Kathy Hopinkah Hannan
About Kathy Hopinkah Hannan
Independent Director at Annaly Capital Management (NLY); age 63; director since 2019. She is a PhD, CPA, former KPMG National Managing Partner and Global Lead Partner, and is designated an Audit Committee financial expert; she chairs Annaly’s Audit Committee and also serves on the Management Development & Compensation (MDC) and Nominating/Corporate Governance (NCG) Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (U.S. firm of KPMG International) | Global Lead Partner; Senior Advisor, Board Leadership Center; National Leader, Total Impact Strategy | 2015–2018 | Governance and sustainability advisory; board effectiveness |
| KPMG LLP | National Managing Partner, Diversity & Corporate Responsibility | 2009–2015 | Corporate responsibility; human capital leadership |
| KPMG LLP | Midwest Area Managing Partner, Tax Services | 2004–2009 | Finance, tax leadership |
| KPMG LLP | Former Vice Chairman of Human Resources | Not disclosed | Human capital oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Otis Worldwide Co. (NYSE: OTIS) | Director | Current | Public company board; committee roles not disclosed in NLY proxy |
| Ginkgo Bioworks (NYSE: DNA) | Director | Current | Public company board; committee roles not disclosed in NLY proxy |
| Smithsonian National Museum of the American Indian | Former Chairman of Board of Trustees; Executive Committee member | Past | Non-profit governance |
| Committee for Economic Development (Washington, D.C.) | Trustee | Current | Policy and economic development |
| Girl Scouts of the USA | Chairman of the Board and National President | 2014–2020 | National leadership; governance |
| National Advisory Council on Indian Education | Member | Past | Federal advisory role |
Board Governance
- Committee assignments: Audit (Chair), MDC, NCG; designated Audit Committee financial expert; Audit Committee held 6 meetings in 2024; all committees are 100% independent .
- Independence: Board affirms she is independent; 8 of 9 continuing directors are independent .
- Board activity: Board held 11 meetings in 2024; all directors attended at least 75% of aggregate Board/committee meetings while serving; independent directors held 11 executive sessions in 2024 .
- Board leadership: Independent Chair; succession from Michael Haylon to Thomas Hamilton in 2025; strong committee oversight of risk and cybersecurity (Audit and Risk jointly) .
| Governance Item | 2024 Value |
|---|---|
| Board meetings | 11 |
| Executive sessions of independent directors | 11 |
| Audit Committee meetings | 6 |
| MDC Committee meetings | 7 |
| NCG Committee meetings | 4 |
| Risk Committee meetings | 4 |
| CR Committee meetings | 4 |
| Audit Committee independence | 100% independent; Hannan is financial expert |
Fixed Compensation
- Structure (2025 program): Cash retainers include Independent Chair $115,000; committee member $10,000; committee chairs: Audit $25,000; MDC $20,000; other committees $15,000; directors also receive annual DSU equity grants (vested at grant) .
- 2024 actual compensation (Hannan): Cash fees $155,000; stock awards (DSUs grant-date fair value) $175,000; total $330,000 .
| Component (2024) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 155,000 |
| Stock awards (DSUs, grant-date fair value) | 175,000 |
| Total | 330,000 |
Performance Compensation
- Directors receive DSUs (fully vested at grant) with dividend equivalents; no performance-based metrics (e.g., PSUs) are disclosed for director compensation; DSUs settle in stock per plan terms .
| Performance-linked element | Status |
|---|---|
| PSUs or option awards for directors | Not disclosed; DSUs only, vested at grant |
| Dividend equivalents on DSUs | Yes (cash or DSUs at director election) |
Other Directorships & Interlocks
- Current public boards: Otis Worldwide (OTIS) and Ginkgo Bioworks (DNA) .
- Annaly related-party transactions: None requiring disclosure since beginning of 2024; Board uses an independent review policy for related persons .
- Interlocks: No interlocks or business relationships with Annaly disclosed in the proxy related to Hannan .
| Company | Ticker | Role | Potential Conflict Exposure |
|---|---|---|---|
| Otis Worldwide | OTIS | Director | No related-party transactions disclosed with Annaly |
| Ginkgo Bioworks | DNA | Director | No related-party transactions disclosed with Annaly |
Expertise & Qualifications
- Credentials: Ph.D. in Leadership Studies (Benedictine University); B.A. (Loras College); Chicago Management Institute (Chicago Booth); Georgetown ICPE; NACD Directorship Certification; Carnegie Mellon/NACD CERT Certificate in Cybersecurity Oversight; NACD Master Class in Cyber-Risk Oversight; CPA .
- Skills: Finance/accounting/tax, corporate governance, sustainability, human capital; recognized as an Audit Committee financial expert .
Equity Ownership
- Beneficial ownership: 36,281 shares (includes DSUs). DSUs credited: 26,746; ownership is less than 1% of common stock outstanding .
- Ownership guidelines: Non-Employee Directors should own 5x annual cash retainer; retention ratio requires holding 50% of net shares from DSUs until guideline met; as of proxy date, all Non-Employee Directors had met or were on track to meet guidelines .
- Hedging/pledging: Prohibited for directors and executives under Insider Trading Policy and governance policies .
| Item | Value |
|---|---|
| Total beneficial ownership (# shares) | 36,281 (<1%) |
| DSUs credited (# units) | 26,746 |
| Ownership guideline | 5x annual cash retainer |
| Hedging/pledging policy | Prohibited |
Governance Assessment
- Board effectiveness: Strong independence (8/9 independent), independent Chair, robust committee structure, frequent executive sessions, external facilitator for annual self-evaluations; comprehensive succession planning and refreshment policy (term/age limits) .
- Compensation oversight: Hannan serves on MDC; committees are fully independent; use independent consultant (F.W. Cook) for director pay; director equity via DSUs aligns long-term with shareholders .
- Risk oversight signal: As Audit Chair and financial expert, Hannan jointly oversees cyber with Risk Committee; completed CERT/NACD cyber-risk programs—positive oversight capability .
- Shareholder feedback: 2024 Say-on-Pay support fell to ~63% (vs. five-year ~88%); Board/MDC engaged extensively and made material changes to the executive compensation framework to increase rigor, transparency and equity weighting—constructive responsiveness .
- Conflicts/related party: No related-person transactions disclosed for 2024; strong policy requiring independent review—no apparent conflicts involving Hannan .
- RED FLAGS: None evident for pledging/hedging or related-party ties; watch item is lower Say‑on‑Pay support in 2024, which the Board addressed through program changes .