Anthony Green
About Anthony Green
Anthony C. Green (age 50) is Chief Corporate Officer, Chief Legal Officer and Secretary of Annaly; he has served as CCO/CLO since January 2019, previously CLO & Secretary (2017–2019) and Deputy General Counsel (2009–2017) . He oversees legal and compliance, corporate responsibility, government relations, various control functions, and serves as Secretary to the Board . Education: B.A. in Economics & Political Science (University of Pennsylvania); J.D. and LL.M in International & Comparative Law (Cornell Law School) . Company performance context: Corporate scorecard achieved 117% of target in 2024, lifting annual incentive outcomes; Absolute Tangible Economic Return was ~12% for the measurement period and added +2% via the absolute TER modifier; Green’s final annual incentive multiplier was 117.25% . For PSUs covering 2022–2024, Annaly delivered Relative TER at the 58th percentile and Average EAD ROE of 14.44%, yielding a 125% PSU payout; TSR over the period was −10.79% (capped the Relative TER portion at 100%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Annaly Capital Management | Chief Corporate Officer, Chief Legal Officer & Secretary | 2019–present | Led board leadership succession planning; investor stewardship and stockholder engagement; enhanced executive compensation program; legal support for capital markets/strategic initiatives; oversight of corporate responsibility and government relations . |
| Annaly Capital Management | Chief Legal Officer & Secretary | 2017–2019 | Oversaw legal, compliance, governance; supported expansion in Residential Credit and MSR businesses . |
| Annaly Capital Management | Deputy General Counsel | 2009–2017 | Senior legal leadership across corporate matters . |
| K&L Gates | Law Partner, Corporate/Securities/M&A | Prior to 2009 | Corporate, securities, M&A expertise brought to Annaly’s governance and transactions . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $750,000 | $750,000 | $750,000 |
| Bonus ($) | $1,781,250 | $2,035,300 | $2,287,000 |
| Stock Awards ($) | $1,874,948 | $1,781,232 | $2,035,280 |
| All Other Compensation ($) | $14,732 | $15,200 | $13,800 |
| Total ($) | $4,420,930 | $4,581,732 | $5,086,080 |
Performance Compensation
Annual Incentives – Multipliers
| Metric | Weighting | 2023 Result | 2024 Result |
|---|---|---|---|
| Corporate Multiplier | 75% | 105.8% | 117% |
| Individual Multiplier (Green) | 25% | 100% | 110% |
| Blended Multiplier | — | 104.4% | 115.25% |
| Absolute Tangible Economic Return Modifier | +/- 10% | 6.1% ⇒ 0% impact | ~12% ⇒ +2% |
| Final Multiplier (Green) | — | 104.4% | 117.25% |
RSU/PSU Awards Granted for Annual Incentives
2023 Performance (granted Feb 1, 2024):
| Award Type | Grant Date | Value ($) | Units (#) |
|---|---|---|---|
| RSUs | 2/1/2024 | $1,017,650 | 52,000 |
| PSUs (Target) | 2/1/2024 | $1,017,650 | 52,000 |
2024 Performance (granted Feb 1, 2025):
| Award Type | Grant Date | Value ($) | Units (#) |
|---|---|---|---|
| RSUs | 2/1/2025 | $1,143,500 | 56,026 |
| PSUs (Target) | 2/1/2025 | $1,143,500 | 56,026 |
Vesting: RSUs vest in three equal annual installments starting one year post grant; PSUs vest based on three-year performance per plan .
