Andrew I. Gray
About Andrew I. Gray
Andrew I. Gray, age 59, joined the Dynex Capital, Inc. Board in March 2024 and serves on the Audit, Compensation, Investment, and Nominating & Corporate Governance Committees; he is designated an Audit Committee Financial Expert by the Board and is independent under NYSE standards . He holds a B.S. in Mechanical Engineering from MIT and a Master of Government Administration from the University of Pennsylvania, and brings 30+ years of leadership in financial services spanning risk, P&L management, strategy, technology, and operations . His background includes serving as Group Chief Risk Officer and Management Committee member at DTCC (Feb 2015–Sept 2022), senior leadership at Merrill Lynch, and early IT consulting at Booz Allen & Hamilton; he is currently an Executive Advisor at MyNextSeason and a Trustee of GARP (since March 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Depository Trust & Clearing Corporation (DTCC) | Group Chief Risk Officer; Management Committee member | Feb 2015–Sept 2022 | Transformed global risk function; enhanced market, liquidity, credit, non‑financial risk including cybersecurity, business continuity, data management, and operational risk . |
| DTCC core businesses | Business leader (Clearance & Settlement, Asset Services, Wealth, Insurance & Retirement, Institutional Trade Processing, Data Services) | Prior to CRO role | Led P&L, strategy, new initiatives, M&A, improved business risk processes . |
| Merrill Lynch | COO Latin America & Canada; Managing Director, Strategy & Business Development; Head of Corporate Planning | Over a decade | Restructuring, strategy execution, new business development, financial reporting, technology transformation, crisis management . |
| Booz Allen & Hamilton | Consultant, Information Technology Group | Early career | Led consultant teams for global financial services clients; technology transformation leadership . |
| DTCC subsidiary boards | Chair and director | Not specified | Chaired and served on DTCC subsidiary boards . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MyNextSeason | Executive Advisor | Current | Advisory role supporting leadership teams . |
| Global Association of Risk Professionals (GARP) | Board of Trustees (Trustee) | Since March 2017 | Governance and risk expertise contribution . |
| International Securities Services Association (ISSA) | Board Member | Not specified | Industry association board experience . |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Investment (member), Nominating & Corporate Governance (member); not a committee chair .
- Audit Committee financial expert designation; Board determined Audit Committee members meet NYSE/SEC independence and literacy standards .
- Independence: Board determined Gray is independent under NYSE listing standards; Board reviewed relationships and deemed no material relationships for independent directors .
- Attendance: In 2024, the Board met 8 times and committees met 18 times; each incumbent director attended ≥75% of Board/committee meetings; all then‑serving directors attended the 2024 Annual Meeting; independent director executive sessions are held regularly and at least annually .
- Committee meeting cadence (2024): Audit 8; Compensation 4; Investment 3; Nominating & Corporate Governance 3 .
| Committee | Member | Meetings in 2024 |
|---|---|---|
| Audit | Andrew I. Gray | 8 |
| Compensation | Andrew I. Gray | 4 |
| Investment | Andrew I. Gray | 3 |
| Nominating & Corporate Governance | Andrew I. Gray | 3 |
Fixed Compensation
- Non‑employee director compensation structure (2024): $100,000 annual retainer; $120,000 annual equity award in restricted stock (first Friday post‑annual meeting); $25,000 Lead Independent Director retainer; $30,000 Audit Chair retainer; $10,000 Compensation Chair; $10,000 Nominating Chair; $5,000 per committee membership; $1,000 per Board meeting above 15; $1,000 per committee meeting above 15; directors reimbursed for meeting expenses; no changes from 2023 review; equity awards generally vest after one year .
- Clawback and plan limits: Awards under the 2025 Stock & Incentive Plan are subject to clawback policies and non‑employee director total annual pay cap of $900,000 (cash plus equity grant date value) .
