UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy

Statement Pursuant to Section 14(a) of

the

Securities Exchange Act of 1934

(Amendment No. )

~~(Amendment No.~~

)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

☒	~~Preliminary Proxy Statement~~

Preliminary Proxy Statement

☐	~~Confidential, for Use of the Commission Only (as permitted by Rule~~ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12

☐	~~Definitive Proxy Statement~~

☐	~~Definitive Additional Materials~~

☐	~~Soliciting Material under to~~ ~~§240.14a-12~~

Annaly Capital Management, Inc.

(Name of Registrant as Specified ~~in its~~In Its Charter)

(Name of Person(s) Filing Proxy Statement, if ~~Other Than~~other than the Registrant)

Payment of Filing Fee (Check ~~all boxes that apply)~~the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS

TABLE OF CONTENTS

☒	~~No fee required.~~

☐	~~Fee paid previously with preliminary materials.~~

☐	~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules~~ ~~14a-6(i)(1)~~ ~~and~~ ~~0-11.~~

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER & CHIEF INVESTMENT OFFICER

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER & CHIEF INVESTMENT OFFICER

~~Message from our~~

~~Chief Executive Officer & Chief Investment Officer~~

Dear Fellow Stockholders,

Over the last year, Annaly has taken critical steps to position ourselves and our Board of Directors (the “Board”) for the next phase of Annaly’s growth. Despite extended market volatility, we have been steadfast in our mission to establish Annaly as the premier diversified capital manager with investment strategies across mortgage finance. In 2023, just as we have since Annaly’s inception as a public company more than twenty-five years ago, we proactively managed our core Agency strategy, while also building and scaling our Residential Credit and Mortgage Servicing Rights businesses.

[MISSING IMAGE: ph_davidfinkelstein-4c.jpg]

ENHANCEMENTS WE MADE TO OUR CORPORATE GOVERNANCE FRAMEWORK TO BOLSTER THE LONG-TERM SUCCESS OF THE COMPANY

In ~~2022,~~reflecting on the strategic evolution and direction of our businesses, our Board simultaneously applied a similar lens to its own current and future composition. In consideration of the retirement of our co-founder Wellington J. Denahan from the Board last May, and as part of our longer-term Board succession planning process, the Board appointed three exceptional new Directors to its ranks in 2023. The additions of Manon Laroche, Martin Laguerre and Scott Wede ensure that our Board’s overall balance of skills and experiences will be uniquely situated to support Annaly’s continued success for years to come.

As the first new Directors to be added to our Board since the height of the COVID-19 pandemic, management and the Board worked collaboratively to develop an enhanced in-person Director onboarding, which included personal briefings with tailored educational materials presented by executive officers and other senior business and functional leaders covering Annaly’s positioning and strategic plans, financial statements and reporting requirements, operating and regulatory environments, and key policies and practices. In late 2023, we were excited to bring several Directors — both new and established — to visit Annaly’s first branch location, where our Directors spent meaningful time with the talented professionals leading our efforts in the Dallas-Fort Worth metropolitan area.

As Annaly has grown beyond our New York City roots, we are more keenly aware than ever that our people are our greatest asset. The long-term success and growth of our businesses would not have been possible without our employees’ expertise, dedication and excellence, and thus in turn, we are equally committed to promoting their well-being, engagement and development. We were particularly pleased by the results of last year’s annual employee engagement survey, which generated a 90% response rate and demonstrated overall engagement well above the U.S. Diversified Financials average.

OUR CONTINUED COMMITMENT TO CORPORATE RESPONSIBILITY TO FURTHER ALIGN WITH OUR STOCKHOLDERS’ INTERESTS

Recently, we were proud to ~~celebrate Annaly’s 25th anniversary as~~publish our statement on human rights, which guides how we treat and train our employees, how we work with our vendors and how we interact with the communities where we live, work and invest, all of which reflect our fundamental belief that all people should be treated fairly and with respect. As a ~~publicly-traded company. As I stood on the podium beside Annaly’s~~ ~~co-founder~~ Wellington Denahan and rang the New York Stock Exchange closing bell, I reflected on the many milestones the Company has achieved in our first 25 years and the growth and opportunity still in front of us. Following this past year’s sale of our middle market lending portfolio for $2.4 billion, the Company is once again dedicatedfurther testament to ~~our original mission of being the market’s leading residential mortgage REIT and has made significant progress towards expanding our capabilities across the spectrum of housing finance.~~

At this pivotal moment, I am keenly aware that none of our achievements would have been possible without the tireless efforts of our Directors, executives and employees. They have supported every step of the Company’s strategic evolution, and also championed our commitment to corporate ~~citizenship. Since the onset of the pandemic,~~responsibility, we recently published our political engagement and contributions policy, which guides our engagement on public policy. While Annaly has ~~successfully navigated unprecedented market~~long prohibited the use of corporate funds for any political contributions or expenditures, we codified our existing practices to ensure that our political engagement and ~~economic turbulence while also continuing to uphold~~related activities comply with all applicable laws, are consistent with our ~~responsibility as a prudent steward of~~core values and protect and enhance stockholder value.

TABLE OF CONTENTS

~~Following~~MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER & CHIEF INVESTMENT OFFICER

Since our management internalization transaction in 2020, ~~we are proud that the Company, with the oversight of~~ the Management Development and Compensation ~~(“MDC”)~~ Committee of ~~the~~our Board has institutionalized a best-practice driven compensation program, ~~that~~which reflects ~~the internalization’s objective of aligning the interests of our employees with those of our stockholders.~~year-over-year enhancements driven by stockholder feedback. In response to, and in order to ~~further strengthen~~drive alignment with, our stockholders, for 2023 the ~~Company’s executive compensation program for 2022, the MDC~~Management Development and Compensation Committee ~~recently~~ adopted a number of ~~additional enhancements, which included adding a minimum performance threshold~~refinements to ~~the corporate performance scorecard used to determine~~our executives’ annual incentive ~~opportunities~~framework, which included an increase to the weighting of the Company’s key financial metric of Relative Tangible Economic Return and ~~increasing relative performance metrics to target above median performance for purposes~~the replacement of ~~determining annual and long-term incentive opportunities.~~

As a ~~further testament to our alignment~~limited Total Stockholder Return governor with ~~stockholders, the Company made~~ a recent enhancement to our stockholder rights framework. Following sustained dialogue with our top stockholders over the course of several years, in February 2022, the Board determined to proactively lower the threshold formore expansive Absolute Tangible Economic Return modifier.

In closing, our stockholders ~~to call a special meeting to 25%~~are at the forefront of shares outstanding from our prior majority threshold. The Board believes that the 25% threshold, which is the most common among S&P 500 companies, is ideal for Annaly because it provides our stockholders with a meaningful right to call a special meeting while protecting against potential misuse of that right by a small number of stockholders focused on narrow or short-term interests.

Asevery decision we make and, as always, we are ~~committed to year-round engagement with both retail~~grateful for your feedback, for your investment and ~~institutional investors to ensure we have a full understanding of your priorities and perspectives, including any concerns that may arise between annual meetings. To that end, we have held over 125~~ ~~in-person,~~ virtual or telephonic meetings with stockholders across the U.S., Canada and Europe since the beginning of 2022. One of the main themes that emerged from these conversations is your continued focus on our environmental, social and governance (“ESG”) initiatives. In June 2022, we were pleased to publish our third corporate responsibility report, which included enhanced climate-related disclosures that considered the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”).

Like much of what makes Annaly who we are today, our focus on corporate responsibility and ESG began with Wellington Denahan, whose personal commitment to sustainability and philanthropy informed the founding of the Corporate Responsibility Committee of the Board in 2017. Wellington’s contributions to Annaly, including her years serving as our Chief Operating Officer, Chief Investment Officer, Chief Executive Officer and Executive Chairman, cannot be overstated. Her foresight, entrepreneurial spirit and wisdom blazed the trail, and I know I speak on behalf of the entire Annaly team in thanking Wellington for her exceptional dedication to the Company, our Board and our stockholders.

~~In closing, I would also like to thank each of you – for the faith you’ve placed in us these past 25 years, as well as~~ for your continued ~~trust and investment as~~support. With that in mind, we ~~move into the next phase of Annaly’s journey. We~~ hope that you will join us for this year’s Annual Meeting of Stockholders, which will be conducted via interactive online format on May 17^th.

~~Sincerely,~~

~~David L. Finkelstein~~

~~Chief Executive Officer & Chief Investment Officer~~

~~April [ ], 2023~~

~~ANNALY CAPITAL MANAGEMENT~~ ç15~~2023 PROXY STATEMENT~~th.

Sincerely,

[MISSING IMAGE: sg_davidlfinkelstein-bw.jpg]

David L. Finkelstein
Chief Executive Officer & Chief Investment Officer

April 4, 2024

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Annaly Capital Management, Inc.:

Annaly Capital Management, Inc., a Maryland corporation (“Annaly” or the “Company”), will hold its annual meeting of stockholders (the “Annual Meeting”) ~~on May 17, 2023, at 9:00 a.m. (Eastern Time) online at www.virtualshareholdermeeting.com/NLY2023. At the Annual Meeting, you will be asked to:~~:

1.MEETING INFORMATION		~~Elect ten~~
	Date and Time
May 15, 2024 9:00 a.m. (Eastern Time)

	Virtual Meeting
www.virtualshareholdermeeting.com/ NLY2024

	Who May Vote
Only common stockholders of record at the close of business on March 18, 2024, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting and any postponements or adjournments thereof.

ITEMS OF BUSINESS

Proposal

Board Vote
Recommendation

Page
Reference

Election of twelve Directors for a term ending at the ~~2024~~2025 annual meeting of stockholders and when their respective successors are duly elected and qualify ~~as set forth in the accompanying Proxy Statement;~~

FOR each Director nominee

~~Approve,~~

Approval, on an advisory basis, of the Company’s executive compensation ~~as described in the Proxy Statement;~~

FOR

~~Consider an advisory vote on the frequency~~

Ratification of ~~future advisory votes to approve the Company’s executive compensation;~~

~~Approve an amendment to the Company’s Charter to decrease the number of authorized shares of stock;~~

~~Ratify~~ the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2023; and~~

2024

~~Consider an advisory stockholder proposal to further reduce the ownership threshold to call a special meeting.~~

FOR

The Company will also transact any other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. Only common stockholders of record at the close of business on March 20, 2023, the record date for the Annual Meeting, may vote at the Annual Meeting and any postponements or adjournments thereof.

~~Your vote is very important. Please exercise your right to vote.~~

The Company’s Board ~~of Directors (the “Board”)~~ is soliciting proxies in connection with the Annual Meeting. The Company is sending the Notice of Internet Availability of Proxy Materials (the “Notice”), or a printed copy of the proxy materials, as applicable, commencing on or about April ~~[ ], 2023.~~

4, 2024.

To view the Proxy Statement and other materials about the Annual Meeting, go to www.proxyvote.com.

All stockholders are cordially invited to attend the Annual Meeting, which will be conducted via a live webcast. The Company believes that the virtual meeting format allows enhanced participation of, and interaction with, our global stockholder base. During the upcoming virtual ~~meeting,~~Annual Meeting, you may ask questions and will be able to vote your shares electronically from your home or any remote location with Internet connectivity. You may also submit questions in advance of the Annual Meeting by visiting www.proxyvote.com.

The Company will respond to as many inquiries that are pertinent to the Company at the Annual Meeting as time allows.

An audio broadcast of the Annual Meeting will also be available to stockholders by telephone toll-free at 1-888-700-7644 in the United States or 1-929-207-8058 if calling from outside the United States, and ~~providing Conference ID 4930273.~~requesting the Annaly Capital Management Annual Meeting. If you plan to attend the Annual Meeting online or listen to the ~~telephonic~~ audio broadcast, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. Please note that listening to the telephonic audio broadcast will not be deemed to be attending the Annual Meeting, and you cannot ask questions or vote from such audio broadcast. The Annual Meeting will begin promptly at 9:00 a.m. (Eastern Time). Online check-in will begin at 8:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

~~By Order of the Board of Directors,~~

~~Anthony C. Green~~

~~Chief Corporate Officer, Chief Legal Officer & Secretary~~

~~April [ ], 2023~~

By Order of the Board of Directors,

[MISSING IMAGE: sg_anthonycgreen-bw.jpg]

Anthony C. Green
Chief Corporate Officer, Chief Legal Officer & Secretary

April 4, 2024

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 17, 2023.~~

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 15, 2024

The Company’s Proxy Statement and ~~2022~~2023 Annual Report to Stockholders are available at ~~www.proxyvote.com.~~www.proxyvote.com

Your vote is very important. Please exercise your right to vote.

Online at
www.proxyvote.com

Online at www.virtualshareholder
meeting.com/NLY2024

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~Voluntary Electronic Receipt of Future Proxy Materials

We promote sustainable and environmentally friendly practices in order to reduce energy use, decrease waste, increase recycling and lower water consumption in our daily operations. We are committed to continuing to look for ways to minimize the environmental footprint of our operations.

We encourage our stockholders to enroll in e-delivery to help us conserve our natural resources and save on annual meeting costs

Online at
www.proxyvote.com

Scan the QR code
to visit
www.proxyvote.com

Combined with your adoption of electronic delivery of proxy materials, and the elimination of approximately
408,600 sets of proxy materials, we can ideally reduce the impact on the environment by:

using approximately 1,070 fewer tons of wood, or 6,420 fewer trees (100 acres of forest)

saving approximately 5.74 million gallons of water, or the equivalent of filling approximately 261 swimming pools

[MISSING IMAGE: ic_refrigerators-pn.gif]

using approximately 6.84 billion fewer BTUs, or the equivalent of the amount of energy used by 8,140 residential refrigerators for one full year

eliminating approximately 316,000 pounds of solid waste

using approximately 4.82 million fewer pounds of greenhouse gases, including CO2, or the equivalent of 438 automobiles running for one year

reducing hazardous air pollutants by approximately 428 pounds

Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visit www.papercalculator.org.

TABLE OF CONTENTS

PROXY SUMMARY

This summary contains highlights about the Company and the Annual Meeting. This summary does not contain all the information that you should consider in advance of the Annual Meeting, and the Company encourages you to read the entire Proxy Statement and the Company’s ~~2022~~2023 Annual Report on Form 10-K carefully before voting.

The 2024 Annual Meeting of Stockholders

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Date and Time

~~The 2023 Annual Meeting of Stockholders will be held:~~

~~Time & Date:~~

Wednesday, May ~~17, 2023~~15, 2024 at 9:00 a.m. (Eastern Time)

~~Place~~

Virtual Meeting

www.virtualshareholdermeeting.com/~~NLY2023~~

NLY2024

Record ~~Date:~~

Date

Close of business on March ~~20, 2023~~

18, 2024

VOTING MATTERS

Proposal		Board Vote Recommendation		Page Reference
1	Election of Directors		FOR each Director nominee	12
2	Approval, on an advisory basis, of the Company’s executive compensation		FOR	65
3	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024		FOR	66

~~Voting~~

~~Stockholders are able~~

Your vote is very important. Please exercise your right to ~~vote by Internet at www.proxyvote.com; telephone at~~
~~1-800-690-6903;~~vote. ~~by completing and returning their proxy card; or online at the Annual Meeting~~

~~Voting Matters~~

~~Board~~ Vote

~~Recommendation~~

~~Page~~

~~Number~~

~~Proposal No. 1: Election of Directors~~

~~FOR~~ ~~each Director~~

~~nominee~~

~~Proposal No. 2: Approval, on an advisory basis, of the Company’s executive compensation~~

~~FOR~~

~~Proposal No. 3: Consideration of an advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation~~

~~EVERY ONE YEAR~~

~~Proposal No. 4: Approval of an amendment to the Company’s Charter to decrease the number of authorized shares of stock~~

~~FOR~~

~~Proposal No. 5: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023~~

~~FOR~~

~~Proposal No. 6: Consideration of an advisory stockholder proposal to further reduce the ownership threshold to call a special meeting~~

~~AGAINST~~

~~How to Vote:~~

~~Stockholders may vote:~~

~~Online~~ Before the Meeting

Vote During the Meeting

Internet

Mobile Device

Phone

Mail

[MISSING IMAGE: ic_attendmeeting-pn.jpg]

Attend the Meeting

Online at
www.proxyvote.com

Scan the QR code to visit
www.proxyvote.com

~~By Mail~~Call toll-free 24/7

~~completing and returning~~1-800-690-6903

~~their~~Complete & return your proxy card

~~By Phone~~

~~1-800-690-6903~~

Online ~~During the Meeting~~at

~~www.virtualshareholdermeeting.com/NLY2023~~www.virtualshareholder
meeting.com/NLY2024

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~PARTICIPATE IN THE ANNUAL MEETING

~~Participate In the Annual Meeting~~

~~You are entitled to participate, vote and ask questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/NLY2023.~~

An audio broadcast of the Annual Meeting will also be available to stockholders by telephone toll-free at 1-888-700-7644 in the United States or 1-929-207-8058 if calling from outside the United States, and ~~providing Conference ID 4930273.~~requesting the Annaly Capital Management Annual Meeting. Please note that listening to the telephonic audio broadcast will not be deemed to be attending the Annual Meeting and you cannot ask questions or vote from such audio broadcast. If you plan to attend the Annual Meeting online or listen to the ~~telephonic~~ audio broadcast, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. Stockholders can access Annaly’s interactive pre-meeting forum, where you can submit questions and vote in advance of the Annual Meeting and view copies of our proxy materials, by visiting ~~www.proxyvote.com.~~www.proxyvote.com. We will respond to as many inquiries that are pertinent to the Company at the Annual Meeting as time allows.

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 1

Permanent Capital(1)

as of December 31, 2023

Total Assets(2)

as of December 31, 2023

TABLE OF CONTENTS

PROXY SUMMARY

Executive Compensation

~~2022 marked~~

The Management Development and Compensation (“MDC”) Committee of our Board carefully considers the ~~second full year that~~feedback we receive from our stockholders through our engagement efforts, as well as the ~~Company was internally-managed.~~voting results on our advisory resolutions on executive compensation, when making executive compensation decisions. In ~~2022,~~response to this feedback, for 2023 the MDC Committee ~~introduced~~adopted refinements to its annual incentive framework for executive officers, which consists of a ~~number~~corporate scorecard of ~~additional~~objective financial and risk metrics along with a qualitative assessment of individual performance. These enhancements included:

▪

Increasing the weighting of the Relative Tangible Economic Return metric such that it now accounts for more than 60% of the total scorecard value linked to financial metrics, with Operating Efficiency accounting for the remainder

–

Both such metrics had been equally-weighted in 2022

▪

Replacing the Total Stockholder Return (“TSR”) governor, which had previously only capped the portion of the annual incentive award tied to Relative Tangible Economic Return, with an Absolute Tangible Economic Return modifier, which impacts overall annual incentive award opportunity, including the portion of the award tied to individual performance

[MISSING IMAGE: pc_2024annualincentive-pn.jpg]

The MDC Committee believes that these compensation enhancements address the feedback we received from stockholders on our executive compensation program ~~which are intended~~and serve to ~~drive~~increase alignment ~~with,~~between the interests of our stockholders and ~~respond to feedback from,~~those of our ~~stockholders. These enhancements included:~~

∎

~~Adding a minimum performance threshold to the corporate performance scorecard used to determine 75% of executives’ annual incentive opportunities~~

–

~~Below this threshold, no incentive payments ($0) will be made~~executive officers.

∎

Increasing relative performance metrics to target above median (55%+) performance rather than median performance for purposes of determining annual incentive opportunities and ultimate performance stock unit (“PSU”) payouts

~~Note: For footnoted information, please refer to “Annaly at a Glance & Evolution of Annaly” in Endnotes section.~~

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 3

Recent Operating Achievements

~~Common and Preferred Dividends Declared~~

~~$1.6 billion~~

~~common and preferred dividends declared in 2022~~

Middle Market Lending
Portfolio Sale

~~$2.4 billion~~

~~sale of middle market lending portfolio~~⁽¹⁾

Housing Finance
Expansion

~~#1 & #3~~

~~Largest~~ ~~non-bank~~ ~~issuer of Prime Jumbo & Expanded Credit MBS~~⁽²⁾ ~~and third largest buyer of bulk MSR in 2022~~⁽³⁾

~~Liquidity~~

~~$6.3 billion~~

~~of unencumbered assets at the end of 2022, including cash and unencumbered Agency MBS of $4.0 billion~~

~~Leverage~~

~~6.3x~~

~~economic leverage~~⁽⁴⁾~~, up from 5.7x year-over-year~~

~~Accretive Equity Raised~~

~~$2.7 billion~~

~~of accretive common equity raised in 2022 through two common equity offerings and our~~ ~~at-the-market~~ ~~sales program~~⁽⁵⁾

Note: Market data and financial data as of December 31, 2023.

(1)

Data shown since Annaly’s initial public offering in October 1997 through December 31, 2023, and includes common and preferred dividends declared.

(2)

Issuer ranking data from Inside Nonconforming Markets for 2022 through 2023 year-end (January 5, 2024 issue).

(3)

Comprised of $5.2bn of unencumbered assets, which represents Annaly’s excess liquidity and defined as assets that have not been pledged or securitized (generally including cash and cash equivalents, Agency MBS, CRT, Non-Agency MBS, residential mortgage loans, MSR, reverse repurchase agreements, other unencumbered financial assets and capital stock), and $1.0bn of fair value of collateral pledged for future advances.

(4)

Represents a non-GAAP financial measure. See Appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures.

(5)

Information aggregated from 2023 Fannie Mae and Freddie Mac monthly loan level files by eMBS servicing transfer data as of December 31, 2023.

Annaly’s Shared Capital Model and Strategic Focus

~~We strive to efficiently diversify~~

We continued to allocate capital across the residential mortgage loan in 2023, with the objective to evaluate the loan and invest across the most attractively priced portion of the mortgage. With Agency MBS as the anchor, we have been able to strategically grow our Residential Credit and MSR businesses into fully scaled platforms while maintaining an intentional focus on credit and risk management given broader market volatility and disruptions to the mortgage finance sector. We believe that we have achieved greater balance in the overall portfolio, which should benefit our leverage and liquidity profiles and support better risk-adjusted returns.

Note: Market data and financial data as of December 31, 2023.

