Thomas Hamilton
About Thomas Hamilton
Independent Director at Annaly Capital Management (NLY) since 2019; age 57. Former Strategic Advisor to the Global Head of FICC at Barclays Capital and former President/CEO and current Owner/Director of Construction Forms, Inc. He currently chairs NLY’s Risk Committee and serves on the Audit and Management Development & Compensation (MDC) Committees; he is also a director of Larimar Therapeutics (NASDAQ: LRMR). Education: B.S. in Finance, University of Dayton. The Board cites his expertise in fixed income, mortgage-related assets, strategies and markets, and significant leadership experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Construction Forms, Inc. (industrial manufacturing) | Owner & Director | 2013–present | Owner/Director of private company |
| Construction Forms, Inc. | President & Chief Executive Officer | 2013–2020 | Led operations and strategy |
| Barclays Capital | Strategic Advisor to Global Head of FICC (NY) | 2004–2012 | Senior advisory to global FICC franchise |
| Barclays Capital | Global Head of Securitized Product Trading & Banking | 2004–2012 | Led securitized products origination/trading |
| Barclays Capital | Head of Municipal Trading & Investment Banking | 2004–2012 | Led muni trading/banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Larimar Therapeutics, Inc. (NASDAQ: LRMR) | Director | Current | Other current public company board (count=1) |
| CureFA Foundation | Co-Founder | Current | Charitable scientific effort |
| Friedreich’s Ataxia Research Alliance | Director | Current | Non-profit board role |
Board Governance
- Committee assignments: Risk (Chair); Audit (Member); MDC (Member). Risk Committee: 4 meetings in 2024; Audit Committee: 6; MDC: 7.
- Independence: Identified as an Independent Director since 2019; all five standing committees are 100% independent.
- Attendance: In 2024, the Board held 11 meetings; all directors attended at least 75% of the aggregate Board and committee meetings on which they served; all then-directors attended the 2024 Annual Meeting.
- Tenure: Director since 2019.
- Risk oversight scope (as Risk Chair): Oversees risk governance, risk appetite, capital adequacy/limits, and key risk categories (capital, liquidity/funding, market, credit, counterparty, operational, compliance, regulatory/legal); joint oversight of cybersecurity with the Audit Committee.
Fixed Compensation
| Item | Detail | Amount / Terms |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | Annual director cash compensation paid | $145,000 |
| Equity – DSUs (FY2024) | Annual grant (aggregate grant date fair value) | $175,000 |
| Total (FY2024) | Cash + Stock awards | $320,000 |
| 2025 Committee Member Retainer | Per committee | $10,000 |
| 2025 Committee Chair Retainers | Audit; MDC; all other committees (incl. Risk) | $25,000; $20,000; $15,000 |
| 2025 Independent Board Chair Retainer | Additional cash retainer | $115,000 |
| DSU Structure | Granted on annual meeting date; fully vested at grant; no voting rights; dividend equivalents accrue in cash or DSUs at director’s election; settlement within 30 days after the first anniversary of grant or separation (unless deferred) | Policy terms as disclosed |
Notes:
- The MDC Committee reviews the form and amount of non-employee director compensation and uses F.W. Cook as its independent consultant; Committee concluded no conflicts of interest.
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-based equity/bonuses for directors | Not disclosed/applicable; director equity grants are DSUs vested at grant with dividend equivalents; company currently does not grant stock options to employees (and director equity program is DSUs). |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Potential Interlocks |
|---|---|---|---|
| Larimar Therapeutics, Inc. | NASDAQ: LRMR | Director | None disclosed with NLY competitors/suppliers/customers in proxy |
Board service limits: Policy caps outside public boards at three (one if the director is a sitting CEO) and limits audit committee overlaps; NCG evaluates time commitments annually.
Expertise & Qualifications
- Board-stated qualifications: expertise in fixed income, mortgage-related assets, strategies and markets; significant leadership experience.
- Broader Board skills matrix shows strong coverage across risk management, corporate governance, capital markets/M&A and industry knowledge among continuing directors.
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 151,282 shares; less than 1% of class |
| DSUs included in beneficial ownership | 36,282 DSUs |
| Footnote | Includes 82,500 shares owned by Cure FA Foundation, Inc. |
| Hedging/Pledging | Prohibited for directors (no margin/pledge; no hedging transactions) |
| Director Stock Ownership Guideline | 5x annual cash retainer; 50% net shares retention until met; all non-employee directors had met or were on track as of the proxy date |
Governance Assessment
Strengths impacting investor confidence:
- Risk oversight leadership: Chairs Risk Committee with explicit mandate over risk appetite and capital adequacy; joint cybersecurity oversight with Audit.
- Independence and engagement: Independent since 2019; committees fully independent; attendance met policy (≥75%) and attended the 2024 Annual Meeting.
- Ownership alignment: Material DSU holdings (36,282) within total beneficial ownership of 151,282 shares; robust director ownership guideline (5x cash retainer) with retention requirement; hedging/pledging prohibited.
- Compensation structure: Balanced cash/equity mix with transparent retainers; DSUs vested at grant with dividend equivalents; independent consultant engaged with no conflicts.
Watch items:
- Say-on-Pay signal: 2024 say-on-pay support ~63% versus ~88% 5-year average; as an MDC member, he is part of the committee responding to investor feedback and adjusting program rigor. Elevated scrutiny may persist until improvements are recognized by shareholders.
- Related-party/charitable ownership: Beneficial ownership includes shares owned by Cure FA Foundation; the company reports no related person transactions since the beginning of 2024 requiring disclosure or review—mitigating conflict concerns. Continued monitoring appropriate.
RED FLAGS
- None disclosed: No related-person transactions requiring disclosure; hedging/pledging prohibited; attendance thresholds met.
Note: Form 4 insider trading data are not included in the proxy; no director-specific trading disclosures were provided in the DEF 14A. If desired, we can compile recent Form 4 activity for Mr. Hamilton from SEC filings upon request.