- Insider Trading Policy prohibits short‑term/speculative transactions, hedging, margin accounts, and pledging for directors and executive officers .
| Director Compensation (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Andrew I. Gray | 92,533 | 120,009 | 8,851 | 221,393 |
Performance Compensation
Dynex does not use performance‑conditioned equity or non‑equity incentives for non‑employee directors; no option awards or non‑equity incentive pay are applicable to directors . Annual director equity grants are time‑vested restricted stock with dividend accrual/deferral features and change‑in‑control acceleration as specified.
| Director Equity Award Terms | Grant Date | Shares Granted | Grant‑Date Fair Value ($) | Vesting | Dividends | Change‑in‑Control Provision |
|---|---|---|---|---|---|---|
| Andrew I. Gray | May 17, 2024 | 9,517 | 120,009 | Generally vests at end of one year if service continues | Dividends on unvested restricted stock; $8,851 paid in 2024 | Vesting accelerates upon Change in Control under 2020 Plan |
Other Directorships & Interlocks
- The proxy profile for Gray does not list current public company directorships; listed external roles include GARP Trustee, ISSA board member, and MyNextSeason Executive Advisor .
- Compensation Committee interlocks: None involving Dynex executive officers or cross‑board memberships; FPC engaged as independent compensation consultant, independence assessed per SEC rules .
| Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| GARP | Non‑profit/professional association | Trustee (since March 2017) | None disclosed with Dynex customers/suppliers . |
| ISSA | Industry association | Board Member | None disclosed . |
| MyNextSeason | Private advisory | Executive Advisor | None disclosed . |
Expertise & Qualifications
- Key skills: Senior leadership and business operations; financial services industry; risk management; corporate governance; capital markets; technology; audit committee financial expert designation .
- Board skills matrix indicates breadth across cybersecurity/technology, risk management, accounting/audit, corporate governance, and public company experience among directors; Gray is marked for relevant skills including audit expertise .
Equity Ownership
- Beneficial ownership (as of March 12, 2025): 9,517 common shares; includes 9,517 restricted shares that do not carry investment power until vesting on May 17, 2025; ownership is less than 1% of outstanding shares; none pledged .
- Shares outstanding basis: 96,202,122 common shares used for percent calculation .
- Director stock ownership guidelines: Minimum 5x annual cash retainer; unvested restricted stock counts; until met, directors must retain 100% of after‑tax shares from vesting; Compensation Committee reviews compliance annually and may grant exceptions .
- Hedging/pledging prohibited by Insider Trading Policy for directors .
| Ownership Detail | Common Shares | Ownership % of Common | Vested vs. Unvested | Pledged |
|---|---|---|---|---|
| Andrew I. Gray | 9,517 | <1% (based on 96,202,122 shares) | 0 vested / 9,517 unvested (vest 5/17/2025) | None pledged |
Governance Assessment
- Board effectiveness: Gray’s extensive CRO and operational leadership background strengthens Board oversight of market, liquidity, operational, and cybersecurity risks; his audit financial expert designation and committee coverage enhance oversight breadth .
- Independence & engagement: Board determined Gray is independent; he served on four committees with Board/committee meeting cadence indicating active governance; all directors achieved ≥75% attendance in 2024 and attended the 2024 annual meeting .
- Compensation alignment: Director pay mix includes time‑vested restricted stock (no options or non‑equity incentives), with board‑level average equity mix ~51%; annual grants align with long‑term value creation, subject to clawback policies and anti‑hedging/pledging restrictions .
- Conflicts and related parties: Proxy indicates no material relationships for independent directors; no compensation committee interlocks; independent consultant engaged and assessed for independence .
- RED FLAGS: None identified in proxy related to hedging/pledging (prohibited), option repricing (prohibited by plan), or related‑party transactions for Gray; director award value is capped under the 2025 Plan .
Net takeaway: Gray’s risk, audit, and operational pedigree, independence, and multi‑committee engagement are positive governance signals; director equity awards are time‑vested and subject to robust policies (clawback, anti‑hedging/pledging), with no disclosed conflicts or attendance issues .