(1)

Represents Annaly’s investments ~~across our businesses through a rigorous shared capital model and capital allocation process. In 2022, we sold our middle market lending portfolio, inclusive of~~ that are on-balance sheet ~~assets~~ as well as investments that are off-balance sheet in which Annaly has economic exposure. Total assets managed for third parties, for $2.4 billion. We believe the transaction provided compelling execution for our stockholders, while also generating additional capacity and strategic flexibility to further expand our leadership and operational capabilities across all aspects of the residential housing finance market. Combined with the 2021 sale of ourinclude commercial real estate ~~business, buildout~~related assets, which are excluded from capital allocation calculations. Agency assets reflect TBA purchase contracts (market value) of ($0.6)bn. Residential Credit assets exclude assets transferred or pledged to securitization vehicles of $13.3bn, include $1.4bn of retained securities that are eliminated in consolidation and are shown net of participations issued totaling $1.1bn. MSR assets include unsettled MSR commitments of $0.5bn. MSR commitments represent the market value of deals where Annaly has executed a letter of intent.

(2)

Capital allocation for each of the investment strategies is calculated as the difference between each investment strategy’s allocated assets, which include TBA purchase contracts, and liabilities. Dedicated capital allocations as of December 31, 2023 exclude commercial real estate assets.

(3)

Sector rank compares Annaly dedicated capital for both our ~~MSR business~~Agency and ~~expansion~~Residential Credit businesses as of ~~our~~December 31, 2023 (adjusted for P/B as of December 31, 2023) to the market capitalization of the companies comprising the Agency and residential ~~credit business, we believe that Annaly continues to be well-positioned to allocate capital across~~creditor sectors within the ~~housing finance space.~~

~~Note: For footnoted information, please refer to “Recent Operating Achievements & Annaly’s Shared Capital Model and Strategic Focus” in Endnotes section.~~

BBREMTG Index as of December 31, 2023.

TABLE OF CONTENTS

PROXY SUMMARY

Delivering Significant Value for Stockholders

	6.0%				25+				748%
	economic return for the full year 2023				years of delivering yield to stockholders				total stockholder return since Annaly’s IPO(1)

(1)

TSR for the period beginning October 7, 1997 through December 31, 2023.

(2)

Data shown since Annaly’s initial public offering in October 1997 through December 31, 2023 and includes common and preferred dividends declared.

STOCKHOLDER OUTREACH AND RESULTS OF 2023 SAY-ON-PAY VOTE

How We
Engaged

We are committed to ongoing engagement with both retail and institutional stockholders through a wide range of mediums, including:

▪

in-person and virtual meetings,

▪

conferences,

▪

phone calls,

▪

electronic communication, and

▪

social media.

Topics We
Discussed

Following the results of our 2023 advisory resolution on executive compensation (commonly known as a “Say-on-Pay” vote), which received support from over 88% of votes cast, we have continued our multi-pronged stockholder outreach campaign to solicit feedback on a number of issues, including:

▪

our executive compensation practices and disclosures,

▪

our human capital management, including diversity, equity and inclusion (“DE&I”) efforts,

▪

our corporate governance framework and policies, and

▪

our corporate responsibility and environmental, social and governance (“ESG”) initiatives.

100%

~90%

>200

~~$24 billion~~

of common and preferred dividends
declared since Annaly’s IPO⁽¹⁾

~~25+~~

years of delivering yield
to stockholders

~~708%~~

total shareholder return since
Annaly’s IPO⁽²⁾

~~Since inception, Annaly has delivered ~$24bn in dividends to shareholders~~⁽¹⁾

~~(in millions)~~

~~Stockholder Outreach and Results Of 2022~~ ~~Say-On-Pay~~ ~~Vote~~

~~100%~~

of top 100 institutional investors
included in ~~2022—2023~~
2023-2024 outreach efforts

~~+90%~~

met with investors representing ~90% of all institutional investors
includedshares held by 10 largest stockholders in 2022—2023
outreach efforts

the 2023-2024 proxy season

~~>125~~

meetings with

stockholders across the U.S.,

Canada and Europe during ~~2022~~

2023

~~We are committed to ongoing engagement with both retail and institutional stockholders through a wide range of mediums, including:~~ ~~in-person~~ ~~and virtual meetings, conferences, phone calls, electronic communication and social media. Following the results of our 2022 advisory resolution on executive compensation (commonly known as a~~ ~~“Say-on-Pay”~~ vote), which received support from over 88% of votes cast, we have continued our multi-pronged stockholder outreach campaign to solicit feedback on a number of issues, including (i) our executive compensation practices and disclosures, (ii) our human capital management, including diversity, equity and inclusion (“DE&I”) efforts, (iii) our stockholder rights framework and (iv) our corporate responsibility and ESG initiatives.

Annaly’s stockholder engagement efforts generated significant feedback for both the Board and management and have resulted in a number of enhancements to our corporate governance, corporate responsibility and executive compensation practices and disclosures over the last few years. Our stockholders have been instrumental to, and supportive of, these governance and disclosure enhancements and we look forward to continuing to find innovative ways to engage over the course of 2023 and beyond.

~~Note: For footnoted information, please refer to “Delivering Significant Value for Stockholders” in Endnotes section.~~

6 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY

RECENT STOCKHOLDER ENGAGEMENT EFFORTS

~~2022–2023 Stockholder Engagement Efforts~~

What the Company Heard		What the Company Did
~~Enhance Stockholder Rights~~Strengthen Annual Incentive Framework for Executives		∎▪ ~~Conducted extensive stockholder outreach~~ Increased the weighting of the Relative Tangible Economic Return metric such that it now accounts for more than 60% of the total corporate scorecard value linked to ~~assess desired enhancements~~financial metrics, with Operating Efficiency accounting for the remainder – Both such metrics had been equally-weighted in 2022 ▪ Replaced the TSR governor, which had previously only capped the portion of the annual incentive award tied to ~~stockholder rights framework~~ ∎ ~~Proactively amended our bylaws in February 2022~~Relative Tangible Economic Return, with an Absolute Tangible Economic Return modifier, which impacts overall annual incentive award opportunity, including the portion of the award tied to ~~lower the threshold for stockholders to call a special meeting from the previous majority threshold to 25% of shares outstanding~~ individual performance
~~Strengthen Executive Compensation Practices~~	∎ ~~Added a minimum performance threshold to the corporate performance scorecard used to determine 75% of executives’ annual incentive opportunities~~ – ~~Below this threshold, no incentive payments ($0) will be made~~ ∎ ~~Increased relative performance metrics to target above median (55%+) performance rather than median performance for purposes of determining annual incentive opportunities and ultimate PSU payouts~~
Maintain Focus on Board Composition and Succession Planning		▪ Added three highly qualified Independent Directors to our Board ▪ Conducted Board self-evaluation by way of individual Director interviews facilitated by a third-party governance expert ▪ Launched Board Chair succession planning process
Advance Human Capital and ~~DE&I Initiatives~~ ESG-Related Practices and Policies		∎▪ ~~Continued~~ Published a statement on human rights expressing our commitment to ~~provide annual disclosure~~protect, preserve and promote human rights, as well as our belief that all people should be treated fairly and with respect ▪ Published Political Engagement and Contributions Policy that codifies our longstanding practice prohibiting the use of ~~workforce diversity statistics, including our~~ corporate funds for any political contributions or expenditures ~~EEO-1~~▪ ~~Reports~~ ∎ Supported seven employee-led networks, which collectively led over 2050 DE&I activities throughout the year, including speakers, volunteerism, trainings and brown bag lunch discussions ▪ ∎ ~~Sponsored Wellness Week focused on employee well-being, mental health~~ Conducted 25 training and ~~educational~~development opportunities including ~~medical~~a three-part training dedicated to fostering inclusive teams and ~~financial wellness~~ ∎ ~~Conducted manager training on effective performance~~relationships, reinforcing mindfulness around biases and ~~hosted career conversations to promote employee engagement and reinforce~~reinforcing our corporate culture ▪ ∎ ~~Partnered~~ Coordinated over 25 volunteer activities with ~~highly acclaimed leadership coach on a firmwide branding workshop to promote individual personal and professional development~~ ∎ ~~Taught two fixed income and mortgage market courses to a diverse group~~participation from over 70% of ~~college students traditionally underrepresented in finance~~our employees ▪ Hosted interns in partnership with Project Destined, ∎ ~~Hosted interns in partnership with~~ Girls Who Invest and Cristo Rey High School ▪
~~Spotlight Corporate Responsibility and ESG Efforts~~	∎ Published ~~third~~fourth annual ~~Corporate Responsibility~~ESG Report in June ~~2022~~ 2023, which: –~~Report outlines~~ Outlines the Company’s progress towards our ESG goals and commitments across our four key ESG areas: corporate governance, human capital, responsible investments and ~~environment~~ environment; and –~~Report includes~~ Includes climate-related disclosures taking into consideration the recommendations of the ~~TCFD~~ ∎ ~~Continued to track, measure and disclose our total greenhouse gas~~Task Force on Climate-Related Financial Disclosures (“~~GHG”~~TCFD”) ~~emissions and energy consumption as well as fully offsetting 100% of our Scope 1 and Scope 2 GHG emissions~~ ∎ ~~Coordinated 20 volunteer activities with participation from over 50% of our employees~~



		Additional Actions We Took			Our stockholder outreach is complemented by related initiatives, including: ▪ ∎ Analysis of market governance, compensation and ESG practices at peer companies ▪ ∎ Advice from external advisors ~~including~~ on matters such as: – governance, compensation and ESG consultants, – board search firms, ~~and~~ – proxy solicitors, and – ∎ ~~Discussions~~ discussions with proxy advisory services and corporate governance research firms

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DIVERSITY AND OTHER ATTRIBUTES OF DIRECTORS

The Nominating/Corporate Governance (“NCG”) Committee endeavors to have a board representing diverse backgrounds and a wide range of professional experiences. The NCG Committee annually evaluates its overall composition and rigorously evaluates individual Directors to ensure a continued match of their skill sets and projected tenure against the needs of the Company. For additional information about individual Directors’ qualifications and experience, please see the Director biographies beginning on page 13.

~~15 years or 73~~^rd ~~birthday~~

Independent Directors may not stand for relection
upon the earlier of 15 years of service or their 73^rd
~~birthday~~

~~60%~~

of Continuing Directors identify as women and/or
racially/ethnically diverse

~~Skill / Experience Summary of Continuing Directors~~⁽¹⁾

Skill / Experience Bovich Finkelstein Hamilton Hannan Haylon Laguerre Reeves Schaefer Votek Williams Total

Complex and regulated industries
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 10

Compliance
✓ ✓ ✓ ✓ 4

Corporate governance
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 10

Ethics and ESG
✓ ✓ ✓ ✓ ✓ ✓ ✓ 7

Finance and accounting
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 9

Financial services
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 8

Government, public policy and regulatory affairs
✓ ✓ 2

Industry knowledge
✓ ✓ ✓ ✓ ✓ ✓ ✓ 7

Information technology/cybersecurity
✓ ✓ ✓ 3

Legal expertise
✓ 1

Mergers & acquisitions
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 9

Operations/human capital management
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 9

Other public company board experience
✓ ✓ ✓ ✓ 4

Private company board experience
✓ ✓ ✓ ✓ ✓ ✓ ✓ 7

Public company CEO
✓ ✓ 2

Risk management
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 10

Strategy development and implementation
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 9

Gender diversity
✓ ✓ ✓ 3

Racial/ethnic diversity
✓ ✓ ✓ ✓ 4

Audit Committee financial expert
✓ ✓ ✓ ✓ 4
Total
11 12 10 16 12 13 11 11 15 11

As evidenced by the composition of our Board, we are 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. The Board’sOur Corporate Governance Guidelines formalize the Board’s commitment to seeking out highly qualified candidates of diverse gender and race/ethnicity and include a ~~director~~Director refreshment policy ~~requiring that~~prohibiting Independent Directors ~~may not stand~~from standing for re-election ~~following~~ after the earlier of their 15th anniversary of service on the Board or their 73rd birthday. In extraordinary circumstances, the Board may determine that an Independent Director may stand for re-election after having reached such age or term limit for up to three additional one-year terms.

~~Note: For footnoted information, please refer to “Board Composition, Structure and Refreshment” in Endnotes section.~~

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~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~Continuing Director Diversity~~⁽¹⁾

Environmental, Social and Governance ~~(“ESG”)~~

We are convinced that our ESG initiatives strengthen how we manage the Company and, as a responsible steward of capital, we actively focus on integrating ESG considerations into our overall strategy. We view ESG risks and opportunities as critical components ~~for~~ for:

▪

achieving strategic business objectives,

▪

managing risks, and

▪

delivering attractive risk-adjusted returns over the long-term.

We strive to have a positive impact in the communities where we live, work and invest by conducting our business in accordance with the highest ethical standards, guided by our strong corporate values.

In June ~~2022,~~2023, we published our ~~third~~fourth annual ~~Corporate Responsibility~~ESG Report, titled ~~Taking Stock~~25 Years of ~~Our Impact.~~Purposeful Housing Finance Leadership. The report outlines our progress towards meeting our ESG ~~goals and commitments,~~objectives, which span four key areas: corporate governance, human capital, responsible investments and the environment. The report also includes new ESG goals and commitments, including pledges to increase the number of Board and Committee educational sessions and maintain a high employee retention rate.

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	Best Practices
	Director Independence &and Oversight⁽¹⁾			∎▪ Separate CEO and Independent Chair of the Board ▪ ∎ ~~80%~~ 92% of ~~Continuing~~ Directors are Independent ▪ ∎ Regular executive sessions of Independent Directors ▪ ∎ Key Board Committees (Audit, Management Development and Compensation and Nominating/Corporate Governance) are comprised entirely of Independent Directors ▪ ∎ Board oversees a succession plan for the CEO and other senior executives
	Board Refreshment &and Diversity⁽¹⁾			▪ ∎Board refreshment policy triggered upon earlier of 15 years of service or 73^rd birthday – ▪~~60% of Continuing Directors have tenure of less than 5 years~~ ∎ 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 –~~30%~~ 33% of ~~Continuing~~ Directors are women –~~40%~~ 42% of ~~Continuing~~ Directors are racially/ethnically diverse –~~100%~~ 80% of Committee leadership positions are held by women or racially/ethnically diverse Directors
	Director Qualifications & and Evaluation			∎▪ Annual Board, Committee and individual Director self-evaluations, with periodic use of an external facilitator ▪ ∎ Comprehensive Board succession planning process ▪ ∎ Robust over-boarding policy which limits the number of outside public company boards, other than Annaly, on which Directors can serve to three ~~other boards~~ for non-CEOs and one ~~other board~~ for sitting CEOs ▪ ∎ Multiple Audit Committee financial experts
	Stockholder Rights &and Engagement			∎▪ All Directors are elected annually ▪ ∎ Majority vote standard for uncontested elections ▪ ∎ Annual stockholder advisory vote on executive compensation ▪ ∎ Majority voting to approve amendments to the Company’s charter and bylaws ▪ ∎ Stockholders representing at least 25% of votes entitled to be cast on a matter may request a special meeting of the Company ▪ ∎ Virtual meeting format enables participation from global stockholder base ▪ ∎ Stockholders can submit questions for the Annual Meeting through an interactive pre-meeting forum and during the Annual Meeting
	Corporate Responsibility & and ESG			∎▪ Board created Corporate Responsibility ~~(“CR”)~~ Committee in 2017 ▪ ∎ ~~Annually publish~~ Publish annual ESG Reports, which include ~~new ESG goals and commitments and disclose~~ progress against ~~prior~~ ESG ~~goals~~priorities and ~~commitments~~supplemental disclosures following TCFD, SASB and GRI guidance ▪ ∎ Corporate Governance Guidelines and Board Committee charters reflect integrated ESG oversight across the Board and its Committees ▪ ∎ Sponsor seven employee-led networks ~~employee-led~~▪ ~~networks~~ ∎ Disclose workforce diversity statistics, including EEO-1 Reports ▪ ▪ ~~EEO-1~~▪ ~~Reports~~ Political Engagement and Contributions Policy codifying our longstanding practice prohibiting the use of corporate funds for any political contributions or expenditures ▪ ∎ Included in the ~~2023 Bloomberg Gender-Equality~~FTSE4Good Index for the ~~sixth~~fifth consecutive year

~~Note: For footnoted information, please refer to “Corporate Governance at Annaly” in Endnotes section.~~

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P~~ROPOSAL~~ 1

~~Election of Directors~~

ELECTION OF
DIRECTORS

At the Annual Meeting, stockholders will vote to elect ~~ten~~twelve nominees to serve as Directors, whose terms will expire at the annual meeting of stockholders in ~~2024 (“2024~~2025 (the “2025 Annual Meeting”) and when their respective successors are duly elected and qualify. The table below provides summary information about each of the Directors other than Wellington J. Denahan, who is retiring from the Board at the conclusion of her current term, which coincides with the election of Directors at the Annual Meeting. The Board wishes to express its gratitude to Ms. Denahan for her invaluable contributions to Annaly since she Directors.~~co-founded~~ ~~the Company more than 25 years ago.~~

The Board has nominated and unanimously recommends a vote FOR each of of:

▪

Francine J. Bovich

▪

David L. Finkelstein

▪

Thomas Hamilton

▪

Kathy Hopinkah Hannan

▪

Michael Haylon

▪

Martin Laguerre

▪

Manon Laroche

▪

Eric A. Reeves

▪

John H. Schaefer

▪

Glenn A. Votek ~~and~~

▪

Scott Wede

▪

Vicki Williams

as Directors, with each to hold office until the ~~2024~~2025 Annual Meeting, and until their respective successors are duly elected and qualify. Unless you specify a contrary choice, the persons named in the enclosed proxy will vote FOR each of these nominees. In the event that these nominees should become unavailable for election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a ~~substitute.~~

substitute or the Board may reduce the number of Directors elected at the Annual Meeting.

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Name and Principal Occupation					Age			Director since			Independent			Annaly Committee Membership							Other Current Public Company Boards
Name and Principal Occupation					Age			Director since			Independent		~~Name~~	Audit	~~Age~~	~~Principal Occupation~~ Corporate Responsibility	~~Independent~~	Management Development and Compensation	~~Committees~~Nominating/ Corporate Governance	Risk	Other Current Public Company Boards

Francine J. Bovich	71		Former Managing Director, Morgan Stanley Investment Management		~~Yes~~	72	~~NCG (Chair)~~ CR		2014													0

David L. Finkelstein	50		Chief Executive Officer and Chief Investment Officer, Annaly Capital Management, Inc.		No	�� 51			2020													0

Thomas Hamilton	55		Former Strategic Advisor to the Global Head of Fixed Income, Currencies and Commodities, Barclays Capital		~~Yes~~	56	~~Audit~~ ~~MDC~~ ~~Risk~~		2019													1

Kathy Hopinkah Hannan	61		Former National Managing Partner, Global Lead Partner, KPMG LLP		~~Yes~~	62			2019						~~Audit (Chair)~~ ~~MDC~~ ~~NCG~~							2

Michael Haylon*	65		Haylon Former Managing Director and Head of Conning North America, Conning, Inc.		~~Yes~~	66			2008			~~Audit~~ ~~NCG~~ ~~Risk~~										0
		Martin Laguerre Senior Advisor, Warburg Pincus			50			2023													0
~~Martin Laguerre~~	49		~~Senior Advisor~~ ~~Warburg Pincus~~		~~Yes~~		~~Audit~~ CR

~~Eric A. Reeves~~	50		Manon Laroche Former Managing Director, Head of ~~Private Capital Investments~~ ~~Duchossois Capital Management~~ Global Spread Products Securitized Sales, North America, Citigroup		~~Yes~~	54	~~CR (Chair)~~ ~~NCG~~ ~~Risk~~		2023													0
		Eric A. Reeves Founder and Chief Executive Officer Prospect Park LLC			51			2021													0
		John H. Schaefer		71		Former President and Chief Operating Officer, Morgan Stanley Global Wealth Management		~~Yes~~	72	~~Audit~~ ~~MDC~~ ~~Risk~~		2013											0

Glenn A. Votek	64(1)		Former Chief Financial Officer, Annaly Capital Management, Inc.		No	65	CR Risk		2019													0
		Scott Wede Former Global Head of Securitized Products and Municipal Finance, Barclays Capital			51			2023													0
		Vicki Williams		50		Chief Human Resources Officer, NBCUniversal		~~Yes~~	51	~~MDC (Chair)~~ ~~Audit~~		2018											0
Number of 2023 Meetings								Board – 12						6		4		8	5	5

~~“CR” refers to~~

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Independent Chair of the Board
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Committee Chair
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Committee Member
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Audit Committee Financial Expert

(1)

The Board affirmatively determined that Mr. Votek became an Independent Director effective August 2023 under all applicable criteria for independence in accordance with the ~~Corporate Responsibility Committee, “MDC” refers to~~NYSE listing standards and the ~~Management Development and Compensation Committee and “NCG” refers to the Nominating/~~Company’s Corporate Governance ~~Committee.~~

* Independent ChairGuidelines. However, we recognize that certain institutions would not yet view Mr. Votek as independent for purposes of servicing on any of our three key Committees (Audit, MDC and NCG), and therefore the ~~Board.~~

Board has determined not to appoint Mr. Votek to those Committees at this time.

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Director Nominees

	FRANCINE J. BOVICH				Independent Director since 2014
~~Francine J. Bovich~~
		COMMITTEES ▪ Management Development and Compensation ▪ Nominating/ Corporate Governance (Chair)	Ms. Bovich has over 30 years of investment management experience, most recently serving as a Managing Director of Morgan Stanley Investment Management from 1993 to 2010. Since 2011, Ms. Bovich has been a trustee of	CAREER HIGHLIGHTS The Bradley ~~Trusts. Ms. Bovich has also served as a board member of~~ Trusts ▪ Trustee (2011 to present) The BNY Mellon Family of Funds ~~since 2011,~~ ▪ Board member, including ~~currently~~ serving ~~as a~~on the board ~~member~~ of a number of registered investment companies within the fund complex. These funds represent a broad scope of investment strategies including equities, taxable fixed income, municipal bonds and cash management. From 1991 through 2005, Ms. Bovich served as the U.S. Representativecomplex (2011 to ~~the~~ present) Morgan Stanley Investment Management ▪ Managing Director (1993 to 2010) United Nations Investment Committee ~~which advised~~ ▪ U.S. Representative, advising on a global portfolio of approximately $30 ~~billion. Ms. Bovich is a member~~billion (1991 to 2005)		OTHER AFFILIATIONS ▪ Member of the Economic Club of New York ~~and an emeritus trustee~~ ▪ Emeritus Trustee of Connecticut College ~~and a member of the Investment Committee for its endowment. Ms. Bovich received a~~ EDUCATION ▪ B.A. in Economics, ~~from~~ Connecticut College ~~and a~~ ▪ M.B.A. in Finance, ~~from~~ New York University Stern School of ~~Business.~~Business

~~Director since~~ ~~2014~~ ~~Committees~~ ~~NCG (Chair), CR~~					~~Director Qualification Highlights~~ DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Ms. Bovich’s qualifications include her significant investment management experience and her experience serving as a trustee and board member.


