Joy D. Palmer
About Joy D. Palmer
Joy D. Palmer (age 67) has served on Dynex Capital’s Board since October 2020 and is designated an Audit Committee Financial Expert. Her 34-year career spans finance, accounting, investor relations, and regulatory policy, including senior roles in the OCC’s Office of the Chief Accountant (CECL, TDR leadership), sell-side equity research at Merrill Lynch, early-career investor relations/treasury at Beneficial Corporation, and controller/director of finance roles at two publicly traded companies outside financial services. She holds a B.A. in Accounting (Montclair State University) and an MBA in Finance (NYU Stern). In 2024, she served on the Town of Seabrook’s Finance Committee and has taught as an adjunct professor on financial reporting, accounting, asset management, and tax topics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC), Office of the Chief Accountant | Deputy Chief Accountant; Accounting Policy Advisor to Large Banks; Policy Accountant for Community & Midsize Banks | 2002–2020 | Oversaw regulation/supervision of national/foreign banks; led work on CECL and TDRs; authored advisories/bulletins/risk tips; mortgage banking/ securitization guidance |
| Merrill Lynch | Director of Equity Research (specialty finance, banks, GSEs) | Pre-2002 (prior to OCC) | Sell-side coverage and analysis |
| Beneficial Corporation | Investor Relations & Treasury Management | Early career | Liquidity/cash monitoring, derivatives, capital markets; board presentations and sell-side communications |
| Two publicly traded companies (outside financial services) | Controller; Director of Finance | Not disclosed | Accounting and strategic initiatives; board interactions/presentations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Town of Seabrook (Finance Committee) | Member | Jan–Dec 2024 | Public-sector financial oversight |
| Various universities | Adjunct Professor | Ongoing (over career) | Courses: financial reporting/analysis, accounting, asset management, tax |
Board Governance
- Independence: The Board determined Palmer is independent under NYSE standards .
- Lead Independent Director: Independent-only sessions are held annually; executive sessions occur regularly; generally chaired by Lead Independent Director Dr. Coronado .
- Board/Classified status: Annually elected, fully declassified Board; overboarding controls require prior approval to join other public boards .
- Risk oversight: Audit (enterprise/non-investment risks incl. cybersecurity), Compensation (comp risks), Nominating (policy/ESG risks) — all comprised solely of independent directors .
| Committee | 2023 Role | 2024 Role |
|---|---|---|
| Audit | Chair | Chair |
| Nominating & Corporate Governance | Chair (appointed in 2024 per note) | Member (Chair: Marie Chandoha) |
| Investment | Member | Member |
| Meeting Counts | 2023 | 2024 |
|---|---|---|
| Board Meetings | 6 | 8 |
| Audit Committee | 5 | 8 |
| Compensation Committee | 5 | 4 |
| Investment Committee | 4 | 3 |
| Nominating & Corporate Governance | 4 | 3 |
| Attendance | 100% (each incumbent ≥75%, all at 100%) | Each incumbent ≥75% |
Fixed Compensation
- Structure (effective July 1, 2023, with Lead Independent addition Jan 1, 2024):
- Annual cash retainer: $100,000; Equity award: $120,000; Audit Chair: $30,000; Compensation Chair: $10,000; Nominating Chair: $10,000; Committee member fee: $5,000; Lead Independent Director: $25,000 (effective Jan 1, 2024); Meeting fees: $1,000 for Board/Committee meetings above 15 per year; expenses reimbursed .
| Component | Amount | Effective Date |
|---|---|---|
| Annual Cash Retainer | $100,000 | Jul 1, 2023 |
| Audit Committee Chair Retainer | $30,000 | Jul 1, 2023 |
| Compensation Committee Chair Retainer | $10,000 | Jul 1, 2023 |
| Nominating & Corporate Governance Chair Retainer | $10,000 | Jul 1, 2023 |
| Committee Member Fee (per committee) | $5,000 | Jul 1, 2023 |
| Lead Independent Director Retainer | $25,000 | Jan 1, 2024 |
| Meeting Fees (Board/Committee >15/yr) | $1,000 each | Jul 1, 2023 |
| Palmer — Cash Fees | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $115,326 | $136,772 |
Performance Compensation
- Non-employee directors receive time-based restricted stock (no options/non-equity incentives disclosed). Dividends are paid on unvested shares; grants typically vest in one year (post-annual meeting grant) .