PSU Metrics and Payouts
2024 PSU Framework (Performance period 2025–2027):
| Metric | Weight | Threshold | Target | Above Target | Maximum |
|---|---|---|---|---|---|
| Relative Tangible Economic Return | 50% | 25th percentile=50% | 55th percentile=100% | 75th percentile=125% | >90th percentile=150% (capped at 100% if 3-yr TSR negative) |
| Average EAD ROE | 50% | 10.50%=50% | 11.50%=100% | 12.50%=125% | 13.50%=150% |
2022 PSU Cycle (Performance period 2022–2024) – Actual Results:
| Metric | Weight | Actual Performance | Earned vs Target |
|---|---|---|---|
| Relative Tangible Economic Return | 50% | 58th percentile; TSR −10.79% (cap applies) | 100% |
| Average EAD ROE | 50% | 14.44% | 150% |
| Blended PSU Multiplier | — | — | 125% |
PSUs Awarded (2022 cycle, including dividend equivalents):
| Target PSUs (#) | Dividend Equivalents (#) | PSU Multiplier (%) | PSUs Awarded (#) |
|---|---|---|---|
| 29,704 | 15,392 | 125% | 56,370 |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| March 18, 2024 | 97,187 | <1% (asterisked in proxy) |
| March 17, 2025 | 99,737 | <1% (asterisked in proxy) |
Outstanding Equity at Fiscal Year-End
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/1/2022 | 14,569 | $266,613 | 0 | $0 |
| 2/1/2023 | 31,385 | $574,346 | 70,613 | $1,292,209 |
| 2/1/2024 | 57,461 | $1,051,536 | 86,193 | $1,577,332 |
Remaining RSU vesting dates: 2/1/2025, 2/1/2026, 2/1/2027 (per grant schedules) .
Stock vested in 2024:
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 93,591 | $1,831,574 |
Ownership policies and alignment:
- Stock ownership guideline: 3× base salary for executive officers; RSUs count, PSUs do not .
- Post-vest retention: must hold net shares until the later of one year post vest/exercise or until guideline met .
- Strict prohibitions: no hedging and no pledging/margin accounts .
- Clawbacks: restatement (Rule 10D‑1/NYSE-compliant) and misconduct recoupment policies .
Pledging/Hedging
- Company policy prohibits pledging or hedging; no pledging disclosed for Green .
Employment Terms
Severance plan (Executive Severance Plan):
- Multiples: CEO at 1.5× salary + 1.5× target cash bonus; other NEOs (including Green) at 1.25× salary + 1.25× target cash bonus; lump-sum; subject to release .
- Pro-rated bonus if terminated without cause after March 31 (based on prior-year bonus, subject to adjustment) .
- Clawback of severance for “Detrimental Conduct” within 3 years .
- Governance protections: no single-trigger cash severance or automatic vesting solely on change-in-control; no excise tax gross-ups; severance caps ≤2.99× salary+bonus .
Equity treatment on termination/change-in-control:
- Death: RSUs vest in full; PSUs vest at target, prorated .
- Disability: RSUs vest in full; PSUs continue vesting based on actual results, prorated .
- Qualifying Termination (without cause or qualifying “retirement” for awards granted 2023+): RSUs and PSUs continue vesting per original schedule (PSUs not prorated), subject to covenants . As of year-end, only Anthony C. Green met the combined age+service retirement criteria .
- Involuntary termination within 2 years of change-in-control (double trigger): immediate full vesting of RSUs and PSUs; PSUs vest at the greater of target or actual performance measured at the last fiscal quarter-end before the transaction; if awards are not assumed/replaced, vest at closing on the same rule .
Potential payments (illustrative values; closing price $18.30 at 12/31/2024):
| Scenario | Severance ($) | Bonus ($) | Accelerated/Continued Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause (other than within 2 years of CoC) | $3,375,000 | $2,287,000 | $4,762,035 | $10,424,035 |
| Termination without cause (within 2 years of CoC) or good reason | $3,375,000 | $2,287,000 | $4,762,035 | $10,424,035 |
| Death | $0 | $0 | $3,805,522 | $3,805,522 |
| Disability | $0 | $0 | $4,762,035 | $4,762,035 |
| Retirement (per award rules) | $0 | $0 | $4,762,035 | $4,762,035 |
Compensation Structure Analysis
- Pay mix: For 2023, all other executive officers (incl. Green) had 50% cash/50% equity; RSU/PSU split was 50%/50% . For 2025 targets, Annaly increased equity weighting to ≥50% for all NEOs (CEO ≥55%) and raised PSU share of equity to 60% (from 50%), emphasizing performance-based pay and alignment .