	~~David~~

DAVID L. ~~Finkelstein~~ FINKELSTEIN			Director since 2020
	~~Mr. Finkelstein has served as~~ Chief Executive Officer ~~of the Company since March 2020 and~~& Chief Investment Officer ~~of the Company since November 2022. Mr. Finkelstein previously served as the Company’s~~	CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ Chief Executive Officer (2020 to present) ▪ Chief Investment Officer ~~from November 2016 until December 2021 and as the Company’s President from March 2020 until December 2022. Previously, Mr. Finkelstein served as the Company’s~~ (2022 to present) ▪ Chief Investment Officer, Agency and RMBS ~~beginning in February 2015 and as the Company’s~~ (2015 to 2020) ▪ Head of Agency Trading ~~beginning in August 2013. Prior~~(2013 to ~~joining the Company in 2013, Mr. Finkelstein served for four years as an Officer in the Markets Group of the~~ 2015) Federal Reserve Bank of New York ▪ Officer in the Markets Group, where he was the primary strategist and policy advisor for the MBS purchase ~~program. Mr. Finkelstein has over 25 years of experience in fixed income investment. Prior~~program (2009 to ~~the Federal Reserve Bank of New York, Mr. Finkelstein held Agency MBS trading positions at~~ 2013) Salomon Smith Barney, Citigroup Inc. and Barclays ~~PLC. Mr. Finkelstein is a member~~PLC ▪ Held Agency MBS trading positions		OTHER AFFILIATIONS ▪ Vice Chair of the Treasury Markets Practice Group sponsored by the Federal Reserve Bank of New York ~~as well as a member~~ ▪ Member of the Financial Sector Advisory Council of the Federal Reserve Bank of ~~Dallas. Mr. Finkelstein received his~~ Dallas EDUCATION ▪ B.A. in Business Administration, ~~from~~ the University of Washington ~~and his~~ ▪ M.B.A. ~~from~~, the University of Chicago, Booth School of ~~Business. Mr. Finkelstein also holds~~Business ▪ Holds the Chartered Financial Analyst® ~~designation.~~ designation

	~~Director since~~ ~~2020~~ ~~Chief Executive Officer & Chief Investment Officer~~			~~Director Qualification Highlights~~ DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Finkelstein’s qualifications include his deep expertise in fixed income investments, his experience serving as the Company’s Chief Executive Officer and Chief Investment Officer and his extensive markets and policy experience.

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	THOMAS HAMILTON			Independent Director since 2019
~~Thomas Hamilton~~
		COMMITTEES ▪ Management Development and Compensation ▪ Nominating/ Corporate Governance ▪ Risk (Chair)	CAREER HIGHLIGHTS ~~Mr. Hamilton has served as an Owner and Director of~~ Construction Forms, Inc. ~~(“Con Forms”)~~, an industrial manufacturing company ~~since 2013. From 2013 until September 2020, Mr. Hamilton also served as Con Forms’~~ ▪ Owner and Director (2013 to present) ▪ President and Chief Executive ~~Officer. Prior~~Officer (2013 to ~~his roles at Con Forms, Mr. Hamilton spent 24 years in a number of leadership positions in the financial industry. Most recently, Mr. Hamilton served as a~~ 2020) Barclays Capital (2004 to 2012) ▪ Strategic Advisor to the Global Head of Fixed Income, Currencies and Commodities ~~at Barclays Capital~~ in New ~~York. Mr. Hamilton’s prior roles at Barclays include serving as the~~ York ▪ Global Head of Securitized Product Trading and Banking ~~in which capacity he was responsible for the build out of the Barclays’s Global Securitized Product businesses, and as the~~ ▪ Head of Municipal Trading and Investment ~~Banking. Prior to Barclays, Mr. Hamilton held various Managing Director roles at Citigroup, Inc. and Salomon Brothers, Inc., where he began his career. Mr. Hamilton has served as a Director of~~ Banking		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ▪ Larimar Therapeutics, Inc. (NASDAQ: LRMR)~~, a clinical-stage biotechnology company focused on developing treatments for rare complex diseases, since May 2020 when Chondrial Therapeutics, Inc. merged with Zafgen, Inc. and~~ OTHER AFFILIATIONS ▪ Co-Founder of the ~~combined company began operating as Larimar. Prior to~~CureFA Foundation ▪ Director of the ~~merger, Mr. Hamilton had served as~~ Friedreich’s Ataxia Research Alliance ▪ Chairman of the Board of Chondrial Therapeutics, Inc.~~, a biotechnology company he started~~ (2013 to ~~cure a rare neurodegenerative disease called Friedreich’s Ataxia, since 2013. He is also a Director of the Friedreich’s Ataxia Research Alliance, along with~~ 2020) EDUCATION ~~Co-Founder~~▪ ~~of his own charitable scientific effort, the CureFA Foundation. Mr. Hamilton received a~~ B.S. in Finance, ~~from~~ the University of ~~Dayton.~~ Dayton

~~Director since~~DIRECTOR QUALIFICATION HIGHLIGHTS ~~2019~~ ~~Committees~~ ~~Audit, MDC, Risk~~				~~Director Qualification Highlights~~ The Board believes that Mr. Hamilton’s qualifications include his expertise in fixed income, mortgage-related assets, strategies and markets and significant leadership experience.


	~~Kathy Hopinkah Hannan,~~

KATHY HOPINKAH HANNAN, PhD, CPA			Independent Director since 2019
COMMITTEES ▪ Audit (Chair) ▪ Management Development and Compensation ▪ Nominating/ Corporate Governance	CAREER HIGHLIGHTS ~~Dr. Hannan is a former Global Lead Partner, National Managing Partner and Vice Chairman of~~ KPMG, ~~LLP,~~ the U.S. member firm of the global audit, tax and advisory services firm KPMG International. Dr. Hannan has over 30 years of industry experience and held numerous leadership roles during her distinguished career with KPMG. From 2015 until her 2018 retirement, Dr. Hannan served as International Limited ▪ Global Lead Partner, a Senior Advisor for KPMG’s Board Leadership Center and National Leader Total Impact Strategy ~~and, from 2009~~(2015 to ~~2015, as KPMG’s~~ 2018) ▪ National Managing Partner of Diversity and Corporate ~~Responsibility. Dr. Hannan previously served as the~~ Responsibility (2009 to 2015) ▪ Midwest Area Managing Partner, ~~for KPMG’s~~ Tax Services ~~from 2004~~(2004 to ~~2009. While at KPMG, Dr. Hannan also founded~~2009) ▪ Founder, the KPMG Women’s Advisory ~~Board. In addition to her roles at KPMG, as a Native American Indian and member of the~~ Board OTHER AFFILIATIONS ~~Ho-Chunk~~▪ Nation Tribe, Dr. Hannan served on President George W. Bush’s National Advisory Council on Indian Education. Currently, Dr. Hannan serves on the boards of directors of Otis Elevator Co. (NYSE: OTIS), Ginkgo Bioworks (NYSE: DNA) and Carpenter Technology Corporation (NYSE: CRS), is Chairman of the Board of Trustees and a member of the Executive Committee of the Smithsonian National Museum of the American Indian, is a Trustee of the Committee for Economic Development in Washington D.C. ~~and is an active~~ ▪ Active member of Women Corporate ~~Directors. From 2014 to 2020, Dr. Hannan served as~~ Directors ▪ Chairman of the Board & National President for Girl Scouts of the ~~USA. Dr. Hannan received a~~ USA (2014 to 2020) ▪ Member of the National Advisory Council on Indian Education, serving under President George W. Bush		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ▪ Otis Elevator Co. (NYSE: OTIS) ▪ Ginkgo Bioworks (NYSE: DNA) EDUCATION ▪ B.A., Loras College ▪ Ph.D. in Leadership Studies, ~~from~~ Benedictine University ~~and a B.A. from Loras College. She is also a graduate~~ ▪ Graduate of the Chicago Management Institute at the University of Chicago, Booth School of Business ~~and~~ ▪ Graduate of the Institute of Comparative Political & Economic Systems at Georgetown ~~University. In addition, Dr. Hannan has completed~~University ▪ Completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program and the NACD Master Class: Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity ~~Oversight. Dr. Hannan has also earned~~ Oversight and the NACD Directorship ~~Certification.~~Certification

		~~Director since~~DIRECTOR QUALIFICATION HIGHLIGHTS ~~2019~~ ~~Committees~~ ~~Audit (Chair), MDC,~~ ~~NCG~~		~~Director Qualification Highlights~~ The Board believes that Dr. Hannan’s qualifications include her expertise in financial, tax and accounting matters as well as her significant experience in enterprise sustainability, corporate governance and organizational effectiveness.

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	MICHAEL HAYLON			Independent Director since 2008
~~Michael Haylon~~
		Independent Chair of the Board COMMITTEES ▪ Nominating/ Corporate Governance ▪ Risk	~~Mr. Haylon has served as Managing Director and Head of Conning North America at~~ CAREER HIGHLIGHTS Conning, Inc., a global provider of investment management solutions, services and research to the insurance industry ~~since June 2018. Mr. Haylon has served as a~~ ▪ Head of Conning North America (2018 to 2023) ▪ Managing Director ~~at Conning, Inc. since January 2012 and previously served as~~ (2012 to 2023) ▪ Head of Asset Management Sales, Products and Marketing ~~from December 2014 until June 2018 and as~~ (2014 to 2018) ▪ Head of Investment Products ~~from January 2012 until December 2014. From September 2010~~(2012 to ~~December 2011, Mr. Haylon served as~~ 2014) General Re — New England Asset Management ▪ Head of Investment Product Management ~~at General Re – New England Asset Management. He was~~ (2010 to 2011) Phoenix Companies, Inc. ▪ Chief Financial Officer ~~of the Phoenix Companies, Inc. from 2004 until 2007 and~~ (2004 to 2007) ▪ Executive Vice President and Chief Investment Officer (2002 to 2003)		OTHER AFFILIATIONS ▪ Prior member of the ~~Phoenix Companies in 2002 and 2003. From 1995 until 2002, he held the position~~board of ~~Executive Vice President~~directors of ~~Phoenix Investment Partners, Ltd. (now Virtus Investment Partners, Inc.) and President of Phoenix Investment Counsel, where he was responsible for the management and oversight of $25 billion in~~ ~~closed-end~~ ~~and~~ ~~open-end~~ ~~mutual funds, corporate pension funds and insurance company portfolios. Mr. Haylon has previously served on the boards of~~ Aberdeen Asset Management ~~and Phoenix Investment Partners. Mr. Haylon received a~~ EDUCATION ▪ B.A. ~~from~~, Bowdoin College ~~and a~~ ▪ M.B.A. ~~from~~, the University of ~~Connecticut.~~ Connecticut

~~Director since~~DIRECTOR QUALIFICATION HIGHLIGHTS ~~2008~~ ~~Committees~~ ~~Audit, NCG, Risk~~ ~~Independent Chair of the Board~~				~~Director Qualification Highlights~~ The Board believes that Mr. Haylon’s qualifications include his significant leadership and management experience from his years of management and oversight of large financial asset portfolios, his prior board experience with other companies and his expertise in financial matters.

~~Martin Laguerre~~

MARTIN LAGUERRE			Independent Director since 2023
COMMITTEES ▪ Audit ▪ Corporate Responsibility	CAREER HIGHLIGHTS ~~Mr. Laguerre has served as~~Warburg Pincus, a ~~senior advisor~~global private equity firm ▪ Senior Advisor to capital solutions, financial services and business services ~~at Warburg Pincus since 2023. From 2019~~(2023 to ~~2022, Mr. Laguerre was~~ present) Caisse de dépôt et placement du Québec (“CDPQ”) ▪ Executive Vice President and Global Head of Private Equity and Managing Director of Capital Solutions ~~at Caisse de dépôt et placement du Québec (“CDPQ”), a Canadian pension fund. From 2016~~(2019 to ~~2019, Mr. Laguerre was a Senior Principal at~~ 2022) CPP Investment Board (formerly CPPIB)~~, a Canadian pension fund. From 2010~~ ▪ Senior Principal (2016 to ~~2016, Mr. Laguerre was Managing Director at~~ 2019) General Electric Power & Water ~~where he was involved in the firm’s mergers and acquisitions and integration strategy for renewable energy. Prior~~ ▪ Managing Director (2010 to ~~joining General Electric, Mr. Laguerre held various corporate roles at~~ 2016) IPG Photonics Corporation, ~~a U.S. manufacturer of fiber lasers, and at~~ DLJ, Credit Suisse and Lehman Brothers Investment Banking in New ~~York. Mr. Laguerre currently serves on the~~York ▪ Held various corporate roles		OTHER AFFILIATIONS ▪ Current board member of ~~directors~~Kestra Holdings and Competitive Power Ventures ▪ Prior board member of BGC Partners (NASDAQ: BGCP). ▪ Representing CDPQ, ~~Mr. Laguerre~~ previously served as a board member of Sagen MI Canada ~~a Canadian mortgage insurance provider.~~ ▪ Representing CPP Investment Board, ~~Mr. Laguerre~~ previously served as a board member of Cordelio Power Inc., ~~a North American renewable energy operating company,~~ Auren Energia SA (formerly Votorantim Energia), ~~a Brazilian renewable energy holding company,~~ and a joint venture in select North American onshore renewable power assets of Enbridge Inc. ~~Mr. Laguerre has been a CFA Charterholder from the CFA Institute since 2000. Mr. Laguerre holds a~~ EDUCATION ▪ Bachelor of Commerce, ~~from~~ McGill University ~~and an MBA from~~ ▪ M.B.A., the University of ~~Chicago’s~~Chicago, Booth School of ~~Business. He is a~~ Business ▪ Desautels’ Global Expert at McGill University’s Desautels Faculty of ~~Management.~~Management ▪ Holds the Chartered Financial Analyst®designation

		~~Director since~~DIRECTOR QUALIFICATION HIGHLIGHTS ~~2023~~ ~~Committees~~ ~~Audit, CR~~		~~Director Qualification Highlights~~ The Board believes that Mr. Laguerre’s qualifications include his expertise in private equity, fixed income and investment banking, his prior board experience with other companies and his expertise in financial matters.

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CORPORATE GOVERNANCE AT ANNALY

MANON LAROCHE		Independent Director since 2023
COMMITTEES ~~Eric A. Reeves~~▪ Corporate Responsibility ▪ Risk	CAREER HIGHLIGHTS Citigroup Inc., a multinational investment bank and financial services firm ▪ Managing Director, Head of Global Spread Products Securitized Sales, North America (2018 to 2023) ▪ Head of Global Securitized Markets Sales, New York (2012 to 2018) ▪ Managing Director in Global Securitized Markets Sales (2002 to 2012)	EDUCATION ▪ B.S. in Applied Math and Economics, Brown University
		DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Ms. Laroche’s qualifications include her expertise in Agency MBS, mortgages, fixed income, financing, repo, leverage and liquidity, as well as her experience working with a vast network of institutional investors.
		~~Mr. Reeves has served as~~

ERIC A. REEVES			Independent Director since 2021
COMMITTEES ▪ Corporate Responsibility (Chair) ▪ Nominating/ Corporate Governance ▪ Risk	CAREER HIGHLIGHTS Prospect Park LLC, a full-service advisory and investment banking firm ▪ Founder and Chief Executive Officer (2023 to present) Duchossois Capital Management (“DCM”) ▪ Managing Director, Head of Private Capital Investments of(2017 to 2023) The Duchossois ~~Capital Management (“DCM”), a private investment firm, since 2017. Mr. Reeves has also served as~~ Group ▪ Chief Administrative Officer (2017 to 2023) ▪ General Counsel & Secretary of The Duchossois Group, a family-owned holding company comprised of diversified operating companies and DCM, since 2007 and its Chief Administrative Officer since 2017. Mr. Reeves was formerly a law partner of (2007 to 2023) McDermott, Will & Emery ~~and a corporate attorney at~~ ▪ Law Partner Jones ~~Day. Mr. Reeves serves on~~Day ▪ Corporate Attorney		OTHER AFFILIATIONS ▪ Former member of the boards of several DCM portfolio companies and funds ~~as well as on~~ ▪ Member of the Advisory Board of Ozinga Bros. ~~His civic and philanthropic commitments include trusteeships~~ ▪ Trustee at Rush University Medical Center and the National Philanthropic ~~Trust. Mr. Reeves is a member~~Trust ▪ Member of the Henry Crown Fellows at the Aspen Institute ~~and was honored~~ ▪ Honored as a Chicago United Business Leader of ~~Color. Mr. Reeves received his~~ Color EDUCATION ▪ B.A. ~~from~~, the University of Michigan ~~and~~ ▪ J.D. ~~from~~, the Ohio State ~~University.~~ University

		~~Director since~~DIRECTOR QUALIFICATION HIGHLIGHTS ~~2021~~ ~~Committees~~ ~~CR (Chair), NCG, Risk~~		~~Director Qualification Highlights~~ The Board believes that Mr. Reeves’ qualifications include his expertise in sourcing, executing and managing private capital investments, his years of legal experience from serving as a general counsel and a law firm partner and his private company board experience.


	~~John~~

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CORPORATE GOVERNANCE AT ANNALY

JOHN H. ~~Schaefer~~ SCHAEFER			Independent Director since 2013
COMMITTEES ▪ Audit ▪ Management Development and Compensation	CAREER HIGHLIGHTS ~~Mr. Schaefer has over 40 years of~~Morgan Stanley, a multinational investment bank and financial services ~~experience including serving as a member of the management committee of Morgan Stanley from 1998 through 2005. He was~~ firm ▪ President and Chief Operating Officer of the Global Wealth Management division (2000 to 2005) ▪ Member of ~~Morgan Stanley from 2000~~the Management Committee (1998 to ~~2005. Mr. Schaefer was~~ 2005) ▪ Executive Vice President and Chief Strategic and Administrative Officer ~~of Morgan Stanley from 1998~~(1998 to ~~2000. From 1997 to 1998, he was~~ 2000) ▪ Managing Director and Head of Strategic Planning and Capital Management ~~at Morgan Stanley. Prior~~(1997 to the 1997 merger of Dean Witter, Discover and Morgan Stanley, Mr. Schaefer was Executive Vice President, Investment Banking and Head of Corporate Finance at Dean Witter, a position he had held since 1991. He began his investment banking career at E.F. Hutton & Company in 1976. Mr. Schaefer served as a board1998)		OTHER AFFILIATIONS ▪ Board member and ~~chair~~Chair of the ~~audit committee~~Audit Committee of USI Holdings Corporation ~~from 2008 through 2012. He received a~~ (2008 to 2012) EDUCATION ▪ B.B.A. in Accounting, ~~from~~ the University of Notre Dame ~~and a~~ ▪ M.B.A. ~~from the~~, Harvard ~~Graduate~~Business School ~~of Business.~~

		~~Director since~~DIRECTOR QUALIFICATION HIGHLIGHTS ~~2013~~ ~~Committees~~ ~~Audit, MDC, Risk~~		~~Director Qualification Highlights~~ The Board believes that Mr. Schaefer’s qualifications include his broad financial services management experience, including management of strategic planning, capital management, human resources, internal audit and corporate communications, as well as his board and audit committee experience.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~


	~~Glenn~~

	GLENN A. ~~Votek~~ VOTEK			Director since 2019 Independent Director since 2023
	COMMITTEES ▪ Corporate Responsibility ▪ Risk		CAREER HIGHLIGHTS Annaly Capital Management, Inc. ~~Glenn A. Votek served as~~ ▪ Senior Advisor ~~to the Company from March~~(March 2020 to August ~~2020 after serving as~~ 2020) ▪ Interim Chief Executive Officer and President ~~of the Company from November~~(November 2019 to March ~~2020. Previously, he was~~ 2020) ▪ Chief Financial Officer ~~of the Company from August~~(August 2013 to December ~~2019. Mr. Votek has over 30 years~~2019) CIT Group ▪ President of ~~experience in financial services. Prior~~Consumer Finance (2012 to ~~joining the Company in 2013, Mr. Votek was an~~ 2013) ▪ Executive Vice President and Treasurer ~~at CIT Group since 1999 and also President~~(1999 to 2013) OTHER AFFILIATIONS ▪ Board member of ~~Consumer Finance since 2012. Prior to that, he worked at AT&T and its finance subsidiary from 1986 to 1999 in various financial management roles. Mr. Votek currently serves on~~ the NACD New Jersey Chapter ▪ Former member of the Rutgers Business School Alumni Board for Learning ~~Experiences. Mr. Votek holds a~~ Experiences	EDUCATION ▪ B.S. in Finance and Economics, ~~from~~ Kean University/ the University of Arizona ~~a M.B.A~~ ▪ M.B.A. in Finance, ~~from~~ Rutgers ~~University and attended~~Business School ▪ Attended the Executive Education Program of the Colgate W. Darden Graduate School of Business Administration, at the University of ~~Virginia. In addition, Mr. Votek has completed~~Virginia ▪ Completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity ~~Oversight. Mr. Votek has also earned~~Oversight, the Diligent Institute Climate Leadership Certification, which focuses on oversight of climate risk and related business strategies, and the NACD Directorship ~~Certification.~~ Certification

~~Director since~~ ~~2019~~ ~~Committees~~ ~~CR, Risk~~		~~Director Qualification Highlights~~ DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Votek’s qualifications include his extensive knowledge of the Company’s operations and assets through his prior roles as the Company’s ~~former~~ Interim Chief Executive Officer and President and ~~former~~ Chief Financial Officer, his significant leadership experience and his financial and accounting expertise.

~~Vicki Williams~~

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CORPORATE GOVERNANCE AT ANNALY

SCOTT WEDE		Independent Director since 2023
COMMITTEES ▪ Audit ▪ Risk	CAREER HIGHLIGHTS ~~Ms. Williams has over 20 years~~Conventus Holdings Corp., a provider of ~~compensation~~business purpose loans ▪ President and ~~governance experience. Ms. Williams has served as~~ Chief Finance Officer (2022) Barclays Capital ▪ Global Head of Securitized Products and Municipal Finance (2004 to 2015)	OTHER AFFILIATIONS ▪ Member of the board of directors of MPOWER Financing (2021 to present) ▪ Member of the Advisory Board of INFLO (2020 to present) ▪ Member of the board of directors of Rapid Applications Group LLC (2016 to 2023) EDUCATION ▪ B.S. in Business Administration, Creighton University
		DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Mr. Wede’s qualifications include his expertise in Agency MBS, mortgages, securitized products, risk management and the mortgage REIT sector.