| Palmer — Equity Awards | 2023 | 2024 |
|---|---|---|
| Grant Date | May 19, 2023 | May 17, 2024 |
| Restricted Shares Granted | 9,217 | 9,517 |
| Grant Date Fair Value ($) | $100,004 | $120,009 |
| Dividend Income on Unvested Stock ($) | $12,420 | $14,842 |
| Stated Vesting | One-year vest (end of one year) | Vest May 17, 2025 |
| Performance Metrics Tied to Director Compensation | 2023 | 2024 |
|---|---|---|
| Performance-based criteria (e.g., TSR, EBITDA, ESG) | Not applicable; director equity awards are time-based restricted stock | Not applicable; director equity awards are time-based restricted stock |
Other Directorships & Interlocks
- Public company boards: None disclosed in Palmer’s biography; Board enforces overboarding controls via prior approval to join other public boards .
- Compensation Committee interlocks: None reported (no insider participation or interlocks) .
Expertise & Qualifications
- Audit Committee Financial Expert designation per SEC rules .
- Domain expertise: GAAP, mortgage finance and origination, regulatory policy, investment management; accounting policy leadership (CECL, TDR); capital markets, liquidity, derivatives .
- Skills reflected in Board’s matrix include financial services, government policy/regulatory, accounting/audit, mortgage industry, investment management .
Equity Ownership
| Ownership | Mar 14, 2024 | Mar 12, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 20,082 | 29,599 |
| % of Shares Outstanding | <1% (*) | <1% (*) |
| Included Unvested Restricted Shares | 9,217 (vest May 19, 2024) | 9,517 (vest May 17, 2025) |
| Pledged Shares | None (Company states none pledged for directors shown) | None (Company states none pledged for directors shown) |
- Director stock ownership guideline: Minimum 5x annual cash retainer; must retain 100% of after-tax vested shares until compliant; Compensation Committee annually reviews compliance and may grant exceptions case-by-case .
- Hedging/pledging policy: Executives and directors prohibited from hedging, holding in margin accounts, and pledging Company stock .
Insider Filing Compliance
| Year | Section 16(a) Compliance for Palmer | Notes |
|---|---|---|
| 2023 | Complied (no delinquencies reported for Palmer) | One-day late Form 4s for Boston/Popenoe; not applicable to Palmer |
| 2024 | Complied (no delinquencies reported for Palmer) | One delinquent Form 4 reported for Chief Accounting Officer (not a director) |
Governance Assessment
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Strengths
- Independent director with deep regulatory/accounting expertise; Audit Committee Chair and SEC-defined financial expert; credible oversight of financial reporting, controls, and cybersecurity risk within Audit remit .
- High engagement: 100% director attendance in 2023; at least 75% in 2024; regular executive sessions and annual independent-only sessions; Lead Independent oversight .
- Alignment mechanisms: robust director ownership guidelines (5x cash retainer) and prohibition on hedging/pledging; dividends on unvested stock accrue but equity is time-based, avoiding complex metrics for directors .
- Compensation governance: use of independent consultant (Ferguson Partners Consulting), independence assessed; annual review brought director pay toward peer median while retaining committee role differentials .
-
Potential concerns / RED FLAGS
- None disclosed regarding related-party transactions or material relationships; Board confirms independence and absence of material relationships for non-management directors .
- No say-on-pay anomalies or low approval noted in the cited sections; Section 16 compliance shows no issues for Palmer .
- Ownership compliance status for individual directors is not disclosed; ongoing retention requirement mitigates alignment risk .
-
Implications for investors
- Palmer’s regulatory and accounting depth, coupled with her Audit Chair role, supports confidence in financial reporting and risk oversight.
- The director pay mix (cash retainer plus time-based restricted stock) and strong ownership/anti-hedging rules align incentives without encouraging excessive risk-taking; committee fee structure acknowledges workload, particularly for Audit .