Corporate Governance

As a responsible steward of capital, we have a longstanding commitment to strong corporate governance practices that benefit the long-term interests of our stakeholders.

Commitment to Governance

As a diversified capital manager, our mission is to act as a responsible steward of capital. Inherent in this mission is our longstanding commitment to strong corporate governance practices that benefit the long-term interests of our investors.

We regularly review and update our corporate governance practices in response to shareholder feedback, changes in applicable laws, regulations, requirements and guidance, as well as the evolving needs of our business. Over the last few years, the board has focused on enhancing its structure, composition and effectiveness. Recent governance enhancements, including our management internalization, declassifying the board, and separating the roles of Chair of the Board and CEO, the development and implementation of a Board ESG oversight matrix, and the lowering of the threshold for stockholders to call a special meeting have been informed by the Board’s annual self-evaluation and succession planning processes, its review of evolving best practices and feedback from the Company’s long-term stockholders.

Board Composition

12

Total number of Directors

92%

of Directors are independent

67%

of Directors have 5 years or less of tenure

Board Diversity

The Board of Directors recognizes the importance of having a composition representing diverse backgrounds and a broad set of experiences at policy-making levels in business, finance, government, education, law, technology and in other areas that are relevant to Annaly’s business and its status as a public company. Accordingly, the Board is committed to seeking out highly qualified candidates of diverse gender and race/ethnicity, as well as taking into account other factors that promote principles of diversity, including diversity of a candidate’s perspective, background, nationality, age and other demographics. In addition, the Board instructs any search firm it engages to include candidates of diverse gender and race/ethnicity in every director candidate pool presented to the NCG Committee.

42%

of Directors identify as racially/ethnically diverse

33%

of Directors are women

80%

of Board Committees are chaired by Directors who identify as women or racially/ethnically diverse

Committees

CChair

MMember

* Independent Chair

Name	Audit Committee	Management Development and Compensation Committee	Nominating/Corporate Governance Committee	Corporate Responsibility Committee	Risk Committee
Francine Bovich		M	C
David L. Finkelstein
Thomas Hamilton	M	M			C
Kathy Hopinkah Hannan	C	M	M
Michael Haylon*			M		M
Martin Laguerre	M			M
Manon Laroche				M	M
Eric A. Reeves			M	C	M
John H. Schaefer	M	M
Glenn A. Votek				M	M
Scott Wede	M				M
Vicki Williams		C	M