VICKI WILLIAMS			Independent Director since 2018
COMMITTEES ▪ Management Development and Compensation (Chair) ▪ Nominating/ Corporate Governance	CAREER HIGHLIGHTS NBCUniversal, a multinational media conglomerate ▪ Chief Human Resources Officer for NBCUniversal, a multinational media conglomerate, since July 2018, where she is responsible for the company’s global human resources function, including compensation, benefits, development and learning, talent acquisition, executive search, HR systems and the HR service center. Ms. Williams previously served as (2018 to present) ▪ Senior Vice President, Compensation, Benefits and HRIS ~~at NBCUniversal beginning in 2011. Prior~~(2011 to ~~joining NBCUniversal, Ms. Williams was a Partner with~~ 2018) Pay Governance LLC ~~and a Principal with~~ ▪ Partner Towers Perrin (now Willis Towers Watson)~~. Ms. Williams received a~~ ▪ Principal		EDUCATION ▪ B.S. in Education with a concentration in mathematics education, ~~and a~~ with honors, the University of Georgia ▪ M.B.A. with a concentration in finance and quantitative statistics, ~~each~~ with honors, ~~from~~ the University of ~~Georgia.~~Georgia

		~~Director since~~ ~~2018~~ ~~Committees~~ ~~MDC (Chair), Audit~~		~~Director Qualification Highlights~~ DIRECTOR QUALIFICATION HIGHLIGHTS The Board believes that Ms. Williams’ qualifications include her broad human resources, executive compensation and governance experience, including ~~serving~~ as Chief Human Resources Officer at a multinational company and as an external compensation consultant.

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CORPORATE GOVERNANCE AT ANNALY

Recent Corporate Governance & Corporate Responsibility Highlights


We are committed to continually enhancing our corporate governance and corporate responsibility ~~practices~~

~~2019~~ practices.	∎~~Increased commitment to social impact investing joint venture~~ ∎~~Separated the roles of CEO and Chair of the Board and appointed an Independent Chair of the Board~~ ∎~~Added two new Independent Directors~~	∎~~Launched Women’s Interactive Network Mentoring Circles to foster community and connect smaller cohorts of women with senior leaders~~ ∎~~Added extensive disclosure on our Corporate Responsibility and ESG efforts to our corporate website~~

~~2020~~	∎~~Completed internalization to enable stronger alignment of incentives between stockholders and executives and increased transparency and disclosure~~ ∎~~Published inaugural Corporate Responsibility Report~~ ∎~~Formed an Inclusion Support Committee of Executive Sponsors~~	∎~~Amended our Corporate Governance Guidelines to formalize the Board’s commitment to seeking out highly qualified candidates of diverse gender and race/ethnicity~~ ∎~~Refined Director “over-boarding” policy to reduce the number of outside boards on which Directors can serve~~

~~2021~~	∎~~Amended our governance documents to reflect integrated ESG oversight across the Board and its Committees~~ ∎~~Added new Independent Director~~ ∎~~Became a signatory of the CEO Action for Diversity and Inclusion~~ ∎~~Published second annual Corporate Responsibility Report~~	∎~~Disclosed workforce diversity statistics, including~~ ~~EEO-1~~ ~~Reports~~ ∎~~Finalist for the 2021 NACD Diversity, Equity and Inclusion awards~~ ∎~~Expanded to seven~~ ~~employee-led~~ ~~networks~~ ∎~~Disclosed racial/ethnic diversity of our Directors in our Board skills and experiences matrix for the first time~~

~~2022~~	∎~~Amended our bylaws to lower the threshold for stockholders to call special meetings to 25% of shares outstanding~~ ∎~~Published third annual Corporate Responsibility Report, including climate-related disclosures taking into consideration the recommendations of the TCFD~~ ∎~~Included in the FTSE4Good Index for the fourth consecutive year~~	∎~~Added minimum performance threshold to annual incentive program and increased relative performance metrics to target above median (55%)~~ ∎~~Enhanced our parental leave policy, providing extended leave for child and family care as well as access to expanded fertility benefits~~ ∎~~MSCI ESG rating upgraded to A~~

~~2023~~	∎~~Recognized in the 2022 Bloomberg Gender-Equality Index for the sixth consecutive year~~ ∎~~Added new Independent Director~~	∎~~Awarded a 2022 Bronze SHARP Award from Freddie Mac for the superior servicing portfolio performance of our mortgage servicer~~

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CORPORATE GOVERNANCE AT ANNALY

Governing Documents

~~Code of Business Conduct and Ethics~~CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which sets forth the basic principles and guidelines for resolving various legal and ethical questions that may arise in the workplace and in the conduct of business. This Code of Conduct is applicable to the Company’s Directors, executive officers and employees, and is also a “code of ethics” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of the Code of Conduct on our website.

~~Corporate Governance Guidelines~~CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines that, in conjunction with our charter, our bylaws and the charters of the Board Committees, provide the framework for governance of the Company.

~~Other Governance Policies~~OTHER GOVERNANCE POLICIES

Our Directors, executive officers and employees are also subject to our other governance policies, including a Foreign Corrupt Practices Act and Anti-Bribery Compliance Policy, an Insider Trading Policy and a Regulation FD Policy.

~~Where You Can Find the Code of Conduct, Corporate Governance Guidelines and Committee Charters~~WHERE YOU CAN FIND THE CODE OF CONDUCT, CORPORATE GOVERNANCE GUIDELINES AND COMMITTEE CHARTERS

The Code of Conduct, Corporate Governance Guidelines, Audit Committee Charter, CR Committee Charter, MDC Committee Charter, NCG Committee Charter and Risk Committee Charter are available on our website ~~(www.annaly.com)~~(www.annaly.com). We will provide copies of these documents free of charge to any stockholder who sends a written request ~~to Investor Relations, Annaly Capital Management, Inc., 1211 Avenue of the Americas, New York, NY 10036.~~to:

Investor Relations
Annaly Capital Management, Inc.
1211 Avenue of the Americas
New York, NY 10036

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BOARD COMMITTEES

The Board has five standing Committees: the Audit Committee, the CRCorporate Responsibility Committee, the ~~MDC~~Management Development and Compensation Committee, the ~~NCG~~Nominating/Corporate Governance Committee and the Risk Committee.

The table below shows the membership as of the date of this Proxy Statement of each Board Committee and the number of Committee meetings held in ~~2022.~~2023.

  Director    Audit
Committee    CR
Committee    MDC
Committee    NCG
Committee    Risk
Committee

  Francine J. Bovich

      n




  David L. Finkelstein


  Wellington J. Denahan       n



  Thomas Hamilton    n

      n

      n

  Kathy Hopinkah Hannan    E

      n

   n


  Michael Haylon*    n E

         n    n
  Martin Laguerre    n E

   n


  Eric A. Reeves

      n

   n

  John H. Schaefer    n

      n

      n

  Glenn A. Votek⁽¹⁾       n

         n

  Vicki Williams    n




  % of Independent Members:

   100%

   60%

   100%

   100%

   67%

  2022 Meetings:    6    5    8    5    5

Director

Independent

Annaly Committee Membership

Audit

Corporate
Responsibility

Management Development
and Compensation

Nominating/Corporate
Governance

Risk

Francine J. Bovich

[MISSING IMAGE: ic_committeememer-pn.gif]

[MISSING IMAGE: ic_committeechair-pn.jpg]

David L. Finkelstein

Thomas Hamilton

[MISSING IMAGE: ic_committeechair-pn.gif]

Kathy Hopinkah Hannan

[MISSING IMAGE: ic_committeememer-pn.jpg]

Michael Haylon

Martin Laguerre

Manon Laroche

Eric A. Reeves

John H. Schaefer

Glenn A. Votek(1)

Scott Wede

Vicki Williams

% of Independent Members

100%

2023 Meetings (Board – 12)

n ~~Member~~

~~Chair~~

E ~~Audit Committee Financial Expert~~

* Independent Chair of the Board

Committee Chair

Committee Member

Audit Committee Financial Expert

~~Note: For footnoted information, please refer~~(1)

The Board affirmatively determined that Mr. Votek became an Independent Director effective August 2023 under all applicable criteria for independence in accordance with the NYSE listing standards and the Company’s Corporate Governance Guidelines. While Mr. Votek also has the attributes of an “audit committee financial expert” under SEC rules based on his experience serving in a number of senior financial executive roles, including as the Company’s former CFO, we recognize that Mr. Votek does not yet qualify as an Independent Director under the director independence guidelines published by certain institutions at this time, and therefore the Board has determined not to ~~“Board Committees” in Endnotes section.~~

appoint Mr. Votek to the Audit Committee, MDC Committee or NCG Committee until he meets such guidelines.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

Committee Membership Determinations

The Board annually reviews the membership and chair of each Board Committee as part of its broader Board and Committee refreshment and succession planning. This review, which is led by the NCG Committee, takes into account, among other factors, the needs of the Committees, the experience, availability and projected tenure of Directors and the desire to balance Committee continuity with fresh insights. For additional detail, see the “Board Effectiveness, Self-Evaluations and Refreshment” section of this Proxy Statement.

~~Audit Committee~~

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BOARD COMMITTEES

	AUDIT COMMITTEE
~~Committee Members:~~		~~Key Responsibilities~~

~~Kathy Hopinkah Hannan (Chair)~~ ~~Thomas Hamilton~~ ~~Michael Haylon~~ ~~Martin Laguerre~~ ~~John H. Schaefer~~ ~~Vicki Williams~~ Number of Meetings in ~~2022:~~2023: 6
	COMMITTEE MEMBERS ◾Kathy Hopinkah Hannan, Chair Thomas Hamilton Martin Laguerre John H. Schaefer Scott Wede		KEY RESPONSIBILITIES ▪ Appoints the independent registered public accounting firm and reviews its qualifications, performance and independence ▪ ▪ ◾ Reviews the plan and results of the auditing engagement with the Chief Financial Officer and the independent registered public accounting firm ▪ ◾ Oversees internal audit activities ▪ ◾ Oversees the quality and integrity of financial statements and financial reporting process ▪ ◾ Oversees the adequacy and effectiveness of internal control over financial reporting ▪ ◾ Reviews and pre-approves the audit and permitted non-audit services and proposed fees of the independent registered public accounting firm ▪ ◾ Prepares the report of the Audit Committee required by ~~the~~SEC rules ~~of the Securities and Exchange Commission (“SEC”)~~ to be included in the proxy statement ▪ ◾ Together with the Risk Committee, jointly oversees practices and policies related to cybersecurity and receives regular reports from management throughout the year on cybersecurity and related risks


QUALIFICATIONS Each member of the Audit Committee is financially literate and independent of the Company and management under the applicable rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE listing ~~standards of the NYSE.~~standards. The Board has designated Dr. Hannan and ~~Messrs. Haylon and~~Mr. Laguerre as ~~”audit~~“audit committee financial experts” under applicable SEC rules.
			For more information on the Audit Committee’s responsibilities and activities, see the “Board Oversight of Risk” and “Report of the Audit Committee” sections of this Proxy Statement.

~~CR Committee~~

	CORPORATE RESPONSIBILITY COMMITTEE
~~Committee Members:~~		~~Key Responsibilities~~
~~Eric Reeves (Chair)~~ ~~Francine J. Bovich~~ ~~Wellington J. Denahan~~ ~~Martin Laguerre~~ ~~Glenn A. Votek~~ Number of Meetings in ~~2022:~~2023: 54
	COMMITTEE MEMBERS Eric A. Reeves, Chair Martin Laguerre Manon Laroche Glenn A. Votek		KEY RESPONSIBILITIES ◾▪ Assists the Board in its oversight of the Company’s items of corporate responsibility that reflect the Company’s values and character, including: – corporate philanthropy – responsible investments, including social impact investments – environmental and sustainability – public policy – reputation


For more information on the CR Committee’s responsibilities and activities, see the “Board Oversight of Risk” and “Environmental, Social &and Governance ~~(ESG)~~” sections of this Proxy Statement.

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~~MDC Committee~~

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BOARD COMMITTEES

	MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
~~Committee Members:~~		~~Key Responsibilities~~

~~Vicki Williams (Chair)~~ ~~Thomas Hamilton~~ ~~Kathy Hopinkah Hannan~~ ~~John H. Schaefer~~ Number of Meetings in ~~2022:~~2023: 8
	COMMITTEE MEMBERS Vicki Williams, Chair Francine J. Bovich Thomas Hamilton Kathy Hopinkah Hannan John H. Schaefer		KEY RESPONSIBILITIES ◾▪ Assists the Board in overseeing the Company’s executive compensation policies and practices ▪ ◾ Reviews and recommends to the Independent Directors ~~for~~the approval of the compensation of the CEO ▪ ◾ Reviews and approves the compensation of the named executive officers (“NEOs”), other than the CEO ▪ ◾ Reviews, approves and recommends to the Board the adoption of equity-based compensation or incentive compensation plans ▪ ◾ Assists the Board in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management, including recruiting, retention, career development, management succession, corporate culture, diversity and employment ▪ ◾ Reviews the form and amount of Director compensation ▪ ◾ Prepares the report of the Compensation Committee required by ~~the~~SEC rules ~~of the SEC~~ to be included in the proxy statement


QUALIFICATIONS Each member of the MDC Committee is independent of the Company and management under the NYSE listing standards ~~of the NYSE~~ and qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
			For more information on the MDC Committee’s responsibilities and activities, see the “Compensation of Directors,” “Compensation Discussion and Analysis,,” and “Report of the Compensation Committee” sections of this Proxy Statement.

~~NCG Committee~~

	NOMINATING/CORPORATE GOVERNANCE COMMITTEE
~~Committee Members:~~		~~Key Responsibilities~~

~~Francine J. Bovich (Chair)~~ ~~Kathy Hopinkah Hannan~~ ~~Michael Haylon~~ ~~Eric A. Reeves~~ Number of Meetings in ~~2022:~~2023: 5
	COMMITTEE MEMBERS Francine J. Bovich, Chair Kathy Hopinkah Hannan Michael Haylon Eric A. Reeves Vicki Williams		KEY RESPONSIBILITIES ◾▪ Develops and recommends criteria for considering potential Board candidates ▪ ◾ Identifies and screens individuals qualified to become Board members and recommends to the Board candidates for nomination for election or re-election to the Board ~~and~~or to fill Board vacancies ▪ ◾ Develops and recommends to the Board a set of corporate governance guidelines and recommends modifications as appropriate ▪ ◾ Provides oversight of the evaluation of the Board ▪ ◾ Considers other corporate governance matters, such as Director tenure and retirement policies and potential conflicts of interest of Board members and senior management, and recommends changes as appropriate ▪ ◾ Considers continuing education alternatives for Directors and provides oversight of management’s responsibility for providing the Board with educational sessions on matters relevant to the Company and its business


QUALIFICATIONS Each member of the NCG Committee is independent of the Company and management under the ~~applicable~~NYSE listing ~~standards of the NYSE.~~ standards.
			For more information on the NCG Committee’s responsibilities and activities, see the “Director Criteria and Qualifications,” “Consideration of Board Diversity,” “Board Effectiveness, Self-Evaluations and Refreshment,” “Director Nomination Process“,” and “Stockholder Recommendation of Director Candidates” sections of this Proxy Statement.

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BOARD COMMITTEES

~~Risk Committee~~

	RISK COMMITTEE
~~Committee Members:~~		~~Key Responsibilities~~

~~Wellington J. Denahan (Chair)~~ ~~Thomas Hamilton~~ ~~Michael Haylon~~ ~~Eric A. Reeves~~ ~~John H. Schaefer~~ ~~Glenn A. Votek~~ Number of Meetings in ~~2022:~~2023: 5
	COMMITTEE MEMBERS Thomas Hamilton, Chair Michael Haylon Manon Laroche Eric A. Reeves Glenn A. Votek Scott Wede		KEY RESPONSIBILITIES ∎▪ Assists the Board in its oversight of the Company’s: – risk governance structure – risk management and risk assessment guidelines and policies regarding capital, liquidity and funding risk, investment/market risk, credit risk, counterparty risk, operational risk, compliance, regulatory and legal risk and such other risks as necessary to fulfill the Committee’s duties and responsibilities – risk appetite, including risk appetite levels and capital adequacy and limits ▪ ∎ Together with the Audit Committee, jointly oversees practices and policies related to cybersecurity and receives regular reports from management throughout the year on cybersecurity and related risks


For more information on the Risk Committee’s responsibilities and activities, see the “Board Oversight of Risk“” section of this Proxy Statement.

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BOARD STRUCTURE AND PROCESSES

~~Over the last few years, the~~ Board ~~has~~Structure and Processes

The Board is continually focused on enhancing its structure, composition and ~~effectiveness. Recent enhancements, including separating the roles of the Chair of the Board and CEO, have been informed by~~effectiveness in response to the Board’s annual self-evaluation and succession planning processes, its review of evolving best practices and feedback from the Company’s stockholder engagement ~~process.~~efforts.

Board Leadership Structure

Starting in 2019, the Board has separated the roles of Chair of the Board and CEO. While the Board believes that whether to have the same person occupy the offices of Chair of the Board and CEO should be decided by the Board from time to time in its business judgment, the Board has determined that having strong independent Board leadership in the form of an Independent Chair is in the best interests of the Company at this time. In addition to the Chair, the Board may elect a Vice Chair from among its members to assist the Chair. Currently, Mr. Haylon serves as Independent Chair of the Board and Ms. Denahan serves as Vice Chair.

The separation of the CEO and Chair roles allows the CEO to focus on our overall business and strategy, while allowing the Chair to focus their attention on governance of the Board and oversight of management. The Vice Chair supports the Chair in carrying out certain of their responsibilities. The Board believes that its independent oversight function is further enhanced by its policy to hold regular executive sessions of the Independent Directors without management present and the fact that a majority of our Directors (and every member of the Audit Committee, MDC Committee and NCG Committee) is independent.

DAVID L. FINKELSTEIN

Chief Executive Officer and
Chief Investment Officer

MICHAEL HAYLON

Independent Chair of the Board

	Since 2019, the Board has separated the roles of CEO and Chair of the Board. While the Board believes that whether to have the same person occupy the offices of CEO and Chair of the Board should be decided by the Board from time to time in its business judgment, the Board has determined that having strong independent Board leadership in the form of an Independent Chair is in the best interests of the Company at this time. Currently, Mr. Haylon serves as Independent Chair of the Board. The separation of the CEO and Chair roles allows the CEO to focus on our overall business and strategy, while allowing the Chair to focus their attention on governance of the Board and oversight of management. The Board believes that its independent oversight function is further enhanced by its policy to hold regular executive sessions of the Independent Directors without management present and the fact that a majority of our Directors (and every member of the Audit Committee, MDC Committee and NCG Committee) is independent. In addition, the Board believes its approach to risk management ensures that the Board can choose many leadership structures while continuing to effectively oversee risk management.			The Independent Chair of the Board
				▪ ◾ Presides at meetings and executive sessions of the Board ▪ ◾ Serves as a liaison between the CEO and the Independent Directors ▪ ◾ Presides over ~~Annual Meetings~~annual meetings of ~~Stockholders~~stockholders ▪ ◾ Together with the Board, ~~and Vice Chair,~~ serves as an advisor to the CEO ▪ ◾ Participates, together with the MDC Committee, in the performance evaluation of the CEO ▪ ◾ Provides input into the selection of Committee chairs ▪ ◾ Approves Board meeting agendas and schedules ▪ ◾ Advises the CEO on the Board’s informational needs ▪ ◾ Has authority to call and chair meetings and executive sessions of the Board ▪ ◾ Authorizes the retention of advisors and consultants who report to the Board ▪ ◾ Together with the NCG Committee Chair, leads the Board’s annual performance evaluation ▪ ◾ If requested by stockholders, ensures that they are available when appropriate for consultation and direct communication with major stockholders

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Independence of Directors

Annaly’s Corporate Governance Guidelines and NYSE rules require that at least a majority of Board members are Independent Directors. The Board has adopted the definition of “independent director” set forth in Section 303A of the NYSE rules and has affirmatively determined that each Director (other than Ms. Denahan and Messrs. Finkelstein and Votek) has no material relationships with the Company other than as a Director (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is therefore independent under all applicable criteria for independence in accordance with the standards set forth in the NYSE rules and our Corporate Governance Guidelines.

NYSE listing standards and our Corporate Governance Guidelines require that at least a majority of Board members are Independent Directors. The Board has adopted the definition of “independent director” set forth in Section 303A of the NYSE listing standards and has affirmatively determined that each Director (other than Mr. Finkelstein) has no material relationships with the Company other than as a Director (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is therefore independent under all applicable criteria for independence in accordance with the standards set forth in the NYSE listing standards and our Corporate Governance Guidelines. However, we recognize that certain institutions would not yet view Mr. Votek as independent for purposes of serving on any of our three key Committees (Audit, MDC and NCG), and therefore the Board has determined not to appoint Mr. Votek to those Committees at this time.

[MISSING IMAGE: pc_independenceofdirect-pn.jpg]

Executive Sessions of Independent Directors

Our Corporate Governance Guidelines require that the Board ~~have~~has regularly scheduled executive sessions of Independent Directors each year. These executive sessions, which are designed to promote unfettered discussions among the Independent Directors, are presided over by the Independent Chair of the Board. During ~~2022,~~2023, the Independent Directors, without the participation of Board members who are members of management, held ~~ten~~11 executive sessions.

Board Oversight of Risk

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~~FULL BOARD~~

~~Risk management begins~~The Board has overall responsibility for technology-related oversight and strategy, which includes regular updates on our overall technology strategy, potential technology disruption and emerging technology and innovation trends, along with ~~the Board, through~~ review ~~and oversight~~ of the Company’s ~~risk management framework,~~approach to major technology spending and ~~continues with executive management, through ongoing formulation of risk management practices~~innovations. In addition, the Board receives updates from the Audit Committee and ~~related execution. The Board exercises its oversight of risk primarily through its~~ Risk Committee, ~~and Audit Committee with support from the other Board Committees. At least annually, the full Board reviews with management the Company’s risk management program,~~ which ~~identifies and quantifies a broad spectrum~~have joint oversight of ~~enterprise-wide risks, including~~ cyber and technology-related risks. The Audit Committee has specific oversight of cyber and technology risks related to financial reporting and the Risk Committee has specific oversight of cyber and technology risks related ~~action plans~~

to operations. The Committees receive joint and individual presentations from management and external experts on the foregoing topics and held two joint meetings in 2023.

Dr. Hannan and Mr. Votek

completed the Carnegie Mellon/ NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight in 2021. In 2023, Dr. Hannon completed the NACD Master Class: Cyber-Risk Oversight Program.

