Glenn Votek
About Glenn A. Votek
Independent Director at Annaly Capital Management, Inc. (NLY). Age 66, director since 2019 and designated independent since 2023. Former Interim CEO/President (Nov 2019–Mar 2020) and CFO (Aug 2013–Dec 2019) of NLY; earlier held senior finance roles at CIT Group (EVP & Treasurer; President of Consumer Finance). Education: B.S. in Finance/Economics (Kean University/University of Arizona), MBA in Finance (Rutgers), Executive Education (UVA Darden); NACD Directorship Certified with CERT Cybersecurity Oversight and Diligent Institute Climate Leadership certifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Annaly Capital Management | Interim CEO & President | Nov 2019 – Mar 2020 | Led transition following management changes; deep knowledge of assets/operations . |
| Annaly Capital Management | CFO | Aug 2013 – Dec 2019 | Financial and accounting leadership; designated audit committee financial expert attributes . |
| Annaly Capital Management | Senior Advisor | Mar 2020 – Aug 2020 | Advisory support post-internalization . |
| CIT Group | EVP & Treasurer | 1999 – 2013 | Corporate treasury, capital markets leadership . |
| CIT Group | President, Consumer Finance | 2012 – 2013 | Business leadership in consumer finance . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NACD New Jersey Chapter | Board Member | Not disclosed | Board governance expertise and director education engagement . |
| Rutgers Business School Alumni Board for Learning Experiences | Former Member | Not disclosed | Academic/industry engagement . |
| Other current public company boards | — | — | None (0) . |
Board Governance
- Independence: Independent Director since 2023; Board has 8 of 9 independent continuing directors, regular executive sessions (11 in 2024) .
- Committees: Corporate Responsibility (CR) Committee Member; Risk Committee Member; not a chair .
- Meeting attendance: Board held 11 meetings in 2024; all directors attended at least 75% of Board and committee meetings during periods served; all then-directors attended 2024 Annual Meeting .
- Expertise: Attributes of an audit committee financial expert; completed NACD CERT cybersecurity oversight program; broad risk management, finance/accounting, capital markets, and mortgage finance experience .
- Board leadership: Independent Chair role maintained; transition from Michael Haylon to Thomas Hamilton post-2025 Annual Meeting reflects succession planning rigor .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Includes annual retainer and committee member fees. |
| Committee Member Retainer (each committee) | $10,000 (2025 schedule) | Applies per committee; Votek serves on CR and Risk. |
| Committee Chair Retainers | Audit $25,000; MDC $20,000; Other $15,000 (2025 schedule) | Votek is not a chair. |
| Independent Board Chair Retainer | $115,000 (2025 schedule) | For context; not applicable to Votek. |
- Director stock ownership guideline: 5x annual cash retainer; 50% net shares retention until guideline met; all non-employee directors had met or were on track as of proxy date .
Performance Compensation
| Equity Type | 2024 Grant Value (USD) | Vesting and Settlement | Dividends/Features |
|---|---|---|---|
| Deferred Stock Units (DSUs) | $175,000 | Fully vested at grant; settle in shares within 30 days after the earlier of 1-year anniversary or separation (unless deferred) . | DSUs accrue dividend equivalents (cash or additional DSUs at director election); no voting rights . |
- Directors do not receive options or PSUs; no performance metrics apply to director equity grants; equity is structured as DSUs to align ownership without introducing performance pay for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) . |
| Interlocks/Shared boards with competitors/suppliers/customers | None disclosed . |
| Private/non-profit/academic roles | NACD New Jersey; former Rutgers Business School Alumni Board . |
Expertise & Qualifications
- Former CFO and Interim CEO; deep finance/accounting expertise and mortgage finance industry knowledge .
- Audit Committee financial expert attributes; cybersecurity oversight credential (NACD CERT) and climate risk oversight certification (Diligent Institute) .
- Capital markets and risk management proficiency; aligns with Risk Committee responsibilities .
Equity Ownership
| Holder | Beneficial Ownership (#) | DSUs Included (#) | Percent of Class |
|---|---|---|---|
| Glenn A. Votek | 114,259 | 26,746 | <1% |
- Hedging and pledging prohibitions: Company policy prohibits directors from hedging or pledging company stock; no margin or collateral pledging permitted .
- Ownership guideline: 5x annual cash retainer with 50% retention ratio until met .
Governance Assessment
- Alignment: Strong “skin-in-the-game” via DSUs and ownership guidelines; 2024 compensation mix skewed to equity (~59% equity, ~$175k of $295k total), reinforcing alignment with stockholders .
- Independence and effectiveness: Independent since 2023; meaningful committee roles (CR and Risk) with 2024 committee activity (CR: 4 meetings; Risk: 4) and satisfactory attendance .
- Expertise leverage: Audit financial expert attributes and cybersecurity oversight credential bolster board oversight of financial reporting and cyber-risk (joint Audit/Risk oversight structure) .
- Conflicts/Related party: No related person transactions requiring disclosure since beginning of 2024; risk of conflicts appears low (no public interlocks; prohibitions on hedging/pledging) .
Potential yellow flags (board-level context):
- 2024 Say-on-Pay support declined to ~63% (vs five-year ~88%), prompting program changes; while not specific to director pay, it signals investor scrutiny of compensation governance . Management and MDC Committee responded with scorecard simplification and increased performance equity emphasis for executives in 2025, indicating receptiveness to feedback .
Board Governance Details (Committee Activity)
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Corporate Responsibility | Member | 4 | ESG, responsible investments, philanthropy, reputation . |
| Risk | Member | 4 | Risk appetite, market/credit/operational risk; joint cyber oversight with Audit . |
Director Compensation Summary (2024)
| Component | Amount (USD) | Mix |
|---|---|---|
| Cash fees | 120,000 | 40.7% |
| Stock awards (DSUs) | 175,000 | 59.3% |
| Total | 295,000 | 100% |
Attendance & Engagement
- Board meetings: 11 held in 2024; all directors ≥75% attendance; all then-directors attended the 2024 Annual Meeting .
- Executive sessions: 11 sessions of independent directors in 2024; enhances independent oversight .
Policies & Safeguards Relevant to Governance
- Related party transactions: Audit Committee or disinterested independent directors must pre-approve; none requiring disclosure since start of 2024 .
- Insider Trading Policy: Prohibits hedging and pledging; designed to promote compliance with laws/NYSE standards .
- Board service limits: Non-CEO directors capped at 3 other public boards; audit committee service capped at two other audit committees .
RED FLAGS
- None identified specific to Glenn Votek: no related-party transactions; no pledging/hedging; no outside public boards creating potential interlocks; acceptable attendance .
Overall implication: Votek’s longstanding financial leadership at NLY and CIT, audit/cyber credentials, and current Risk/CR committee membership support board effectiveness in financial oversight, risk governance, and ESG. Independence (since 2023), equity-heavy director pay and ownership policies underpin alignment; limited external board commitments and absence of related-party exposures reduce conflict risk .