Marie Chandoha
About Marie Chandoha
Independent director since 2024 (appointed June 2024), age 64, with a Harvard University B.A. in economics. She chairs Dynex’s Nominating & Corporate Governance Committee and serves on the Audit and Investment Committees; the Board has designated her an Audit Committee Financial Expert. Her background spans CEO-level leadership in asset management, fixed income, and risk management, with deep experience at Charles Schwab Investment Management, BlackRock, and Wells Fargo Asset Management. She is classified as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab Investment Management | President & CEO | 2010–2019 | Doubled AUM to $400B; transformed the business into a top asset gatherer |
| BlackRock | Managing Director & Global Head of Fixed Income Business | Not specified | Led a global $440B investment management business; drove ETF innovation |
| Wells Fargo Asset Management (Montgomery Fixed Income) | Co-Head & Senior Portfolio Manager | 8+ years | Grew AUM from $1B to $16B; focused on institutional bond portfolios |
External Roles
| Company | Role | Committees |
|---|---|---|
| Macy’s, Inc. (NYSE: M) | Director | Audit; Finance |
| State Street Corporation (NYSE: STT) | Director | Audit; Executive; Risk; Technology & Operations |
Board Governance
- Committee assignments (2024): Nominating & Corporate Governance (Chair); Audit (member); Investment (member); not on Compensation. Audit held 8 meetings; Compensation 4; Investment 3; Nominating 3.
- Independence: Determined independent under NYSE listing standards; Board reviewed potential relationships and found no material conflicts for independent directors.
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; directors attended the 2024 Annual Meeting.
- Executive sessions: Independent/non-management director sessions held regularly; at least one annual session of independent directors, generally chaired by the Lead Independent Director (Dr. Coronado).
- Board refresher/evaluation: Nominating Committee oversees rigorous annual Board and individual director evaluations; reports findings and oversees follow-up.
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 8 |
| Compensation | No | No | 4 |
| Investment | Yes | No | 3 |
| Nominating & Corporate Governance | Yes | Yes | 3 |
Fixed Compensation
- Program structure (non-employee directors, 2024): $100,000 annual cash retainer; $120,000 annual equity award (restricted stock, first Friday after annual meeting); $25,000 Lead Independent Director retainer; $30,000 Audit Chair retainer; $10,000 Compensation Chair retainer; $10,000 Nominating Chair retainer; $5,000 per committee membership; $1,000 per Board or committee meeting attended above 15 per year. Average equity mix ~51% of Board compensation in 2024.
| Component | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Annual equity award (restricted stock) | $120,000 grant-date value |
| Lead Independent Director retainer | $25,000 |
| Audit Chair retainer | $30,000 |
| Compensation Chair retainer | $10,000 |
| Nominating Chair retainer | $10,000 |
| Committee membership fee | $5,000 per committee |
| Meeting fee (over 15/year) | $1,000 per meeting |
| 2024 equity grant shares to non-employee directors (May 2024) | 9,517 shares (per director receiving grant) |
| 2024 Director Compensation (DX) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Marie Chandoha | 66,422 | — | — | 66,422 |
Notes: The 2024 equity grants (9,517 restricted shares per recipient) generally vest after one year and were granted under the 2020 Stock and Incentive Plan; vesting accelerates upon Change in Control as defined in the plan. Directors are reimbursed for meeting-related expenses.
Performance Compensation
- Director equity awards: Annual restricted stock grants vest after one year; dividends on unvested awards accumulate and are paid only upon satisfaction of vesting terms under the 2025 Plan; no performance conditions apply to non-employee director restricted stock awards.
- Non-employee director annual total compensation limit: Cash plus equity awards capped at $900,000 per director per year under the 2025 Plan.
| Equity Award Terms | Details |
|---|---|
| Grant mechanism | Restricted stock under equity plan |
| Typical grant value (2024) | ~$120,000 (9,517 shares in May 2024 for non-employee directors who received grant) |
| Vesting | One-year, service-based; accelerated on Change in Control (per plan) |
| Dividends | Accumulate on restricted stock/units; paid upon vesting |
| Annual director cap | $900,000 total (cash+equity) per non-employee director |
| Plan Performance Metrics (illustrative under plan; executive PSUs) | Examples |
|---|---|
| Shareholder return metrics | Total shareholder return; relative/comparative TSR |
| Book value metrics | Book value per share growth; tangible book value per share growth |
| Income/earnings metrics | EPS; diluted EPS; net earnings; operating earnings |
| Dividend metrics | Dividends; dividends paid |
| Revenue metrics | Operating revenue; commodity revenue |
Note: The above metrics are available under the plan for performance-based awards (e.g., PSUs) but are not used for non-employee director time-based restricted stock grants.
Other Directorships & Interlocks
- Current public boards: Macy’s, Inc.; State Street Corporation (committee memberships as above).
- Interlocks/conflicts: The Board’s independence review found no material relationships between directors (or their affiliated organizations) and Dynex, except for executive directors serving as Co-CEOs.
Expertise & Qualifications
- Audit Committee Financial Expert; senior leadership and business operations; financial services, investment management, technology, corporate governance; Harvard BA in economics.
Equity Ownership
| Holder | Common Shares | % of Outstanding | Notes |
|---|---|---|---|
| Marie Chandoha | — | <1% | No pledged shares; address of record is company principal address |
- Director stock ownership guidelines: Minimum holding of 5x annual cash retainer; until met, retain 100% of after-tax shares from vesting; Compensation Committee reviews compliance annually.
- Trading and alignment policies: Company prohibits pledging of owned shares and hedging/derivatives transactions by employees/directors; no tax gross-ups.
Governance Assessment
- Board effectiveness: As Nominating & Corporate Governance Chair and Audit member, Chandoha is positioned to influence board refreshment, evaluations, succession planning, and oversight of financial reporting and non-investment risks; Board designated her an Audit Committee Financial Expert.
- Independence and attendance: Classified independent; 2024 attendance thresholds met; independent director executive sessions held regularly with a Lead Independent Director framework.
- Compensation alignment: Director pay blends cash and equity with a significant equity component and service-based vesting; dividends deferred until vesting; plan imposes annual caps and anti-repricing protections; clawback policies apply.
- Shareholder signals: 2024 say-on-pay approved by ~79% of votes cast (non-binding), indicating general support for compensation design; the Company reported direct outreach to top investors.
- RED FLAGS: None disclosed—no material related-party transactions; prohibitions on pledging and hedging reduce alignment risks; no tax gross-ups.