~~Audit Committee~~

~~Risk Committee~~

Assists the Board in its oversight of the quality and integrity of the Company’s accounting, internal controls and financial reporting practices, including appointing the independent auditor and reviewing its qualifications, performance and independence, and compliance with legal and regulatory requirements

Assists the Board in its oversight of the Company’s risk governance structure, risk management and risk assessment guidelines and policies, and risk appetite, including risk appetite levels and capital adequacy and limits

~~MDC Committee~~

~~CR Committee~~

~~NCG Committee~~

~~Assists the Board in its oversight of risk related to the Company’s compensation policies and practices and human capital management matters, including succession planning~~

~~Assists the Board in its oversight of any matters that may present reputational or ESG risk to the Company~~

~~Assists the Board in its oversight of the Company’s corporate governance framework, selection of Director candidates and the annual self-evaluation of the Board~~

~~MANAGEMENT~~

Responsible for day-to-day risk assessment and risk management. A series of management committees have decision-making responsibilities for risk assessment and risk management activities. These management committees include the Operating Committee, Enterprise Risk Committee, the Asset/Liability Committee and the Financial Reporting and Disclosure Committee

The Board has overall responsibility for technology-related oversight and strategy, which includes regular updates on our overall technology strategy, potential technology disruption and emerging technology and innovation trends, along with review of the Company’s approach to major technology spend and innovations. In addition, the Board receives updates from the Audit Committee and Risk Committee, which have joint oversight of cyber and technology-related risks. The Audit Committee has specific oversight of cyber and technology risks related to financial reporting and the Risk Committee has specific oversight of cyber and technology risks related to operations. The Committees receive joint and individual presentations from management and external experts on the foregoing topics and held two joint meetings in 2022. In 2021, Dr. Hannan and Mr. Votek completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight. In 2023, Dr. Hannan completed the NACD Master Class: Cyber-Risk Oversight Program.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

The Board exercises its oversight of ESG risk primarily through the CR Committee with support from the other Board Committees, as more fully described in the “Environmental, Social and Governance~~(“ESG”)~~” section of this Proxy Statement. In addition to the risk oversight processes outlined above, the Board annually reviews its risk assessment of the Company’s compensation policies and practices applicable to the Company’s annual cash incentive and equity incentive plans. For additional information on this review, please see the “Risks Related to Compensation Policies and Practices” section of this Proxy Statement.

CEO Performance Reviews and Management Succession Planning

The Independent Chair of the Board and the ~~Chair of the~~ MDC Committee Chair jointly coordinate and lead the Board’s annual performance evaluation of the CEO, which reflects input from all Non-Employee Directors. The Board, led by the MDC Committee, oversees and maintains a succession plan for the CEO and other senior executives. Executive succession and talent development are a regular agenda item for the Board and, at least once per year, the Board has a fulsome discussion of talent at each business and functional leadership level across the Company. In carrying out this function, the Board endeavors to ensure that the Company’s management has the capabilities to cause the Company to operate in an efficient and business-like fashion in the event of a vacancy in senior management, whether anticipated or sudden.

Board Effectiveness, Self-Evaluations and Refreshment

Our comprehensive Board and Committee refreshment and succession planning process is designed to ensure that the Board and each Committee is comprised of highly qualified Directors, with the independence, diversity, skills and perspectives to provide strong and effective oversight. The Board, led by the NCG Committee, annually evaluates the composition of the Board and each Committee and rigorously evaluates individual Directors to ensure a continued match of their skill sets and tenure against the needs of the Company. ~~In 2022,~~Following the election of Martin Laguerre as a new Independent Director in March 2023 and the retirement of the Company’s co-founder Wellington J. Denahan from the Board in May 2023, the NCG Committee ~~initiated~~determined to initiate a targeted Board search process to identify and ~~vet potential~~elect Director ~~candidates. Martin Laguerre~~candidates with specific expertise in mortgages and Agency MBS. Manon Laroche was identified as a potential Director nominee by a member of ~~management. He~~management and Scott Wede was identified as a potential Director nominee by a member of the Board. Both Ms. Laroche and Mr. Wede were considered as part of an extensive and careful search, which involved numerous other candidates proposed by Directors, members of management and external advisors. As a result of this process, the Board elected Ms. Laroche and Mr. ~~Laguerre~~Wede as a new Independent ~~Director~~Directors effective ~~March 13,~~October 1, 2023.

The NCG Committee is also responsible for overseeing an annual self-evaluation process for the Board. The self-evaluation process seeks to identify specific areas, if any, that need improvement or strengthening in order to increase the effectiveness of the Board as a whole and its members and ~~committees.~~Committees.

~~Annual Self-Evaluation Process~~

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ANNUAL SELF-EVALUATION PROCESS

Focus areas of the 2022 self-evaluation included Board and Committee leadership structure, dynamics, priorities, skills, processes and fulfillment of responsibilities. Based in part on the results of the 2022 self-evaluation process, the Board’s practices evolved in a number of ways during 2022, including:

[MISSING IMAGE: fc_annualselffinal-pn.jpg]

◾

~~Determined that~~Focus areas of the 2023 self-evaluation, which was conducted by way of individual Director interviews facilitated by a third-party governance expert, included Board and Committee leadership structure, dynamics, priorities, skills, processes and fulfillment of responsibilities. Based in part on the results of the 2023 self-evaluation ~~will utilize an~~ process, the Board’s practices evolved in a number of ways during 2023, including:

~~in-person~~ ~~format~~Decisions Made in Response to 2023 Self-Evaluations

◾

▪

Determination to identify additional Directors with mortgage and Agency MBS expertise

▪

Increased focus on a formalized Board ~~search~~Chair succession planning process to identify and vet potential ~~Director~~Board Chair candidates

▪

Identified additional priority topics for Board’s 2024 agenda

◾

~~Refreshed membership of certain Committees to enhance overall mix of perspectives~~

Director Criteria and Qualifications

The NCG Committee seeks to achieve a balance of knowledge, experience and capability on the Board and considers a wide range of factors when assessing potential Director nominees, including a ~~candidate’s background, skills, expertise, diversity, accessibility~~candidate’s:

▪

Background,

▪

Skills,

▪

Expertise,

▪

Diversity,

▪

Accessibility, and ~~availability~~

▪

Availability to serve effectively on the Board.

All candidates should (i) possess the highest personal and professional ethics, integrity and values, exercise good business judgment and be committed to representing the long-term interests of the Company ~~and our stockholders~~ and (ii) have an inquisitive and objective perspective, practical wisdom and mature judgment. It is expected that all Directors will have an understanding of our business and be willing to devote sufficient time and effort to carrying out their duties and responsibilities effectively.

ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT | 29

~~ANNALY CAPITAL MANAGEMENT~~ çNominations~~2023 PROXY STATEMENT~~.”

Communications with the Board

Stockholders and other persons interested in communicating with an individual Director (including the Independent Chair of the Board), the Independent Directors as a group, any Committee of the Board or the Board as a whole, may do so by submitting such communication to:

~~Annaly Capital Management, Inc.~~

Annaly Capital Management, Inc.
[Addressee]
1211 Avenue of the Americas
New York, NY 10036

Phone
1-888-8 ANNALY

Facsimile
(212) 696-9809

Email
investor@annaly.com

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~~1-888-8~~BOARD STRUCTURE AND PROCESSES ~~ANNALY~~

~~Facsimile: (212)~~ ~~696-9809~~

~~Email: investor@annaly.com~~

The Legal Department reviews all communications to the Directors and forwards those communications related to the duties and responsibilities of the Board to the appropriate parties. Certain items such as business solicitation or advertisements, product-related inquiries, junk mail or mass mailings, resumes or other job-related inquiries, spam and unduly hostile, threatening, potentially illegal or similarly unsuitable communications will not be forwarded.

Director Attendance

~~During 2022,~~

In 2023, the Board held 1112 meetings. All Directors attended at least 75% of the aggregate number of meetings of the full Board and the Committees on which they served, during the period in which they served, in ~~2022.~~2023.

The Company encourages each member of the Board to attend the Annual Meeting. All of our then-Directors attended the ~~2022~~2023 Annual Meeting of Stockholders (the ~~“2022~~“2023 Annual Meeting”).

Board Commitment and Over-Boarding Policy

In response to revised policies and commentary from leading institutional investors and the considerable time commitment and responsibilities associated with Board and Committee service, in 2020 the Board refined its

The Company’s enhanced Director “over-boarding” policy provides that:

▪

Directors should not serve on more than three other public company boards in addition to ~~provide that:~~the Company’s Board;

▪

Directors who also serve as CEOs or hold equivalent positions at other companies should not serve on more than one other public company board in addition to the Company’s Board; and

▪

A member of the Audit Committee should not serve on the audit committee of more than two other public companies.

◾

~~Directors should not serve on more than three other public company boards in addition to the Company’s Board;~~

◾

~~Directors who also serve as CEOs or hold equivalent positions at other companies should not serve on more than one other public company board in addition to the Company’s Board; and~~

◾

~~A member of the Audit Committee should not serve on the audit committee of more than two other public companies.~~

The Company’s “over-boarding” policy limits the number of outside boards on which our Directors can ~~serve~~

serve.

Director Orientation and Continuing Education

The Board believes that Director orientation and continuing education is critical to each Director’s ability to fulfill their responsibilities in a dynamic and constantly evolving business environment. New Directors participate in a robust onboarding process, which includes extensive training materials and personal briefings by senior management on the Company’s strategic plans, financial statements and key policies and practices. In addition, we encourage Directors to participate in external continuing Director education programs, and we provide reimbursement for related expenses. Continuing Director education is also provided during Board meetings and as stand-alone information sessions outside of meetings. In line with our commitment to continuing Board education, the Board is a Full Board Member of the NACD, which gives Directors access to an extensive menu of Board education programs, along with research on governance trends and Board practices.

Certain Relationships and Related Party Transactions

~~Approval of Related Party Transactions~~APPROVAL OF RELATED PARTY TRANSACTIONS

The Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). The Board has adopted a written policy on transactions with related persons in conformity with NYSE listing standards.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

Under this policy, any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved in advance by the Audit Committee or any other standing or ad hoc committee of the Board composed solely of Independent Directors who are disinterested or by the disinterested and Independent members of the full Board.

In connection with the review and approval of a related person transaction, management must:

◾

disclose the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

◾

advise as to whether the related person transaction complies with the terms of agreements governing the Company’s material outstanding indebtedness that limit or restrict the Company’s ability to enter into a related person transaction;

◾

advise as to whether the related person transaction will be required to be disclosed in the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (together with the Securities Act, the “Acts”), and related rules and, to the extent such transaction is required to be disclosed, ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and

◾

~~advise as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.~~

▪

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▪

advise as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

In addition, the related person transaction policy provides that a committee or disinterested Directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee Director or Director nominee, should consider whether such transaction would compromise the Director or Director nominee’s status as an “independent” or ~~“non-employee”~~“non-employee” Director, as applicable, under the rules and regulations of the SEC, the Acts, the NYSE listing standards and the Code of Conduct.

Compensation of Directors

We compensate the Non-Employee Directors. Any Director who is also an executive officer or employee does not receive compensation for serving on the Board. The MDC Committee is responsible for reviewing, and recommending to the Board, the form and amount of compensation paid to the Non-Employee Directors.

The annual compensation elements paid to the Non-Employee Directors for service on the Board and its standing committees for ~~2022~~2023 are set forth below:

	2023 Annual Non-Employee Director Fees
~~Annual Compensation Element~~

	Additional Cash Retainers for Board Service		Amount ($)

~~Annual Cash Retainer~~		~~$100,000~~

~~Deferred Stock Unit (“DSU”) Grant~~		~~$155,000 in DSUs~~

Independent Board Chair ~~Retainer~~		$		115,000

Vice Chair ~~Retainer~~		$		10,000

Committee Member ~~Retainer~~(all Board committees)				10,000
	Committee Chairs(1):						~~$10,000 – all Board committees~~
	▪ Audit				25,000
~~Committee Chair Retainer~~⁽¹⁾		~~$25,000 – Audit Committee~~▪ ~~$20,000 –~~ MDC Committee				20,000
	▪ ~~$15,000 – all~~ All other Board committees				15,000

1.	~~Committee Chairs receive Committee Chair Retainers in addition to, and not in lieu of, Committee Member Retainers.~~

(1)

Committee Chairs receive Committee Chair Retainers in addition to, and not in lieu of, Committee Member Retainers.

Each DSU is equivalent in value to one share of our common stock. DSUs are granted on the date of the annual stockholder meeting and ~~vest immediately.~~are fully vested as of the date of grant. DSUs settle in shares of common stock within 30 days following the first to occur of (i) the first anniversary of the grant date or (ii) the Director’s separation from service, and convert to shares of our common stock ~~one year after~~on the settlement date ~~of grant~~ unless the Director elects to defer the settlement of the DSUs to a later date. DSUs do not have voting rights. DSUs pay dividend equivalents in either cash or additional DSUs at the election of the Director. Directors are also eligible to receive other stock-based awards under our 2020 Equity Incentive Plan, which includes ~~certain limits~~a limit on ~~awards~~the maximum total compensation payable to any Non-Employee Director.~~Non-Employee~~ ~~Directors.~~

We reimburse the Directors for their reasonable out-of-pocket travel expenses incurred in connection with their attendance at full Board and Committee meetings.

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DIRECTOR STOCK OWNERSHIP GUIDELINE

~~Director Stock Ownership Guidelines~~

The stock ownership ~~guidelines~~guideline for Non-Employee Directors ~~provides~~provide that each Non-Employee Director should strive to own an amount of our common stock equal to five times the annual cash retainer. Shares counting toward the guideline include shares that are owned outright, DSUs and any other shares held in deferral accounts. To facilitate achievement of the guideline, the Board has adopted and implemented a “retention ratio” that requires Non-Employee Directors to retain and hold 50% of the net profit shares from DSUs until the specified ownership level is achieved. As of the date of this Proxy Statement, all of the Non-Employee Directors had met or were on their way to meeting ~~their~~the stock ownership guideline.

The stock ownership guideline for Non-Employee Directors is 5xfive times the annual cash ~~retainer~~

retainer.

ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT~~Role of the Independent Compensation Consultant~~

During ~~2022,~~2023, the MDC Committee retained an independent compensation consultant, Frederic W. Cook & Co. (“F. W. Cook”), to assist the MDC Committee in its review of the compensation provided to the Non-Employee Directors. F. W. Cook provides market research and analyses on Director compensation programs and proposals, including reviews of competitive market trends and design practices and relevant peer and market benchmarking. The MDC Committee considered F. W. Cook’s independence in light of SEC regulations and NYSE listing standards. The MDC Committee discussed all relevant factors and concluded that no conflict of interest exists that would prevent F. W. Cook from independently representing the MDC Committee.

~~Director Compensation~~DIRECTOR COMPENSATION

The table below summarizes the compensation paid by the Company to the Non-Employee Directors for the fiscal year ended December 31, ~~2022.~~2023.

Name⁽¹⁾
Fees Earned or
Paid in Cash
($)⁽²⁾

Stock Awards⁽³⁾
($)

All Other
Compensation
($)

Total
($)

Francine J. Bovich
   135,000    155,000    — 290,000
Wellington J. Denahan
   145,000    155,000    24,240 ⁽⁴⁾ 324,240
Katie Beirne Fallon⁽⁵⁾
   101,250    155,000    — 256,250
Thomas Hamilton
   130,000    155,000    — 285,000
Kathy Hopinkah Hannan
   155,000    155,000    — 310,000
Michael Haylon
   240,000    155,000    — 395,000
Eric A. Reeves
   135,000    155,000    — 290,000
John H. Schaefer
   130,000    155,000    — 285,000
Glenn A. Votek
   120,000    155,000    24,240 ⁽⁴⁾ 299,240
Vicki Williams
   140,000    155,000    — 295,000

1.	~~Mr. Laguerre was elected to the Board effective March 13, 2023 and did not receive any compensation for the fiscal year ended December 31, 2022.~~

2.	~~Fees earned or paid in cash may be prorated for partial year Board and/or Committee service.~~

The amounts in this column represent the aggregate grant date fair value of the DSU awards, computed in accordance with FASB ASC Topic 718 and based on the closing price of the Company’s common stock on the date of grant. DSUs are vested at grant and accrue dividend equivalents as additional DSUs or cash at the election of the Director.

4.	~~Represents the aggregate incremental cost to the Company for a Bloomberg terminal for the Director.~~

5.	~~Ms. Fallon served on the Board through July 14, 2022.~~

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		All Other Compensation ($)		Total ($)
Francine J. Bovich		140,000		155,000		0		295,000
Wellington J. Denahan(3)		72,500		0		10,043(4)		82,543
Thomas Hamilton		141,250		155,000		0		296,250
Kathy Hopinkah Hannan		155,000		155,000		0		310,000
Michael Haylon		242,500		155,000		0		397,500
Martin Laguerre		120,000		155,000		0		275,000
Manon Laroche		30,000		155,000		0		185,000
Eric A. Reeves		145,000		155,000		0		300,000
John H. Schaefer		127,500		155,000		0		282,500
Glenn A. Votek		120,000		155,000		10,043(4)		296,626
Scott Wede		30,000		155,000		0		185,000
Vicki Williams		140,000		155,000		0		295,000

(1)

Fees earned or paid in cash may be prorated for partial year Board and/or Committee service.

(2)

The amounts in this column represent the aggregate grant date fair value of the DSU awards, which were granted to our Non-Employee Directors on May 17, 2023, are computed in accordance with FASB ASC Topic 718 and based on the closing price of the Company’s common stock on the date of grant. DSUs are vested at grant and accrue dividend equivalents as additional DSUs or cash at the election of the Director.

(3)

Ms. Denahan retired from the Board effective May 17, 2023.

(4)

Represents the aggregate incremental cost to the Company for a Bloomberg terminal for the Director through May 17, 2023.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the Company’s executive officers:

Name		Age		Title
~~Name~~	~~Age~~			~~Title~~

David L. Finkelstein		51	50		Chief Executive Officer and Chief Investment Officer

Serena Wolfe		44	43		Chief Financial Officer

Steven F. Campbell		52	51		President and Chief Operating Officer

Anthony C. Green		49	48		Chief Corporate Officer, Chief Legal Officer and Secretary

Biographical information on Mr. Finkelstein is provided above under the heading “Election of Directors.” ~~Certain biographical information for Ms. Wolfe and Messrs. Campbell and Green is set forth below.~~

~~Serena Wolfe~~ has served as Chief Financial Officer of the Company since December 2019. Prior to joining the Company in 2019, Ms. Wolfe served as a Partner at Ernst & Young LLP (“EY”) since 2011 and as its Central Region Real Estate Hospitality & Construction (“RHC”) leader from 2017 to November 2019, managing the ~~go-to-market~~ efforts and client relationships across the sector. Ms. Wolfe was previously also EY’s Global RHC Assurance Leader. Ms. Wolfe practiced with EY for over 20 years, including six years with EY Australia and 16 years with the U.S. practice. Ms. Wolfe currently serves on the boards of Berkshire Grey, Inc. and Doma Holdings, Inc. Ms. Wolfe graduated from the University of Queensland with a Bachelor of Commerce in Accounting. Ms. Wolfe is a Certified Public Accountant in the states of New York, California, Illinois and Pennsylvania.

~~Steven F. Campbell~~ has served as Chief Operating Officer of the Company since June 2020 and President of the Company since December 2022. Prior to these positions, Mr. Campbell served in a number of other senior roles at the Company, including as Head of Business Operations from September 2019 to June 2020, Head of Credit Operations and Enterprise Risk from February 2018 to September 2019, Chief Operating Officer of Annaly Commercial Real Estate Group from December 2016 to February 2018 and Head of Credit Strategy from April 2015 to February 2018. Mr. Campbell has over 25 years of experience in financial services. Prior to joining the Company in 2015, Mr. Campbell held various roles over six years at Fortress Investment Group LLC, including serving as a Managing Director in the Credit Funds business. Prior to that, Mr. Campbell held positions at General Electric Capital Corporation and D.B. Zwirn & Co., L.P. with a focus on credit and debt restructuring. Mr. Campbell currently serves on the Advisory Board for the Fitzgerald Institute of Real Estate at the University of Notre Dame. Mr. Campbell received a B.B.A. from the University of Notre Dame and a M.B.A. from the University of Chicago, Booth School of Business.

~~Anthony C. Green~~

	SERENA WOLFE
				CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ Chief Financial Officer (December 2019 to present) Ernst & Young LLP (“EY”) ▪ Partner and Central Region Real Estate Hospitality & Construction (“RHC”) Leader, managing the go-to-market efforts and client relationships across the sector (2017 to 2019) ▪ Global RHC Assurance Leader (2017 to 2019) ▪ Partner (2011 to 2017) ▪ Practiced with EY for over 20 years, including six years with EY Australia and 16 years with the U.S. practice			OTHER PUBLIC COMPANY BOARD SERVICE ▪ Lennar Corporation (NYSE: LEN) ▪ Doma Holdings, Inc. (NYSE: DOMA) EDUCATION ▪ Bachelor of Commerce in Accounting, the University of Queensland ▪ Certified Public Accountant in the states of New York and California

	STEVEN F. CAMPBELL
				CAREER HIGHLIGHTS Annaly Capital Management, Inc. ▪ President (December 2020 to present) ▪ Chief Operating Officer (June 2020 to present) ▪ Head of Business Operations (2019 to June 2020) ▪ Head of Credit Operations and Enterprise Risk (2018 to 2019) ▪ Chief Operating Officer of Annaly Commercial Real Estate Group (2016 to 2018) ▪ Head of Credit Strategy (2015 to 2018) Fortress Investment Group LLC ▪ Held various roles over six years, including serving as Managing Director in the Credit Funds business			OTHER AFFILIATIONS ▪ Member of the Advisory Board for the Fitzgerald Institute of Real Estate at the University of Notre Dame EDUCATION ▪ B.B.A., the University of Notre Dame ▪ M.B.A., the University of Chicago, Booth School of Business

	ANTHONY C. GREEN
				CAREER HIGHLIGHTS. Annaly Capital Management, Inc. ▪ Chief Corporate Officer, Chief Legal Officer and Secretary (January 2019 to present) ▪ Chief Legal Officer and Secretary (2017 to 2019) ▪ Deputy General Counsel (2009 to 2017) K&L Gates ▪ Law Partner in the Corporate, Securities, Mergers & Acquisitions Group			EDUCATION ▪ B.A. in Economics and Political Science, the University of Pennsylvania ▪ J.D. and LL.M. in International and Comparative Law, Cornell Law School

has served as Chief Corporate Officer of the Company since January 2019 and as Chief Legal Officer and Secretary of the Company since March 2017. Mr. Green previously served as the Company’s Deputy General Counsel from 2009 until February 2017. Prior to joining the Company, Mr. Green was a partner in the Corporate, Securities, Mergers & Acquisitions Group at the law firm K&L Gates LLP. Mr. Green has over 20 years of experience in corporate and securities law. Mr. Green holds a B.A. in Economics and Political Science from the University of Pennsylvania and a J.D. and LL.M. in International and Comparative Law from Cornell Law School.

