronado; executive sessions generally chaired by the Lead Independent Director following Mr. Boston’s appointment as Chairman .
• Risk oversight: Audit Committee oversees enterprise risk (including cybersecurity and financial reporting); Investment Committee oversees investment risk; Compensation Committee reviews comp-related risk; Nominating Committee participates in governance and succession risk .

Fixed Compensation

• Stock ownership guidelines for directors: minimum equity investment of 5x annual cash retainer; until met, retain 100% of after-tax vested shares; unvested restricted stock counts toward guideline .
• Board average compensation mix (2024): ~51% equity for current directors .

Performance Compensation

Directors do not receive options or performance-conditioned equity; awards are time-based restricted stock; no bonus or PSU metrics apply to non-employee directors .

Other Directorships & Interlocks

• Public company boards: None disclosed for Crawford in the 2025 proxy biography .
• External affiliations: Limited Partner at Lord Abbett; advisory board member at Economic, Inc.; founder/CEO of Artificial Intelligence Risk, Inc. (private) .
• Related party transactions: The Company reports no related person transactions under SEC rules or its Related Person Policy for the period covered .
• Interlocks: No Compensation Committee interlocks or insider participation reported (none of the Company’s executive officers serve on other companies’ compensation committees or boards where Dynex directors are executives) .

Expertise & Qualifications

• Designated Audit Committee Financial Expert; deep risk management, regulatory engagement, and policy authorship experience (U.S. and Europe) .
• Domain expertise: Financial services, MBS, investment management, AI governance and technology risk; sustainability/ESG and AI intersection thought leadership .
• Education: B.S. in Computer Science, Harvard University .

Equity Ownership

• Ownership basis: Beneficial ownership per Rule 13d-3; none of the shares are pledged; business address at Company principal office .
• Director stock ownership guideline: 5x annual cash retainer; retention of 100% after-tax vested shares until compliant; compliance status for individual directors not disclosed .

Governance Assessment

• Board effectiveness: Crawford strengthens Audit and risk oversight as a designated financial expert and contributes AI/cyber risk governance expertise relevant to Dynex’s technology and data risk footprint; his committee service across Audit, Compensation, and Investment indicates robust engagement in core oversight areas .
• Independence and conflicts: Board affirmatively determined his independence; Company reports no related person transactions involving directors; Insider Trading Policy and Governance Guidelines prohibit pledging and hedging, mitigating alignment risks .
• Alignment and incentives: Director pay structure combines cash retainers with annual restricted stock that vests over one year and change-in-control acceleration; board’s average equity mix was ~51% in 2024; director ownership guidelines require 5x retainer with strict retention until met, promoting skin-in-the-game, though individual compliance status is not disclosed .
• Attendance/engagement signals: Board and committees met frequently in 2024; each incumbent director met the ≥75% attendance threshold; all directors attended the 2024 Annual Meeting, supporting investor access and oversight continuity .
• Broader governance context: Chair/Co-CEO roles are combined at Dynex, potentially concentrating power; mitigations include a Lead Independent Director, regular independent executive sessions, and committee structures composed solely of independent directors .
• Say-on-pay (context signal for governance): 2024 advisory vote approval was ~79%; Compensation Committee maintains independent consultant (Ferguson Partners) and annual risk assessment of compensation programs .

RED FLAGS

• None identified regarding related party transactions, pledging, or hedging; Company prohibits pledging and hedging and reports no related person transactions for the covered period .
• Disclosure gap: Individual director compliance with stock ownership guidelines is not specified; investors may seek confirmation of timeline to guideline compliance for newer directors .

Director Compensation Detail (Crawford)