- Program refinements: 2023 added Absolute Tangible Economic Return modifier (+/−10%) replacing a narrower TSR governor, and increased weight of Relative TER in the corporate scorecard; the MDC Committee reported corporate scorecard achieved 105.8% in 2023 and 117% in 2024 .
- PSU design enhancements: Relative TER remains a core metric with a TSR governor (cap at 100% if 3‑yr TSR negative); Average EAD ROE thresholds raised for 2025–2027 cycle, tightening performance rigor .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay outcomes: 2023 approval >88% of votes cast ; 2024 approval ~63% (below 5‑yr average ~88%), prompting expanded outreach and a 2025 redesign to simplify scorecard and increase performance equity .
- Engagement: 100 top institutional investors contacted; meetings held with holders representing ~60% of institutional shares and 38% of total shares; MDC Chair participated in ~42% of institutional shares represented .
Compensation Peer Group and Consultant
- Compensation Peer Group includes a blend of mREITs and larger financials (e.g., AGNC, MFA, CIM, NYMT, Redwood Trust; plus AMP, BEN, JEF, RJF, VOYA, CG, PFSI; RITM added in 2024) .
- Independent consultant: F.W. Cook advises the MDC Committee; used market medians as guidance; no conflicts disclosed .
Equity Ownership & Governance Policies (Additional)
- Prohibitions: no hedging/pledging; no dividends/dividend equivalents on unvested awards paid unless and until earned/vested .
- Dividend equivalents: RSUs/PSUs accrue dividend equivalents as additional units, paid only upon vesting/earning, reinforcing dividend-driven TSR focus for a mortgage REIT .
Performance & Track Record Highlights (Green-specific)
- 2024: Led board leadership succession planning; oversaw stockholder engagement (including responding to 2024 Say-on-Pay), supported compensation program enhancements, legal support for capital markets initiatives, and stewardship of corporate responsibility and government relations; achieved above-target individual objectives (110% individual multiplier, final 117.25%) .
- 2023: Drove onboarding of three Independent Directors; managed governance relationships and continuous engagement; ensured appropriate legal/regulatory controls supporting Residential Credit/MSR expansion; supported capital markets strategy; advanced outside counsel diversity incentives .
Equity Ownership & Alignment (Insider activity)
- 2024 vesting events: 93,591 shares vested with $1,831,574 value realized; RSU tranche vesting continues annually through 2027, implying ongoing tax-withholding or settlement-related trades may occur; Form 4 transaction analysis would be needed to quantify net selling pressure (not disclosed in proxy) .
Employment Terms (Contract and Covenants)
- “Cause” definitions include fraud/dishonesty, felony, willful failure materially injurious to the Company, policy/covenant breach; severance subject to release, with recoupment for post-separation detrimental conduct .
- Non‑compete/non‑solicit specifics are not enumerated in the proxy beyond post‑employment covenants for equity continuation; award agreements require compliance (e.g., non‑disparagement/confidentiality) .
Investment Implications
- Alignment: Strong pay-for-performance linkage via Relative TER and EAD ROE metrics; increased PSU weighting in 2025 enhances long-term alignment, while hedging/pledging prohibitions and ownership/retention rules further reduce misalignment risk .
- Retention risk: Green qualifies for “retirement” under award definitions, enabling continued vesting upon qualifying exit; severance is formulaic at 1.25× salary+target bonus and equity continues vesting on qualifying termination—attractive terms may modestly elevate voluntary departure risk during succession cycles .
- Trading signals: Annual RSU vesting through 2027 and periodic PSU certifications create predictable vesting calendars; 2024 vesting magnitude suggests periodic settlement-related trades, but absence of pledging/hedging reduces forced-selling risk; detailed Form 4 review would refine near-term selling pressure assessment (proxy does not disclose transactions) .
- Governance feedback loop: 2024 Say-on-Pay at ~63% catalyzed changes (simpler scorecard, more performance equity); continued investor engagement and scorecard rigor should temper pay inflation risk and support credibility of incentive outcomes .