34 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the key features of our executive compensation program and the MDC Committee’s approach in deciding compensation for our NEOs for their performance in ~~2022:~~2023, and is divided into four topics: (1) Executive Summary, (2) How Executive Compensation Decisions are Made, (3) Executive Compensation Design and Award Decisions for 2023 and (4) Executive Compensation Policies.

CONTENTS

	2023 Annual Incentives — Cash and Equity Awards					43
	2023 Annual Incentives — Corporate/Organizational Performance					44
	2023 Annual Incentives — Individual Performance					46
	2023 Annual Incentives — Absolute Tangible Economic Return Modifier					48
	Payout of PSUs Granted in 2021					51
	Dividend Equivalents on RSUs and PSUs					52
	Other Compensation					52
	Severance Arrangements					52
	4. EXECUTIVE COMPENSATION POLICIES					52
	Stock Ownership Guidelines					52
	Clawback Policies					52
	Prohibition on Hedging Company Securities					53
	Prohibition on Pledging Company Securities					53
	Risks Related to Compensation Policies and Practices					53
	REPORT OF THE COMPENSATION COMMITTEE					53

[MISSING IMAGE: ph_stevencampbell-4c.jpg]

DAVID L. ~~Finkelstein~~

FINKELSTEIN

SERENA WOLFE

STEVEN F. CAMPBELL

ANTHONY C. GREEN

▪

Chief Executive Officer

▪

Chief Investment Officer ~~(since November 2022)~~

~~Serena Wolfe~~

▪

Chief Financial Officer

~~Steven F. Campbell~~

▪

President ~~(since December 2022)~~

▪

Chief Operating Officer

~~Anthony C. Green~~

▪

Chief Corporate Officer, Chief Legal Officer and Secretary

~~Ilker Ertas~~⁽¹⁾

~~Former Chief Investment Officer (until November 2022)~~

~~Timothy P. Coffey~~⁽¹⁾

~~Former Chief Credit Officer (until February 2022)~~

1.	~~Messrs. Ertas and Coffey were involuntarily terminated by the Company without cause effective November 2022 and February 2022, respectively.~~

~~This discussion is divided into four topics:~~

ANNALY CAPITAL MANAGEMENT~~(1) Executive Summary~~ 2024 PROXY STATEMENT , | 35

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

~~(2)~~1. ~~How Executive Compensation Decisions are Made~~, ~~(3)~~ ~~Executive Compensation Design and Award Decisions for 2022~~ ~~and~~ ~~(4)~~ ~~Executive Compensation Policies~~. This Compensation Discussion and Analysis primarily focuses on compensation decisions in respect of our current active NEOs. For a discussion of the compensation, including severance amounts, paid to our former Chief Investment Officer Mr. Ertas and former Chief Credit Officer Mr. Coffey, please refer to the section titled “~~Compensation Paid to Former Executive Officers” below.~~

Executive Summary

~~Introduction~~INTRODUCTION

~~2022 marked~~Our employees are our greatest asset and we are committed to attracting, incentivizing and retaining an exceptional workforce. This commitment is evident in the second full year that the Company was internally-managed. For a number of years prior to July 2020, the Company had been externally-managed by Annaly Management Company LLC (the “Former Manager”). As an externally-managed REIT, the Company had paid the Former Manager a monthly cash management feedesign and the Former Manager (rather than the Company) had employed and compensated our management team (including the NEOs). During this time, the Compensation Committee of the Board had oversight of the management fees paid by the Company to the Former Manager, but the Compensation Committee (now known as the MDC Committee) did not have oversight, direction or guidance in respect of the compensation paid by the Former Manager to the NEOs.

~~Effective July 1, 2020, the Company transitioned from an externally-managed REIT to an internally-managed REIT (the “Internalization”) and the MDC Committee assumed responsibility~~evolution of our executive compensation program, ~~and broad oversight of our human capital management. As described further below, the MDC Committee is committed to institutionalizing a market competitive executive compensation program that~~which we believe incentivizes strong performance, drives alignment with stockholders and ~~reflects~~incorporates best practices, market insights and robust corporate governance. ~~This commitment~~Executive compensation is ~~reflected by~~one of the ~~significant changes to~~core pillars of our stockholder engagement strategy and we are proud of the responsive enhancements we have made year-over-year, along with our performance-driven compensation philosophy, practices and program construction, all of which are detailed below.

STOCKHOLDER FEEDBACK ON EXECUTIVE COMPENSATION AND CHANGES TO OUR PROGRAM

At our 2023 Annual Meeting, over 88% of the votes cast were in favor of the Say-on-Pay vote. The MDC Committee carefully reviewed these voting results, along with additional feedback from our stockholder engagement efforts, when making executive compensation ~~program upon~~decisions. Since the ~~closing~~beginning of ~~the Internalization, as well as the additional compensation enhancements adopted~~2023, we initiated outreach to 100% of our top 100 institutional investors and had conversations with investors representing approximately 90% of outstanding shares held by ~~the MDC Committee since~~our 10 largest stockholders.

Feedback confirms that ~~time.~~

~~Executive Compensation Following the Internalization~~

~~Following peer benchmarking, stockholder outreach and a review~~most of ~~best practices, the MDC Committee introduced a number of changes to~~our stockholders strongly support our executive compensation program, including the changes and enhancements we have made over the last few years. During these conversations, some stockholders noted that, for 2022, the MDC Committee had determined to apply its discretion to reduce total NEO incentive amounts to slightly below the amounts provided for by the Company’s more formulaic annual incentive framework in ~~connection~~order to address the Company’s stock market performance and to increase alignment between the NEOs and our stockholders.

In response to this feedback, for 2023, the MDC Committee adopted refinements to its annual incentive framework, which consists of a corporate scorecard of objective financial and risk metrics (which accounts for 75% of the total scorecard value) along with a qualitative assessment of individual performance (which accounts for 25% of the ~~Internalization, including:~~total scorecard value). For 2022, the corporate scorecard utilized two equally-weighted financial metrics: (1) Relative Tangible Economic Return with an Absolute TSR governor; and (2) Operating Efficiency. For 2023, the MDC Committee determined to increase the weighting of the Relative Tangible Economic Return metric such that it now accounts for more than 60% of the total scorecard value linked to financial metrics, with Operating Efficiency accounting for the remainder. In addition, the MDC Committee determined to replace the TSR governor, which had previously only capped the portion of the annual incentive award tied to Relative Tangible Economic Return, with an Absolute Tangible Economic Return modifier, which impacts overall annual incentive award opportunity, including the portion of the award tied to individual performance.

◾	~~Introduced equity incentives (including performance-based awards), which represented a significant shift from the Former Manager’s~~ ~~all-cash~~ ~~compensation structure~~

◾	~~Introduced a quantitative corporate performance scorecard that included both financial and~~ ~~non-financial~~ ~~goals~~

◾	~~Adopted robust NEO stock ownership requirements and holding restrictions~~

◾	~~Adopted an enhanced clawback policy that includes triggers for accounting restatements and executive misconduct~~

Evolution of Annual Incentive Framework from 2022 to 2023

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The MDC Committee back-tested the NEO compensation determinations for 2022 performance using the revised annual incentive framework developed for 2023 and noted that the amounts produced under the new framework were

36 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

~~Executive Compensation Enhancements~~consistent with the amounts actually awarded for ~~2021~~

~~To further~~2022 performance, inclusive of the MDC Committee’s discretionary reduction. Based on our conversations with investors, we believe these enhancements for 2023 appropriately address stockholder feedback, including the goal of achieving stronger alignment ~~of our executive compensation program with~~between the interests of our stockholders and ~~support~~those of our NEOs. The MDC Committee will continue to consider the ~~firm’s ownership culture,~~outcome of future Say-on-Pay votes, as well as stockholder feedback received throughout the year, and invites stockholders to express their views to the MDC Committee ~~made a number of enhancements~~as described under “Communications with the Board.”

PHILOSOPHY AND PROGRAM OBJECTIVES

The MDC Committee is committed to ~~our~~maintaining an executive compensation program that attracts, retains and incentivizes top executive talent and generates long-term value for ~~2021, including:~~

◾	~~Reduced discretion and provided for a more formulaic approach to determining NEO annual incentive opportunities with 75% based on corporate/organizational metrics and 25% based on individual metrics~~

—

~~Increased the proportion of objective financial metrics as a percentage of corporate/organizational metrics from 50% to 60%~~

◾	~~Introduced~~ ~~pre-established~~ ~~target amounts for all NEO annual incentive opportunities with~~stockholders by directly linking compensation payout ~~capped at a maximum of 120% of target~~

◾	For the CEO, increased the relative weighting of equity as a percentage of total incentive compensation opportunity to greater than 50% (with a majority of the NEOs at 50% or greater for 2021 and all NEOs at 50% or greater for 2022)

◾	~~For all NEOs, increased the proportion of PSUs as a percentage of total equity compensation to 50%~~

~~Additional Executive Compensation Enhancements for 2022~~

~~In order~~ to ~~further strengthen our executive compensation program and in response to stockholder feedback, the MDC Committee adopted a number of additional compensation enhancements for 2022, including:~~

◾	~~Added a minimum performance threshold to the corporate performance scorecard used to determine 75% of executives’ annual incentive opportunities~~

—

~~Below this threshold, no incentive payments ($0) will be made~~

◾	~~Increased relative performance metrics to target above median (55%+) performance rather than median performance for purposes of determining annual incentive opportunities and ultimate PSU payouts~~

~~Philosophy and Program Objectives~~

~~The MDC Committee’s~~Company performance without encouraging unnecessary risk taking. Our compensation philosophy ~~seeks to align the interests of our employees with those of our stockholders and~~ is driven by the following principles:

◾

~~Pay for Performance:~~ ~~A significant portion of executive officer compensation should vary with business performance;~~

◾

~~Create Long-Term Stockholder Value:~~ ~~Equity incentive awards should have multi-year vesting and performance periods;~~

◾

~~Support Risk Management:~~ ~~Compensation policies and practices should reflect the Company’s risk management culture;~~

◾

~~Attract, Retain and Incentivize Top Talent:~~ ~~Compensation packages should be market-competitive to facilitate hiring, retaining and motivating high-performing executives; and~~

◾

~~Reinforce our Culture and ESG Priorities:~~ ~~Compensation programs should incorporate our ESG goals and align leadership with our firm culture and values.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~COMPONENTS OF EXECUTIVE COMPENSATION

~~2022 Investment Strategy and Performance~~

~~We enhanced our positioning as a dedicated housing finance REIT through a number of strategic initiatives~~

~~and our portfolio continued to generate strong earnings despite the challenging financial market environment~~

◾ ~~Generated~~ ~~earnings available for distribution~~⁽⁵⁾ ~~(“EAD”) of $4.23~~ ~~per average share of common stock for the year~~

◾ ~~In light of the turbulent year in financial markets, delivered an~~ ~~economic return of~~ ~~-23.7%~~ ~~for the full year~~

◾ ~~Maintained a defensive posture throughout the year with a conservative leverage profile, dynamic hedging strategy and our agency portfolio positioned to withstand heightened market volatility~~

– Annaly Agency Group ended the year with $72.9 billion in assets primarily concentrated in higher coupons (4.5% and above); the portfolio rotated up in coupon to take advantage of wider spreads and improved carry in production coupons

◾ ~~As the third largest purchaser of MSR in 2022~~⁽⁶⁾~~, our MSR portfolio grew assets by~~ ~~nearly 3x~~ ~~throughout the year to~~ ~~$1.8 billion~~⁽⁷⁾ ~~with MSR growing from~~ 5% to ~~14%~~ ~~of dedicated equity capital by the end of 2022~~

◾ ~~Annaly Residential Credit Group grew assets by over~~ 9% ~~throughout 2022 to~~ ~~$5.0 billion~~⁽¹⁾~~, driven by~~ ~~$4.1 billion~~ ~~of whole loans purchased throughout 2022~~

◾ ~~Completed the~~ ~~$2.4 billion~~ ~~sale of our middle market lending portfolio~~⁽⁸⁾

~~Note: For footnoted information, please refer to “2022 Investment Strategy and Performance” in Endnotes section.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~Financing, Capital and Liquidity~~

~~We maintained a conservative leverage profile and substantial liquidity due to~~

~~heightened market volatility throughout the year~~

◾ ~~Economic leverage~~⁽¹⁾~~increased to 6.3x~~ ~~from 5.7x in the prior year~~

◾~~$6.3 billion~~ ~~of unencumbered assets~~⁽²⁾~~, including cash and unencumbered Agency MBS of~~ ~~$4.0 billion~~

◾ ~~Average GAAP cost of interest bearing liabilities~~ ~~increased over 166bps to 2.03%~~ ~~and average economic cost of interest bearing liabilities~~⁽¹⁾~~increased 67bps to 1.46%~~ ~~for the year ended 2022 compared to the year ended 2021~~

◾ ~~Raised~~ ~~$2.7 billion~~ ~~of accretive common equity throughout 2022~~⁽³⁾

◾ ~~Added nearly~~ ~~$1.3 billion~~ ~~of credit facility capacity across Annaly Residential Credit Group and Annaly MSR Group~~

◾ ~~Completed nineteen whole loan securitizations totaling~~ ~~$7.3 billion~~ ~~in proceeds~~⁽⁴⁾ ~~since the beginning of 2022, remaining the largest~~ ~~non-bank~~ ~~issuer of Prime Jumbo and Expanded Credit MBS from 2021–2022~~⁽⁵⁾

~~Note: For footnoted information, please refer to “Financing, Capital and Liquidity” in Endnotes section.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~


~~Operational Efficiency~~
The sale of our middle market lending portfolio allowed for continued cost savings and operating flexibility
◾ ~~Operating expense was~~ ~~1.40%~~⁽¹⁾ ~~for the year, a~~ ~~15 basis point increase~~ ~~year-over-year and at the low end of the target range~~ ◾ ~~Continued to improve~~ ~~cost efficiency metrics~~ ~~throughout the year due to lower expenses as a result of the sale of our middle market lending portfolio~~

~~Note: For footnoted information, please refer to “Operational Efficiency” in Endnotes section.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~Components of Executive Compensation~~

The table below describes the objectives supported by our primary compensation elements for ~~2022 –~~2023 — commonly referred to as “total direct compensation” –— along with an overview of the key measures and governance principles for each element.

2023 Compensation Element

Objectives

Key Measures

Governance Principles

~~2022~~

~~Compensation~~

~~Element~~

◀ FIXED ▶

~~Objectives~~

~~Key Measures~~Short-
Term

~~Governance Principles~~

~~Base salary~~

BASE SALARY

◾▪

Provide a level of fixed pay appropriate to an NEO’s roles and responsibilities

◾▪

Experience, duties and scope of ~~responsibility~~responsibilities

▪

◾

Internal and external market factors

◾▪

Comprises minority of overall compensation opportunity compared to “at risk” pay

~~Annual Cash Incentives~~

◀ AT RISK / VARIABLE ▶

ANNUAL CASH
INCENTIVES

◾▪

Provide a market competitive annual cash incentive opportunity

▪

◾

Incentivize and reward superior Company and individual performance

◾▪

Considers achievement of financial, risk and other operational performance measures

for the performance year

◾▪

No guaranteed minimum award amounts

▪

Maximum award value of 120% of target(1)

~~Long-Term Equity~~ ~~Incentives~~

Long-
Term

LONG-TERM
INCENTIVES

◾▪

Align NEO’s interests with long-term stockholder interests

▪

◾

Encourage long-term, sustainable performance results

▪

◾

Support retention of key talent

◾▪

Award amounts included as part of annual incentive and, as such, consider achievement of financial, risk and other operational performance measures for the performance year

▪

◾ ~~PSUs vest based on achievement of multiple rigorous Company performance metrics over a three-year performance period~~

◾

Restricted stock units (“RSUs”) vest based on continued service and provide both retention and stock value accumulation incentives

▪

Performance share units (“PSUs”) vest based on achievement of multiple rigorous Company performance metrics over a three-year performance period

◾▪

No guaranteed minimum award amounts

▪

Maximum award value of 120% of target at grant

▪

PSUs have a maximum award payout of 150% of grant

◾▪

Equally-weighted mix of PSUs and RSUs

35(1)

Subject to potential application of a + / - 10% Absolute Tangible Economic Return modifier as appropriate.

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

STOCKHOLDER OUTREACH AND RESULTS OF 2023 SAY-ON-PAY VOTE

	100%				~90%				>200
	of top 100 institutional investors included in 2023-2024 outreach efforts				held meetings with stockholders representing ~90% of shares of 10 largest stockholders in 2023-2024 outreach season				meetings with stockholders across the U.S., Canada and Europe during 2023

At our 2023 Annual Meeting, over 88% of the votes cast were in favor of the Say-on-Pay vote. The MDC Committee carefully reviewed these voting results, along with additional feedback from our stockholder engagement efforts, when making executive compensation decisions. Since the beginning of 2023, we initiated outreach to stockholders representing approximately 90% of outstanding institutional shares. During these meetings, we solicited feedback on a number of corporate governance and corporate responsibility topics and requested feedback on stockholders’ preferred practices for executive compensation design and disclosure.

As further described under “Recent Stockholder Engagement Efforts” above, the feedback generated through this engagement meaningfully informed the MDC Committee’s executive compensation decisions for 2023 and, as highlighted below, directly contributed to the MDC Committee’s holistic approach to institutionalizing a compensation program that drives performance, supports our culture and reflects the insights and priorities of our long-term investors.

			What the Company Does						What the Company Does Not Do
▪ Majority of compensation is “at risk” — for 2023, variable performance-based compensation comprised 94% of the CEO’s total compensation and 86% of the other NEOs’ total compensation(1) ▪ MDC Committee applied a corporate scorecard reflecting both objective financial and non-financial goals (75% weighting) and individual achievements (25% weighting) in determining total incentive awards for 2023 ▪ Multiple performance metrics — diversified mix of rigorous Company performance metrics, including tangible economic return and earnings available for distribution (“EAD”) return on equity ▪ Relative performance metrics require above median (55%+) performance to achieve target payouts ▪ Two clawback policies for NEOs: one that covers financial restatements and a second for misconduct ▪ All NEOs are subject to robust stock ownership requirements and holding restrictions ▪ Annual assessment of NEO compensation practices against peer companies and best practices ▪ Annual compensation risk assessment to ensure compensation program does not encourage excessive risk-taking ▪ Regular stockholder feedback through robust outreach program						▪ No minimum guaranteed bonus amounts ▪ No guaranteed salary increases ▪ No severance benefits paid to an executive other than in connection with their involuntary termination of employment by the Company without “cause” ▪ No enhanced cash severance for terminations in connection with a change in control ▪ No NEO severance payments and benefits exceeding 2.99 times salary and bonus ▪ No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company ▪ No excessive perquisites ▪ No tax gross-ups for change in control excise taxes or on any executive perquisites, other than for non-cash relocation benefits ▪ No hedging or pledging of Company stock ▪ No dividends or dividend equivalents on unvested awards paid unless and until the underlying awards are earned and vested ▪ No repricing of options or stock appreciation rights (“SARs”) or the exchange of underwater options or SARs for cash or other awards without stockholder approval ▪ No supplemental executive retirement plans

(1)

Performance-based compensation percentages for 2023 derived from the Total Direct Compensation Table on page 39 of this Proxy Statement.

38 | ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

TOTAL DIRECT COMPENSATION TABLE

The following table supplements the Summary Compensation Table on page 5054 and shows the total direct compensation paid or awarded to each ~~current active~~ NEO for 2023, 2022 ~~2021~~ and ~~2020, including compensation for each such year’s performance that was paid or awarded by the Company early in the following year.~~2021. The table below is not a substitute for the required information included in the Summary Compensation Table; however, the MDC Committee believes it best aligns with how the MDC Committee views executive compensation for a given performance year. In accordance with SEC rules, the Summary Compensation Table includes the grant date fair value of stock awards in the year granted, even if the grant is based on a review of prior year performance. As discussed in more detail below, the RSU and PSU awards granted in early ~~2022~~2023 for performance in ~~2021~~2022 are included in the Summary Compensation Table but not in the Total Direct Compensation Table; ~~and~~ conversely, the RSU and PSU awards granted in early ~~2023~~2024 for performance in ~~2022~~2023 are included in the Total Direct Compensation Table but not in the Summary Compensation Table.

         Awards for Performance
NEO⁽¹⁾    Year
Salary
($)

Variable Cash
Awards ($)

Equity
Awards ($)
   Total
David L. Finkelstein
   2022    $1,000,000    $5,984,000 ⁽²⁾    $6,984,000 ⁽²⁾⁽³⁾    $13,968,000 ⁽⁴⁾
   2021    $1,000,000    $6,325,000    $7,325,000    $14,650,000
   2020    $950,000    $7,200,000    $6,800,000 ⁽⁵⁾    $14,950,000
Serena Wolfe
   2022    $750,000    $1,781,250 ⁽²⁾    $1,781,250 ⁽²⁾⁽³⁾    $4,312,500 ⁽⁴⁾
   2021    $750,000    $3,000,000    $750,000    $4,500,000
   2020    $750,000    $2,600,000    $400,000    $3,750,000
Steven F. Campbell⁽⁶⁾
   2022    $750,000    $1,828,750 ⁽²⁾    $1,828,750 ⁽²⁾⁽³⁾    $4,407,500 ⁽⁴⁾
   2021    —    —    —    —
   2020    —    —    —    —
Anthony C. Green
   2022    $750,000    $1,781,250 ⁽²⁾    $1,781,250 ⁽²⁾⁽³⁾    $4,312,500 ⁽⁴⁾
   2021    $750,000    $1,875,000    $1,875,000    $4,500,000
   2020    $750,000    $2,800,000    $1,600,000 ⁽⁵⁾    $5,150,000

This table includes only those individuals who served as executive officers of the Company as of December 31, 2022 and were eligible to receive incentive awards for 2022 performance. Our former Chief Investment Officer Mr. Ertas and former Chief Credit Officer Mr. Coffey were involuntarily terminated by the Company without cause effective November 2022 and February 2022, respectively, and were therefore ineligible to receive incentive awards for 2022 performance. For a discussion of compensation, including severance amounts, paid to Messrs. Ertas and Coffey, please refer to the section titled “~~Compensation Paid to Former Executive Officers” below.~~

2.	~~These amounts represent the annual cash incentives paid by the Company to each executive for their service in 2022 and equal the amounts reported as 2022 compensation in the “Bonus” column of the~~ ~~Summary Compensation Table~~.

