Robert S. Colligan
About Robert S. Colligan
Robert S. Colligan (age 53) is Chief Financial Officer, Chief Operating Officer, and Secretary of Dynex Capital, Inc. (DX). He joined Dynex in August 2022 as EVP, CFO and Secretary and was promoted to CFO/COO in July 2024, overseeing finance, accounting, legal, HR, investor relations, marketing, and technology functions . Prior to Dynex, he served as CFO of Chimera Investment Corporation from 2013 to 2021 and held senior roles at Merrill Lynch, Bear Stearns, and Starwood Capital, bringing >30 years of mortgage and capital markets experience . Performance-linked compensation emphasizes total economic return (TER) through PSUs and a cash plan with metrics including absolute/relative book value per share, capital growth, and expense management; 2022 PSU performance settled at 75% of target, evidencing measured outcomes under the TER framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chimera Investment Corporation | Chief Financial Officer | 2013–2021 | Led finance strategy and reporting for mortgage REIT platform . |
| Merrill Lynch; Bear Stearns; Starwood Capital | Senior finance/leadership roles | Not disclosed | Built and managed finance platforms across asset classes; broad mortgage/capital markets expertise . |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 229,167 | 500,000 | 526,577 |
| Stock Awards (grant-date fair value) | — | 670,811 | 1,280,750 |
| Non-Equity Incentive Plan Compensation (Cash Bonus) | 427,604 | 945,750 | 1,537,747 |
| All Other Compensation | 333 | 21,800 | 34,174 |
| Total | 657,104 | 2,138,361 | 3,379,248 |
| Base Salary In-Effect | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Base Salary ($) | 500,000 | 526,577 | 560,000 |
| 2024 Annual Cash Incentive Plan (ACIP) Parameters | Value |
|---|---|
| Base Salary as of Dec 31, 2024 | $560,000 |
| Target Incentive (%; $) | 175%; $980,000 |
| Maximum Incentive (%; $) | 350%; $1,960,000 |
| Weighted Avg % of Target Achieved | 156.9% |
| Annual Cash Bonus Earned | $1,537,747 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Mix of quantitative and qualitative: absolute/relative book value per common share, capital growth, expense management, strategic/individual goals | Not disclosed | $980,000 | 156.9% of target; $1,537,747 paid (2025) | N/A |
| Long-Term Equity (2024) – PSUs | Total Economic Return (TER): absolute and peer-relative | 60% of LTI | 61,476 target PSUs | Earn 0–200% of target; grant-date FV $768,450 | Cliff vest at 3 years; perf period ends 12/31/26; settle by 3/15/27 |
| Long-Term Equity (2024) – RSUs | Time-based | 40% of LTI | 40,984 RSUs | Grant-date FV $512,300 | Equal installments over 3 years; dividends accrue, paid only to extent vest |
| PSU Performance Outcome (2019–2021 grant settled 2024) | TER (prior cycle) | N/A | Target PSUs (2022 grants footnotes) | 75% performance achieved; settled 2/25/2025 at $13.88 | Settled post performance determination |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 12, 2025) | Shares | % of Common |
|---|---|---|
| Common Stock Owned | 35,981 | <1% |
| Shares Pledged | None (company-wide prohibition; table states none pledged) | |
| RSUs (unvested; excluded from beneficial ownership %) | 35,080 | N/A |
| PSUs (target; unvested; excluded from beneficial ownership %) | 95,101 | N/A |
| Outstanding Equity Awards (Dec 31, 2024) | Grant Date | Unvested RSUs (#) | Market Value ($) | Unvested PSUs (Target #) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| RSUs | 3/10/2023 | 15,018 | 189,978 | — | — |
| PSUs | 3/10/2023 | — | — | 33,625 | 425,356 |
| RSUs | 3/08/2024 | 40,984 | 518,448 | — | — |
| PSUs | 3/08/2024 | — | — | 61,476 | 777,671 |
Vesting schedule highlights:
- RSUs (3/10/2023): vest 2/28/2025 and 2/28/2026 .
- RSUs (9/8/2023): vest 9/8/2025 and 9/8/2026; retirement acceleration not applicable to this grant .
- RSUs (3/8/2024): vest 3/10/2025, 2/28/2026, 2/28/2027 .
- PSUs (3/10/2023): vest 12/31/2025, subject to TER performance and accelerated vesting provisions .
- PSUs (3/8/2024): vest 12/31/2026, subject to TER performance .
- Stock vested (2024): 7,398 shares vested on 3/10/2024; $92,475 value realized .
Ownership guidelines and trading policies:
- Minimum ownership multiple: Other Executive Officers 3x base salary; RSUs count, PSUs do not; grace periods apply after promotions/salary increases; until compliant, must retain 100% of after-tax shares from vestings; as of 12/31/2024, executives met or were within grace period .
- Prohibitions: hedging, derivatives trading, short sales, margin accounts, and pledging are prohibited for executives/directors .