These amounts approximate the dollar value of the RSUs and target PSUs that were granted to Messrs. Finkelstein, Campbell and Green and Ms. Wolfe in early 2023 as part of their annual incentive awards for performance in 2022 (ignoring rounding to whole units) and are based on the closing price of the Company’s common stock on the date of grant (February 1, 2023). In accordance with SEC rules, these amounts do not appear as 2022 compensation in the Summary Compensation Table. Rather, the grant date fair value for these awards will appear as 2023 compensation in the “Stock Awards” column in next year’s Summary Compensation Table. The breakdown between RSUs and PSUs of equity awards for 2022 performance (granted in 2023) to each executive is set forth in the table below:

  NEO      RSUs      PSUs
David L. Finkelstein
     $3,492,000      $3,492,000
Serena Wolfe
     $890,625      $890,625
Steven F. Campbell
     $914,375      $914,375
Anthony C. Green
     $890,625      $890,625

4.	Total direct compensation amounts for 2022 do not reflect equity awards granted in January 2022 to each executive for performance in 2021. These awards are reflected as 2022 compensation in the “Stock Awards” column of the ~~Summary Compensation Table~~.

NEO	Year		Salary ($)		Awards for Performance
NEO	Year		Salary ($)		Variable Cash Awards ($)		Equity Awards ($)		Total ($)
David L. Finkelstein		2023		1,000,000		7,328,100(1)		8,328,100(1)(2)		16,656,200(3)
		2022		1,000,000		5,984,000		6,984,000		13,968,000
		2021		1,000,000		6,325,000		7,325,000		14,650,000
Serena Wolfe		2023		750,000		2,348,400(1)		2,348,400(1)(2)		5,446,800(3)
		2022		750,000		1,781,250		1,781,250		4,312,500
		2021		750,000		3,000,000		750,000		4,500,000
Steven F. Campbell(4)		2023		750,000		2,739,800(1)		2,739,800(1)(2)		6,229,600(3)
		2022		750,000		1,828,750		1,828,750		4,407,500
		2021		—		—		—		—
Anthony C. Green		2023		750,000		2,035,300(1)		2,035,300(1)(2)		4,820,600(3)
		2022		750,000		1,781,250		1,781,250		4,312,500
		2021		750,000		1,875,000		1,875,000		4,500,000

(1)

These amounts represent the annual cash incentives paid by the Company to each executive for their service in 2023 and equal the amounts reported as 2023 compensation in the “Bonus” column of the Summary Compensation Table.

(2)

These amounts approximate the dollar value of the RSUs and target PSUs that were granted to the NEOs in early 2024 as part of their annual incentive awards for performance in 2023 (ignoring rounding to whole units) and are based on the closing price of the Company’s common stock on the date of grant (February 1, 2024). In accordance with SEC rules, these amounts do not appear as 2023 compensation in the Summary Compensation Table. Rather, the grant date fair value for these awards will appear as 2024 compensation in the “Stock Awards” column in next year’s Summary Compensation Table. The breakdown between RSUs and PSUs of equity awards for 2023 performance (granted in 2024) to each executive is set forth in the table below:

NEO	RSUs ($)		PSUs ($)
David L. Finkelstein		4,164,050		4,164,050
Serena Wolfe		1,174,200		1,174,200
Steven F. Campbell		1,369,900		1,369,900
Anthony C. Green		1,017,650		1,017,650

(3)

Total direct compensation amounts for 2023 do not reflect equity awards granted in February 2023 to each executive for performance in 2022. These awards are reflected as 2023 compensation in the “Stock Awards” column of the Summary Compensation Table.

(4)

Mr. Campbell was not an NEO in 2021.

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 39

5.	~~These amounts include the equity awards that were granted to the NEOs in early 2021 as part of their annual incentive awards for performance in 2020 (ignoring rounding to whole units) as well as the~~ ~~one-time~~ ~~equity awards granted to the NEOs upon the closing of the Internalization.~~

6.	~~Mr. Campbell was not a named executive officer in 2020 or 2021.~~

~~Stockholder Outreach and Results of 2022~~ ~~Say-on-Pay~~ ~~Vote~~

~~At our 2022 Annual Meeting, over 88% of the votes cast were in favor of the advisory resolution on executive compensation (commonly known as a~~ ~~“Say-on-Pay”~~ vote). The MDC Committee carefully reviewed these voting results, along with additional feedback from our stockholder engagement efforts, when making executive compensation decisions. Since the beginning of 2022, we initiated outreach to stockholders representing approximately 90% of outstanding institutional shares. During these meetings, we solicited feedback on a number of corporate governance and corporate responsibility topics and requested feedback on stockholders’ preferred practices for executive compensation design and disclosure. As further described under “~~2022–2023 Stockholder Engagement Efforts~~” above, the feedback generated through this engagement meaningfully informed the MDC Committee’s executive compensation decisions in 2022 and, as highlighted below, directly contributed to the MDC Committee’s holistic approach to institutionalizing a compensation program that drives performance, supports our culture and reflects the insights and priorities of our long-term investors.

~~WHAT THE COMPANY DOES~~

◾ ~~Majority of compensation is “at risk” – for 2022, variable performance-based compensation comprised 93% of the CEO’s total compensation and 83% of the other NEOs’ total compensation~~⁽¹⁾

◾ ~~MDC Committee applied a corporate scorecard reflecting both objective financial and~~ ~~non-financial~~ ~~goals (75% weighting) and individual achievements (25% weighting) in determining total incentive awards for 2022~~

◾ ~~Multiple performance metrics – diversified mix of rigorous Company performance metrics, including economic return and EAD return on equity~~

◾ ~~Relative performance metrics require above median (55%+) performance to achieve target payouts~~

◾ ~~Enhanced clawback policy covers all NEO incentive-based awards for financial restatements and misconduct~~

◾ ~~All NEOs are subject to robust stock ownership requirements and holding restrictions~~

◾ ~~Annual assessment of NEO compensation practices against peer companies and best practices~~

◾ ~~Annual compensation risk assessment to ensure compensation program does not encourage excessive risk-taking~~

◾ ~~Regular stockholder feedback through robust outreach program~~

~~WHAT THE COMPANY DOES NOT DO~~

◾ ~~No minimum guaranteed bonus amounts~~

◾ ~~No guaranteed salary increases~~

◾ ~~No severance benefits paid to an executive other than in connection with their involuntary termination of employment by the Company without “cause”~~

◾ ~~No enhanced cash severance for terminations in connection with a change in control~~

◾ ~~No NEO severance payments and benefits exceeding 2.99 times salary and bonus~~

◾ ~~No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company~~

◾ ~~No excessive perquisites~~

◾ ~~No tax~~ ~~gross-ups~~ ~~for change in control excise taxes or on any executive perquisites, other than for~~ ~~non-cash~~ ~~relocation benefits~~

◾ ~~No hedging or pledging of Company stock~~

◾ ~~No dividends or dividend equivalents on unvested awards paid unless and until the underlying awards are earned and vested~~

◾ ~~No repricing of options or stock appreciation rights (“SARs”) or the exchange of underwater options or SARs for cash or other awards without stockholder approval~~

◾ ~~No supplemental executive retirement plans~~

~~The MDC Committee will continue to consider the outcome of future~~ ~~Say-on-Pay~~ ~~votes, as well as stockholder feedback received throughout the year, and invites stockholders to express their views to the MDC Committee as described under “Communications with the Board~~.”

~~Note: For footnoted information, please refer to “What the Company Does” in Endnotes sections.~~

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

~~ANNALY CAPITAL MANAGEMENT~~ ç2.~~2023 PROXY STATEMENT~~

How Executive Compensation Decisions ~~are~~Are Made

~~Overview~~OVERVIEW

The MDC Committee reviews and discusses the performance of the CEO and makes recommendations regarding ~~their~~the CEO’s compensation for review and approval by the Independent Directors. For the other NEOs, the CEO makes individual compensation recommendations for review and approval by the MDC Committee. In making compensation recommendations and determinations for all NEOs, the MDC Committee utilizes the advice of its independent compensation consultant, reviews compensation-related policies and feedback of long-term investors, ~~considers the terms of any applicable employment agreements,~~ analyzes competitive market information and peer group data and assesses Company and individual performance.

Our Human Capital Management team supports the MDC Committee in the execution of its responsibilities with assistance from our Finance and Legal teams. Our ~~Head of~~Chief Human ~~Capital,~~Resources Officer, Chief Financial Officer and Chief Legal ~~Officer and Chief Corporate~~ Officer oversee the development of materials for each MDC Committee meeting, including market data, historical compensation and individual and Company performance metrics. No NEO, including the CEO, has a role in determining their own compensation.

~~Role of the~~ROLE OF THE MDC ~~Committee’s Independent Compensation Consultant~~COMMITTEE’S INDEPENDENT COMPENSATION CONSULTANT

During ~~2022,~~2023, the MDC Committee retained an independent compensation consultant, F. W. Cook, to advise the MDC Committee on ~~our~~the Company’s executive compensation program design and structure. In this capacity, F. W. Cook regularly ~~attends~~attended meetings and executive sessions of the MDC Committee. As described above, F. W. Cook also ~~assists~~assisted the MDC Committee in its review of our compensation program for Non-Employee Directors. During ~~2022,~~2023, F. W. Cook served solely as a consultant to the MDC Committee and did not provide any other services to the Company. The MDC Committee considered F. W. Cook’s independence in light of SEC regulations and NYSE listing standards and concluded that no conflict of interest exists that would prevent F. W. Cook from serving as an independent consultant to the MDC Committee.

~~Company Market Data~~COMPANY MARKET DATA

The MDC Committee considered compensation data and practices of a group of peer companies recommended by F. W. Cook (the “Compensation Peer Group”), as well as third party survey data and current market trends and practices generally, in developing appropriate compensation packages for the NEOs in ~~2022.~~2023. The MDC Committee did not set target compensation to meet any particular benchmark level; however, it used the median of the market data provided by F. W. Cook to help guide its ~~2022~~2023 decisions.

The MDC Committee recognizes that developing an appropriate Compensation Peer Group for the Company is challenging because there are few mortgage REITs that are of similar size and complexity to the Company, while similarly sized asset managers and financial companies may have very different portfolios, investment strategies and return profiles, due in part to their non-REIT status. The MDC Committee reviews the composition of the Compensation Peer Group at least annually and makes modifications as appropriate. The 2023 Compensation Peer Group was approved without change by the MDC Committee, following an assessment and guidance from F. W. Cook.

Process for Determining Compensation Peer Group

40 | ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Peer Group

~~Process for Determining Compensation Peer Group~~


~~Compensation Peer Group~~▪
Affiliated Managers Group, Inc.		▪ Jefferies Financial Group			▪ Raymond James Financial, Inc.
	▪ AGNC Investment Corp.		▪ Lazard Ltd.			▪ Redwood Trust, Inc.
	▪ Ameriprise Financial, Inc.		▪ MFA Financial, Inc.			▪ The Carlyle Group L.P.
	▪ Chimera Investment Corporation ~~Franklin Resources, Inc.~~		~~Jefferies Financial Group~~▪ ~~Lazard Ltd.~~ ~~MFA Financial, Inc.~~ New York Mortgage Trust			▪ Voya Financial
	▪ Franklin Resources, Inc.		▪ PennyMac Financial Services, Inc.	~~Raymond James Financial, Inc.~~ ~~Redwood Trust, Inc.~~ ~~The Carlyle Group L.P.~~ ~~Voya Financial~~

~~The~~In part due to the challenges highlighted above, the MDC Committee uses a separate group of mortgage REIT peers (the “Performance Peer Group”) to evaluate our performance under the corporate scorecard described above and to determine PSU award payouts as described further below. The composition of the Performance Peer Group is reviewed by the MDC Committee annually to ensure that the companies have portfolios and investment strategies that most closely resemble our focus on residential mortgage assets.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

Performance Peer Group


~~Performance Group~~▪
AGNC Investment Corp.		▪ Ellington Financial Inc.		▪ Orchid Island Capital, Inc.
	▪ ARMOUR Residential REIT, Inc. ~~Chimera Investment Corporation~~ ~~Dynex Capital, Inc.~~		~~Ellington Financial Inc.~~▪ Invesco Mortgage Capital, Inc.		▪ Redwood Trust, Inc.
	▪ Chimera Investment Corporation		▪ MFA Financial, Inc.		▪ Rithm Capital Corp.(1)
	▪ Dynex Capital, Inc.		▪ New York Mortgage Trust		~~Orchid Island Capital, Inc.~~▪ ~~Redwood Trust, Inc.~~ Two Harbors Investment Corp.

(1)

For 2023, following continued scaling of our MSR business, the MDC Committee determined to add Rithm Capital Corp. as a new peer given its diversified investment strategies, including MSR.

The MDC Committee reviews the compensation of executives in the Compensation Peer Group at least once per year. A broad range of data is considered by the MDC Committee to ascertain whether the CEO and other NEOs are appropriately positioned in respect of the median to properly reflect various factors, such as our performance within the Performance Peer Group, the unique characteristics of the ~~individual’s~~individual executive’s position and applicable succession and retention considerations.

ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT | 41

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Design and Award Decisions ~~For 2022~~

~~Overview~~

~~The MDC Committee is committed to maintaining an executive compensation program that attracts, retains and incentivizes top executive talent and generates long-term value~~ for ~~stockholders by directly linking compensation payout to Company performance without encouraging unnecessary risk taking.~~ 2023

OVERVIEW

Our executive compensation program primarily consists of base salaries and annual incentive awards delivered part in cash and part in equity awards, which include both RSUs and PSUs. The RSUs and PSUs include time-based and performance-based vesting requirements over multiple years following their grant to further encourage sustainable Company performance that is aligned towith long-term stockholder interests. The charts include the target annual cash incentive opportunities and RSU and target PSU grant values for our NEOs for 2023.

~~2022 CEO Pay Mix~~⁽¹⁾

~~2022 Other NEO Pay Mix~~⁽²⁾

2023 Target Pay Mix~~Gray shading indicates~~ (1)~~at-risk~~ ~~performance-based compensation.~~

(1)

2023 CEO and Other NEO pay mix derived from the Total Direct Compensation Table on page 39 of this Proxy Statement. Percentages may not sum to 100% due to rounding.

BASE SALARY~~Base Salary~~

Base salaries for NEOs are established after considering a variety of factors, including market data, historic pay, internal pay equity, the scope of each NEO’s responsibilities and individual and Company performance. No NEO is entitled to any guaranteed salary increase. Base salaries were not increased for the NEOs during ~~2022.~~2023.


~~NEO~~	~~Salary ($)~~

~~Chief Executive Officer~~		~~$1,000,000~~

~~All Other Executive Officers~~		~~$750,000~~

~~Note: For footnoted information, please refer to “Executive Compensation Design and Award Decisions for 2022” in Endnotes section.~~

NEO	2023 Salary ($)		2022 Salary ($)		Percentage Change
David L. Finkelstein		1,000,000		1,000,000		0%
Serena Wolfe		750,000		750,000		0%
Steven F. Campbell		750,000		750,000		0%
Anthony C. Green		750,000		750,000		0%

42 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

2023 ANNUAL INCENTIVES — CASH AND EQUITY AWARDS

~~2022 Annual Incentives – Cash and Equity Awards~~

The MDC Committee established target amounts for the NEOs’ ~~2022~~2023 incentive awards at the beginning of the performance period. Target amounts for the NEOs were established based on advice from the MDC Committee’s independent compensation consultant, F. W. Cook, following a review of relevant Compensation Peer Group and broader market compensation data, an assessment of Company and individual performance in ~~2021~~2022 and other individual factors such as role, ~~responsibility,~~responsibilities, tenure and retention needs. For the NEOs other than the CEO, the MDC Committee also considers individual compensation recommendations from the CEO in establishing targets for such executives. For ~~2022,~~2023, the MDC Committee ~~established~~approved increases to the ~~following targets~~NEOs’ target incentive awards, reflecting the MDC Committee’s evaluation of market pay levels in the Compensation Peer Group and using broader market compensation data and a review and recognition of the evolution of the NEOs’ performance and responsibilities in the years since the Company’s management internalization, including the elevation of Mr. Campbell to the role of President at the end of 2022:

Name and Position	Target Cash Incentive ($)		Target RSUs ($)		Target PSUs ($)		Target Total Incentive ($)
David L. Finkelstein Chief Executive Officer and Chief Investment Officer		7,000,000		4,000,000		4,000,000		15,000,000
Serena Wolfe Chief Financial Officer		2,250,000		1,125,000		1,125,000		4,500,000
Steven F. Campbell President and Chief Operating Officer		2,625,000		1,312,500		1,312,500		5,250,000
Anthony C. Green Chief Corporate Officer and Chief Legal Officer		1,950,000		975,000		975,000		3,900,000

Annual incentive awards have a maximum opportunity of up to 120% of target (subject to potential application of an Absolute Tangible Economic Return modifier, as discussed below) and there is no minimum guaranteed award amounts; thus, unless a minimum performance threshold is achieved, no incentive payments ($0) will be made. The MDC Committee determines final incentive award amounts after assessing Company performance against a scorecard of corporate/organizational metrics (75% weighting) and a qualitative assessment of individual performance (25% weighting). The overall score for the scorecard is based on the aggregated weighted score (between 0 (minimum) and 8 (maximum)) and the weighted score for each measure is calculated by multiplying (x) the scorecard weighting for each measure times (y) the value of each measure times (z) a scaling factor of 4.

In order to achieve stronger alignment between the interests of our stockholders and our NEOs, for 2023 the MDC Committee rebalanced the corporate scorecard’s mix of financial metrics, and replaced an Absolute TSR governor, which had been linked to a single financial metric, with a broader + / — 10% Absolute Tangible Economic Return modifier that impacts overall annual incentive ~~awards:~~award opportunity. The MDC Committee believes that Absolute Tangible Economic Return better measures stockholder value creation within our REIT model as it reflects not only changes in the Company’s tangible book value, but also common stock dividends declared over the measurement period.

Name and Position⁽¹⁾
     Target Cash
Incentive      Target RSUs      Target PSUs      Target Total
Incentive
David Finkelstein
Chief Executive Officer and
Chief Investment Officer
     $6,325,000      $3,662,500      $3,662,500      $13,650,000
Serena Wolfe
Chief Financial Officer
     $1,875,000      $937,500      $937,500      $3,750,000
Steven F. Campbell
President and Chief
Operating Officer
     $1,925,000      $962,500      $962,500      $3,850,000
Anthony C. Green
Chief Corporate Officer and
Chief Legal Officer
     $1,875,000      $937,500      $937,500      $3,750,000

This table includes only those individuals who served as executive officers of the Company as of December 31, 2022 and were eligible to receive incentive awards for 2022 performance. Our former Chief Investment Officer Mr. Ertas and former Chief Credit Officer Mr. Coffey were involuntarily terminated by the Company without cause effective November 2022 and February 2022, respectively, and were therefore ineligible to receive incentive awards for 2022 performance. For a discussion of compensation, including severance amounts paid to Messrs. Ertas and Coffey, please refer to the section titled “~~Compensation Paid to Former Executive Officers” below.~~

Annual incentive awards have a maximum payout opportunity of up to 120% of target and there is no minimum guaranteed payout. The MDC Committee determines final incentive award amounts after assessing Company performance against a scorecard of corporate/organizational metrics (75% weighting) and a qualitative assessment of individual performance (25% weighting), and maintains the authority to apply discretion to reduce total incentive award amounts in certain circumstances. For 2022, the MDC Committee added a minimum performance threshold to the portion of the annual incentive award tied to corporate/organizational metrics, below which no incentive amounts may be earned, to enhance the ~~at-risk~~ ~~nature of the program.~~

The MDC Committee believes that determining the total incentive award based on a combined review of corporate/~~organizational~~financial and risk goals and individual achievements ensures that compensation outcomes are aligned to sustainable performance results consistent with our risk management policies. The MDC Committee also believes that delivering part of the annual incentive through equity awards that vest over time based on continued employment and, ~~(for PSUs)~~for PSUs, continued Company performance supports the retention of the NEOs and encourages a longer-term focus on the Company’s performance aligned to stockholder ~~interests and supports the retention of the NEOs.~~

~~As described in detail below, for 2022, while~~interests. For 2024, the MDC Committee determined that the achievement of our corporate/organizational objectives exceeded target performance and that each NEO had attained their individual objectives at target, in light of our stock market performance andnot to increase ~~alignment between~~ the ~~NEOs and our stockholders, the MDC Committee determined it was appropriate to exercise its authority to apply discretion to reduce total~~NEOs’ target incentive ~~award amounts for 2022 to slightly below target~~awards from their 2023 levels.

ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT ç| 43

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COMPENSATION DISCUSSION AND ANALYSIS

2023 ~~PROXY STATEMENT~~ANNUAL INCENTIVES — CORPORATE/ORGANIZATIONAL PERFORMANCE

~~2022 Annual Incentives – Corporate/Organizational Performance~~

Our corporate/organizational ~~achievement~~performance determines 75% of each executive’s individual incentive award payout. Of the corporate/organizational factors, objective financial metrics comprised 80% of the ~~2022~~2023 corporate scorecard (and determined 60% of overall incentive award payout). ~~2022~~2023 financial metrics consisted of two ~~equally-weighted~~ metrics: (1) Relative Tangible Economic Return, ~~with an Absolute Total Stockholder Return (“TSR”) Governor;~~which accounted for 50% of the total scorecard; and (2) Operating ~~Efficiency. Scorecard results~~Efficiency, which accounted for ~~these metrics are determined based on actual performance for the first three quarters of the year.~~

30%. The MDC Committee believes that Relative Tangible Economic Return is a critically important measure of our annual and long-term financial performance and supports sustained value creation for stockholders. The MDC Committee added a TSR governor to the portion of the annual incentive award tied to Relative Tangible Economic Return, which provides that the corresponding payout will be capped at 100% of target if TSR for the performance year is negative. The MDC Committee believes that the TSR governor further enhances the alignment of interests between the NEOsstockholders and stockholders. For 2022, the MDC Committee further enhanced the scorecard’s Relative Tangible Economic Return metric by increasing the relative performance level required to achieve target payout from median (50%+) to above median (55%+). Ourour Operating Efficiency goal of ~~1.40 – 1.55%~~1.40% operating expense as a percentage of equity reflects our stated long-term target operating expense ratio. Scorecard results for these metrics are determined based on actual performance for the first three quarters of the year because the annual incentive performance determinations for award payouts are generally made prior to Company and peer financial reporting for the last quarter of the year.