Employment Terms
| Term | Details |
|---|---|
| Start Date & Role | Joined as EVP, CFO & Secretary in Aug 2022; promoted to CFO & COO in July 2024 . |
| Agreement Term & Renewal | Auto-renewal unless either party gives 90 days’ notice; upon Change in Control, term extends 2 years unless more than 2 years remain in initial term . |
| Severance (non-CIC) | Lump sum equal to 1x base salary at termination plus his 2023 annual cash incentive award; continued benefits and prorated ACIP (based on actual performance) . |
| Severance (CIC; double trigger) | If resignation for Good Reason or termination without Cause on or within 2 years after CIC: 2.99x base salary plus average annual cash incentive for prior 3 years (adjustable due to <3 full years); continued benefits; full vesting of unvested equity (performance per grant terms); prorated ACIP . |
| 280G Treatment | “Best net” approach — reduce CIC benefits only if after-tax would be greater; amounts shown pre-reduction . |
| Restrictive Covenants | Confidentiality (indefinite for Colligan); non-solicit 12 months; non-compete during employment and for 1 year post-employment . |
| Clawback | Compliant with SEC Rule 10D-1/NYSE — clawback of erroneously awarded incentive comp on restatement (no-fault); discretionary clawback for felony convictions; employment agreements also include clawback to extent required by law/stock exchange . |
Estimated potential payments table (12/31/2024, stock price $12.65):
- Termination without cause/good reason (non-CIC): $3,712,573 total (severance $2,097,747; accelerated equity $1,586,626; benefits $28,200) .
- CIC termination: $6,067,622 total (severance $4,396,397; accelerated equity $1,586,626; benefits $84,599) .
Performance & Track Record
- Strategic leadership: As CFO/COO, Colligan streamlined and transformed HR, IT, legal, IR, and marketing; leadership formalized to enhance operating platform and value creation .
- TER results: 2022 PSU cycle settled at 75% of target performance, indicating measured TER achievement under the program’s framework .
- Operating commentary: Emphasized sensitivity of EAD and total economic return to repo rate cuts (“triple win”), reflecting focus on rate dynamics and funding costs .
- Capital deployment: Highlighted seizing high-return opportunities (>20% at times in Q4’22) despite temporary dilution, aligning with long-term value creation .
Compensation Structure Analysis
- Increased at-risk pay: Year-over-year growth in stock awards ($670,811 in 2023 → $1,280,750 in 2024) and cash bonuses ($945,750 in 2023 → $1,537,747 in 2024) reflects higher performance-based compensation .
- Shift away from options: Company does not grant options/SARs to executives; none outstanding or exercised in 2024, emphasizing RSUs/PSUs over option-like instruments .
- Peer benchmarking: 2024 base salary adjustment to $560,000 upon promotion was based on compensation peer group analysis by the Committee .
- Clear performance design: Cash plan combines quantitative and qualitative metrics tied to shareholder value drivers; LTI allocates 60% PSUs (TER) and 40% RSUs (retention) .
Equity Ownership & Alignment
| Alignment Indicator | Status |
|---|---|
| Ownership Guidelines | 3x salary for “Other Executive Officers”; retention of 100% after-tax shares until compliant; executives met or within grace period as of 12/31/2024 . |
| Hedging/Pledging | Explicitly prohibited; none of exec shares are pledged . |
| Unvested Equity | Significant unvested RSUs and PSUs (see Outstanding Awards), creating retention and performance alignment . |
| Stock Awards Vested 2024 | Modest vesting (7,398 shares, $92,475), no options exercised, suggesting limited near-term selling pressure . |
Employment Terms
| Provision | Detail |
|---|---|
| Severance Multiple (non-CIC) | 1x salary + 2023 ACIP for Colligan . |
| Severance Multiple (CIC; double trigger) | 2.99x salary + average ACIP over prior 3 years (adjustable due to tenure) . |
| Equity Treatment on Termination | Full vesting; PSUs vest per performance terms . |
| Benefits Continuation | Continued medical/dental/life/disability or cash in lieu; see estimated amounts . |
| Clawbacks | SEC 10D-1 policy and discretionary felony-based recoupment |
| Non-Compete/Non-Solicit | Non-compete 1 year post-employment; non-solicit 12 months; confidentiality indefinite . |
Investment Implications
- Pay-for-performance alignment: Heavy use of PSUs tied to TER and a cash plan anchored to book value, capital growth, and expense discipline aligns incentives with shareholder returns; 2022 PSU outcome at 75% indicates measured payout discipline .
- Retention profile: Significant unvested RSUs/PSUs across 2025–2027 vesting horizons, strict anti-hedging/pledging, and ownership retention requirements reduce near-term selling pressure and support continuity .
- Change-in-control economics: A 2.99x CIC multiple with full equity acceleration and continued benefits implies meaningful transaction-related payouts; “best net” 280G treatment mitigates excise tax inefficiency but indicates substantial costs in a sale scenario .
- Execution risk and value creation: Colligan’s operations mandate and prior CFO track record at Chimera, plus focus on rate-driven EAD/TER sensitivities, suggest disciplined funding and return management in volatile rate environments; successful internal transformations bolster operating leverage and scalability .