Of the corporate/organizational factors, risk metrics comprised 20% of the total ~~2022~~2023 corporate scorecard (and determined 15% of overall incentive award payout). ~~2022~~2023 risk metrics included two equally-weighted metrics: (1) Market Risk (as represented by our average daily liquid box); and (2) Operational Risk (as represented by our control environment ~~crisis pandemic management~~ and cyber defense). Additional ~~detail~~details on our corporate scorecard components and related performance isare set forth below.

Category

Scorecard
Weighting
Measure Criteria
Illustrative Performance
Highlights⁽¹⁾
Result⁽²⁾ Value⁽³⁾ Weighted
Score⁽⁴⁾
Financial
Performance
80% Operating Efficiency⁽⁵⁾ (Absolute)
Exceed < 1.40%
Target 1.40 – 1.55%
Threshold > 1.55%

◾ Absolute OpEx to Equity: 1.37%
Exceed 3.00 4.8
Tangible Economic Return⁽⁶⁾ (Relative with an Absolute TSR⁽⁷⁾ Governor)
Exceed > 75%
Target 55 – 75%
Threshold < 55%

◾ Relative Tangible Economic Return: 60%

◾ TSR: (38.38)%
Target 2.00 3.2
Risk
20% Market Risk (Absolute Liquid Box)
Exceed > limit
Target = limit
Threshold < limit

◾ Daily, monthly and quarterly liquidity consistently exceeded limits

◾ Maintained strong liquidity position to mitigate risk across the portfolio
Exceed 3.00 1.2

Operational
Risk
Control environment, pandemic management and cyber defense
◾ Strong control environment

◾ Uninterrupted business operations amidst transition back towards in-office work

◾ No cyber breaches at the Company throughout the year
Target 2.00 0.8
Total
100%

10.0

1.	~~Illustrative performance highlights for financial performance metrics reflect actual performance for the first three quarters of 2022.~~

2.	~~Scorecard results for financial performance metrics are determined based on actual performance for the first three quarters of 2022.~~

3.	~~Performance value is measured on a~~ ~~3-point~~ ~~scale: (1) “Threshold,” (2) “Target,” and (3) “Exceed,” with financial performance results interpolated on a linear basis.~~

4.	The highest possible aggregate weighted score is 12.00. The weighted score for each measure is calculated by multiplying (x) the scorecard weighting for each measure times (y) the value of each measure times (z) a scaling factor of 4.

5.	~~“Operating Efficiency” represents operating expenses as a percentage of average equity and excludes transaction expenses and nonrecurring items for the relevant period.~~

“Tangible Economic Return” means the Company’s change in tangible book value plus dividends declared divided by the prior period’s book value. “Relative Tangible Economic Return” is defined as the Company’s percentile ranking for the relevant period against the Performance Peer Group ranked by Tangible Economic Return results, with assessment weighted on a 70% / 30% basis of agency peers versus credit peers, which estimates the Company’s average capital allocation over the measurement period. Tangible Economic Return for the measurement period was (29.14%).

7.	~~“TSR” or “Total Stockholder Return” means the Company’s change in our common stock price plus dividends declared divided by the prior period’s common stock price.~~

Category

Scorecard
Weighting

Measure

Criteria

Illustrative Performance
Highlights(1)

Result(2)

Value(3)

Weighted
Score(4)

Financial Performance

50%

Relative Tangible Economic Return(5)

▪

Exceed >55%

▪

Target =55%

▪

Threshold <55%

▪

Relative Tangible Economic Return: 86%

Exceed

1.8

3.5

30%

Operating Efficiency(6) (Absolute)

▪

Exceed <1.40%

▪

Target =1.40%

▪

Threshold < 1.45%

▪

Absolute OpEx to Equity: 1.44%

Threshold

0.2

0.3

Risk

10%

Market Risk

(Average Daily Liquid Box)

▪

Exceed >limit

▪

Target =limit

▪

Threshold < limit

▪

Daily, monthly and quarterly liquidity consistently exceeded limits

▪

Maintained strong liquidity position to mitigate risk across the portfolio

Exceed

2.0

0.8

10%

Operational Risk

▪

Control environment and cyber defense

▪

Strong control environment

▪

No cyber breaches at the Company throughout the year

Target

1.5

0.6

TOTAL

100%

5.2

(1)

Illustrative performance highlights for financial performance metrics reflect actual performance for the first three quarters of 2023.

(2)

Scorecard results for financial performance metrics are determined based on actual performance for the first three quarters of 2023.

(3)

Performance value is measured on a 0-to-2 scale with 0 representing “Below Target,” 1 representing “Target,” and 2 representing “Exceed Target,” with financial performance results interpolated on a linear basis.

(4)

The highest possible aggregate weighted score is 8.00.

(5)

“Tangible Economic Return” or “Absolute Tangible Economic Return” means the Company’s change in tangible book value (calculated by summing common stock, additional paid-in capital, accumulated other comprehensive income (loss) and accumulated deficit less intangible assets) plus dividends declared divided by the prior period’s tangible book value. “Relative Tangible Economic Return” is defined as the Company’s percentile ranking for the relevant period against the Performance Peer Group ranked by Tangible Economic Return results, with assessment weighted on a 70% / 30% basis of agency peers (AGNC Investment Corp., ARMOUR Residential REIT, Inc., Invesco Mortgage Capital, Inc. and Orchid Island Capital, Inc.) versus credit peers (Chimera Investment Corporation, Dynex Capital, Inc., Ellington Financial Inc., MFA Financial, Inc., New York Mortgage Trust, Redwood Trust, Inc., Two Harbors Investment Corp. and, for 2023, Rithm Capital Corp.), which estimates the Company’s average capital allocation over the measurement period. Absolute Tangible Economic Return for the measurement period was 6.1%.

(6)

“Operating Efficiency” represents operating expenses as a percentage of average equity and excludes transaction expenses and nonrecurring items for the relevant period.

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COMPENSATION DISCUSSION AND ANALYSIS

The MDC Committee used the weighted score as calculated above to determine the corporate scorecard multiplier based on the scale below, ~~which reflects the introduction of~~with results interpolated on a ~~minimum performance threshold for 2022, below which no incentive payout is earned.~~linear basis.

Range

Multiplier

~~Range~~

~~Multiplier~~

~~Range~~

~~Multiplier~~

Score = 12

120% (Maximum)

Score 7.00 – 7.99

~~Score 7.20—7.99~~115% – 119.9%

Score 6.00 – 6.99

110% – 114.9%

Score 5.00 – 5.99

105% – 109.9%

Score 4.00 – 4.99

100% – 104.9%

Score 3.00 – 3.99

95% – 99.9%

Score 2.00 – 2.99

90%~~—99.9%~~ – 94.9%

Score ~~11.20—11.99~~

1.00 – 1.99

~~115%—119.9%~~85% – 89.9%

Score ~~6.50—7.19~~0.40 – 0.99

80%~~—89.9%~~ – 84.9%

Score ~~10.40—11.19~~

0.40

~~110%—114.9%~~

~~Score 4.40—6.49~~

80% (Minimum Threshold)

~~Score 9.60—10.39~~

~~105%—109.9%~~

Score < ~~4.40~~0.40

0% (Below ~~Threshold)~~

~~Score 8.00—9.59~~

~~100%—100.9%~~Threshold / No Incentive Payout)

Based on the above, the MDC Committee determined that the corporate/organizational portion of the ~~2022~~2023 annual incentives had been achieved at ~~107.5%~~105.8% of target.

(1)

~~2022 Annual Incentives~~(1)

Corporate multipliers have been rounded to the nearest tenth of a percent.

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COMPENSATION DISCUSSION AND ANALYSIS

2023 ANNUAL INCENTIVES — ~~Individual Performance~~INDIVIDUAL PERFORMANCE

While the Company’s corporate/organizational achievement determined 75% of each executive’s individual incentive award payout, the MDC Committee considered each NEO’s significant individual contributions to determine the remaining 25%. The individual achievements considered by the MDC Committee described below reflect not only each executive’s direct contribution to our financial performance, but also their contributions to our progress against our ESG, human capital management and organizational resilience goals.

~~David L. Finkelstein |Chief Executive Officer and Chief Investment Officer~~

	DAVID L. FINKELSTEIN
	Chief Executive Officer and Chief Investment Officer			2023 PERFORMANCE HIGHLIGHTS As Chief Executive Officer and Chief Investment Officer, Mr. Finkelstein is responsible for leading the Company ~~leading~~and the development and implementation of corporate policy and strategy, and serving as the primary liaison between the Board and management as well as being the primary public face of the firm.
				In ~~2022,~~2023, Mr. Finkelstein: ▪ ∎ ~~Demonstrated exceptional leadership in driving the timing and execution of the sale of the middle market lending portfolio~~ ∎ ~~Significantly advanced~~ Advanced the Company’s strategic plan focused on ~~its~~our core expertise in residential mortgage finance, ~~including through scaling~~while maintaining a defensive risk posture with low delinquencies and strong credit profile ▪ Further scaled the whole loan correspondent channel and ~~continuing~~executed 13 whole loan securitizations totaling $4.9 billion over the course of 2023 ▪ Significantly increased dedicated capital to ~~build~~ the MSR business to become the fifth largest purchaser of bulk MSR in 2023 (1) ∎▪ ~~Maintained ample liquidity~~ Continued to proactively manage and ~~appropriate~~decrease leverage profile throughout the year amidst substantial market volatility ▪ Raised $674 million of accretive common equity through the Company’s at-the-market (“ATM”) sales program(2) ▪ Led recruitment of three new highly qualified Independent Directors to the Board representing diverse views, expertise, racial/ethnic backgrounds and other demographics ▪ Drove the Company’s recognition as a ~~challenging market backdrop~~ ∎ ~~Prudently managed the portfolio~~mortgage finance thought leader through engagement with ~~reinforcement~~regulators, policymakers, members of the ~~firm’s credit-intensive culture~~ ∎ ~~Engaged women, minority~~media, the investor community, industry organizations and ~~veteran-owned broker dealers to help drive the firm’s capital markets activity~~advisory committees ▪ ∎ ~~Drove efforts to recruit, retain and promote under-represented groups~~ Oversaw ESG initiatives across the firm, including the year-over-year improvement to the Company’s ~~employee base~~ ESG ratings

~~Serena Wolfe |Chief Financial Officer~~

	SERENA WOLFE
	Chief Financial Officer			2023 PERFORMANCE HIGHLIGHTS As Chief Financial Officer, Ms. Wolfe manages the firm’s overall financial condition, as well as our financial analysis and reporting. Further to these responsibilities, she also oversees various control functions and shares responsibility for aspects of the Company’s operations and technology groups.
				In ~~2022,~~2023, Ms. Wolfe: ▪ ∎ ~~Maintained a robust control environment and nimble finance organization amidst~~ Oversaw the ~~disposition~~efficient build-out of the Company’s ~~middle market lending portfolio and the continued buildout~~finance group operations to support growth of the Company’s Residential Credit and MSR ~~business~~businesses ▪ ∎ Ensured diligent focus on costs and capital efficiencies across the Company ▪ ∎ ~~Identified strategic opportunities for~~ Led initiatives to meaningfully increase warehouse financing capacity in light of the ~~firm, including~~evolution and growth of the Company’s businesses ▪ Created a strong partnership and collaboration with investment ~~in a large venture fund focused~~teams on ~~real estate technology companies~~key accounting and reporting matters ▪ ∎ ~~Partnered with the human capital management team to roll out a firmwide culture framework~~ ∎ Represented the Company in meetings with members of the media, the investor community, industry organizations, competitors and outside parties

(1)

Information aggregated from 2023 Fannie Mae and Freddie Mac monthly loan level files by eMBS servicing transfer data as of December 31, 2023.

(2)

Net of sales agent commissions and excluding other offering expenses.

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~~Steven F. Campbell |President and Chief Operating Officer~~

	STEVEN F. CAMPBELL
	President and Chief Operating Officer			2023 PERFORMANCE HIGHLIGHTS As President and Chief Operating Officer, Mr. Campbell works closely with the executive team to help oversee Annaly’s overall strategy, operations and risk management, and shares responsibility for aspects of the Company’s technology group.
				In ~~2022,~~2023, Mr. Campbell: ▪ ∎ ~~Facilitated~~ Took on leadership of business operations with additional personnel management and led the ~~successful sale of~~initiative to gain operational synergies between the ~~middle market lending portfolio~~Company’s Residential Credit and MSR businesses ▪ ∎ Conducted business planning and budgeting for all investment and support groups ▪ ∎ ~~Effectively restructured~~ Oversaw the further buildout of the Company’s Operational Risk and Project Management functions ▪ ∎ Managed the firm’s Investor Relations and Corporate Communications efforts ▪ ∎ Led the firm’s ~~Strategy~~strategic and ~~Capital Markets~~capital markets functions amidst continued market volatility

~~Anthony C. Green |Chief Corporate Officer, Chief Legal Officer and Secretary~~

	ANTHONY C. GREEN
	Chief Corporate Officer, Chief Legal Officer and Secretary			2023 PERFORMANCE HIGHLIGHTS As Chief Corporate Officer and Chief Legal Officer, Mr. Green is responsible for overseeing the Company’s legal and compliance groups, corporate responsibility efforts, government relations ~~human capital management~~ and various control functions. He also serves as Secretary to the Board.
				In ~~2022,~~2023, Mr. Green: ▪ ∎ Played a critical role in the successful ~~execution~~identification and onboarding of three new highly qualified Independent Directors to the Board ▪ Managed corporate governance relationships with stockholders and provided oversight of the Company’s continuous stockholder engagement program ▪ Ensured appropriate legal and regulatory controls and governance in relation to the expansion of the Company’s Residential Credit and MSR businesses ▪ Provided high-level legal support of the firm’s capital markets ~~strategy~~ ∎ ~~Oversaw the firm’s human capital management function~~ ∎ ~~Provided the Company with legal advice on~~and strategic initiatives ~~including the disposition of the middle market lending portfolio and continued buildout of the Company’s MSR business~~ ▪ ∎ ~~Managed enhancements~~ Continued to ~~the Company’s compensation and ESG frameworks, with a continued emphasis on transparency and best practices~~ ∎ ~~Oversaw and expanded~~expand outside counsel incentive program to support increased diversity at the Company’s law firm partners

In light of the individual achievements highlighted above, the MDC Committee determined that each NEO achieved their individual performance objectives at 100% of target. Combined with the MDC Committee’s determination that the corporate/organizational portion of the ~~2022~~2023 annual incentives had been achieved at ~~107.5%~~105.8% of target, this resulted in a blended multiplier of ~~105.6%~~104.4% of ~~target. However,~~target prior to the application of the + / — 10% Absolute Tangible Economic Return modifier.

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COMPENSATION DISCUSSION AND ANALYSIS

2023 ANNUAL INCENTIVES — ABSOLUTE TANGIBLE ECONOMIC RETURN MODIFIER

For 2023, the MDC Committee added an Absolute Tangible Economic Return modifier to the Company’s annual incentive framework, which can impact the corporate/individual blended multiplier as much as 10% in ~~light~~either direction. The MDC Committee believes that the Absolute Tangible Economic Return modifier enhances the alignment of ~~our stock market performance and to increase alignment~~interests between the NEOs and ~~our~~ stockholders by increasing the value of absolute performance within the annual incentive program. The MDC Committee used the Company’s 2023 Absolute Tangible Economic Return of 6.1% to determine the impact to the corporate/individual blended multiplier using the scale below:

Range of Absolute Tangible Economic Return

Impact to Blended Multiplier

< (5%)

(10%)

(5%) – 0%

(10%) – (5%)

0% – 5%

(5%) – 0%

5% – 10%

10% – 15%

0% – 5%

15% – 20%

5% – 10%

> 20%

10%

Based on the above, the MDC Committee determined ~~it was appropriate~~that the Absolute Tangible Economic Return result of 6.1% and had no impact on the corporate/individual blended multiplier, resulting in a Final Multiplier of 104.4%.(1) The MDC Committee determined that annual incentive amounts for 2023 performance should reflect actual results for the year and thus determined that no adjustments to ~~exercise its authority~~such amounts were appropriate.

Name and Position	Target Value ($)		Final Multiplier(1)		Total Annual Incentive Value ($)
David L. Finkelstein Chief Executive Officer and Chief Investment Officer		15,000,000		104.4%		15,656,200
Serena Wolfe Chief Financial Officer		4,500,000		104.4%		4,696,800
Steven F. Campbell President and Chief Operating Officer		5,250,000		104.4%		5,479,600
Anthony C. Green Chief Corporate Officer and Chief Legal Officer		3,900,000		104.4%		4,070,600

(1)

The Weighted Corporate Multiplier and Final Multiplier have been rounded to ~~apply discretion~~the nearest tenth of a percent. Each executive officer’s Total Annual Incentive Value may not match dollar for dollar to ~~reduce total incentive award amounts~~the amount produced by strict application of the Final Multiplier to ~~95%~~their Target Value due to rounding. The Final Multiplier can reach a maximum of ~~target as set forth below.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~130% if the Absolute Tangible Economic Return modifier is applied at the highest level.

NEO
   Target Value    Final Multiplier    Total Annual
Incentive Value
David Finkelstein
Chief Executive Officer and Chief Investment Officer
   $13,650,000    95%    $12,968,000
Serena Wolfe
Chief Financial Officer
   $3,750,000    95%    $3,562,500
Steven F. Campbell
President and Chief Operating Officer
   $3,850,000    95%    $3,657,500
Anthony C. Green
Chief Corporate Officer and Chief Legal Officer
   $3,750,000    95%    $3,562,500

The MDC Committee then applied pay mix ratios to each NEO’s total annual incentive amount to determine the appropriate allocation between cash and ~~equity as set forth below.~~equity. For all NEOs other than the CEO, the MDC Committee determined to award 50% of total annual incentive value in the form of cash and 50% in the form of equity. For the CEO, the MDC Committee determined to increase the relative weighting of equity as a percentage of total incentive compensation to greater than 50% so that 50% of the CEO’s total direct compensation ~~opportunity~~ for ~~2022~~2023 (inclusive of his base salary) would be awarded in the form of equity. For all NEOs, the MDC Committee determined to allocate equity incentive awards evenly between RSUs and PSUs.

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COMPENSATION DISCUSSION AND ANALYSIS


		Pay Mix Ratios
~~NEO~~	NEO			Total Annual Incentive Pay Mix ~~(Cash /~~ (Cash/Equity)	Equity Component Pay Mix ~~(RSUs /~~ (RSUs/PSUs)
	Chief Executive Officer		~~46% cash / 54%~~	47% cash/53% equity	50% ~~RSUs /~~ RSUs/50% PSUs
	All Other Executive Officers			50% ~~cash /~~ cash/50% equity	50% ~~RSUs /~~ RSUs/50% PSUs

Following application of the applicable pay mix ratios to each NEO’s annual incentive amount, the MDC Committee approved (and in the case of the CEO, the MDC Committee recommended and the Independent Directors approved) the following cash and equity incentive awards for each NEO for ~~2022.~~2023. The RSU and PSU amounts reflect the grant date fair value of the award to each NEO. Additional detail about the RSUs and PSUs granted as part of the ~~2022~~2023 annual incentive award follow the table:

NEO

Cash
($)⁽¹⁾

RSUs
($)⁽²⁾

PSUs
($)⁽²⁾
   Total
David Finkelstein
Chief Executive Officer and Chief Investment Officer
   $5,984,000    $3,492,000    $3,492,000    $12,968,000
Serena Wolfe
Chief Financial Officer
   $1,781,250    $890,625    $890,625    $3,562,500
Steven F. Campbell
President and Chief Operating Officer
   $1,828,750    $914,375    $914,375    $3,657,500
Anthony C. Green
Chief Corporate Officer and Chief Legal Officer
   $1,781,250    $890,625    $890,625    $3,562,500

~~These amounts represent the annual cash incentives paid by the Company to each executive for their service in 2022 and equal the amounts reported as 2022~~
NEO
Cash(1)
($)

RSUs(2)
($)

PSUs(2)
($)
Total
($)
David L. Finkelstein
Chief Executive Officer and Chief Investment Officer 7,328,100 4,164,050 4,164,050 15,656,200

Serena Wolfe
Chief Financial Officer
2,348,400 1,174,200 1,174,200 4,696,800
Steven F. Campbell
President and Chief Operating
Officer 2,739,800 1,369,900 1,369,900 5,479,600
Anthony C. Green
Chief Corporate Officer and Chief Legal Officer 2,035,300 1,017,650 1,017,650 4,070,600

(1)

These amounts approximate the dollar value of the RSUs and target PSUs that were granted to the NEOs in early 2023 as part of their annual incentive awards for performance in 2022 (ignoring rounding to whole units) and are based on the closing price of the Company’s common stock on the date of grant (February 1, 2023). In accordance with SEC rules, these amounts do not appear as 2022 compensation in the Summary Compensation Table. ~~Rather, the grant date fair value for these awards will appear as 2023 compensation in the “Stock Awards” column in next year’s Summary Compensation Table.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

(2)

2023 Annual Incentives –— Grant of RSUs

RSUs granted to the NEOs in early ~~2023~~2024 as part of their total incentive awards for ~~2022~~2023 will vest in three equal installments, beginning in February ~~2024~~2025, subject to the NEO’s continued employment. The number of RSUs granted is based on the closing price of our common stock on the date of grant (February 1, ~~2023)~~2024). The following chart summarizes the RSUs granted to the NEOs as part of their total incentive awards for ~~2022:~~2023:

     RSUs
NEO
     ($)         (#)
David L. Finkelstein
     3,492,000         145,500
Serena Wolfe
     890,625         37,109
Steven F. Campbell
     914,375         38,098
Anthony C. Green
     890,625         37,109

~~2022~~

	RSUs
NEO	($)		(#)
David L. Finkelstein		4,164,050		212,777
Serena Wolfe		1,174,200		60,000
Steven F. Campbell		1,369,900		70,000
Anthony C. Green		1,017,650		52,000

2023 Annual Incentives –— Grant of PSUs

Payouts of the PSUs granted to the NEOs in early ~~2023~~2024 as part of their total incentive awards for ~~2022~~2023 will be determined at the end of the performance period (January 1, ~~2023 –~~2024 — December 31, ~~2025)~~2026) based on the achievement of performance targets established by the MDC Committee at the beginning of the performance period. The PSUs utilize two equally-weighted performance measures –— Relative Tangible Economic Return and Average EAD Return on Equity. The MDC Committee believes Relative Tangible Economic Return represents a critically important measure of the Company’s annual and long-term financial performance and supports sustained value creation for stockholders, and that Average EAD Return on Equity is also a relevant performance measure for PSU vesting as it reflects our progress in generating net income for stockholders and optimizing returns through prudent portfolio management. The MDC Committee added

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COMPENSATION DISCUSSION AND ANALYSIS

a TSR governor to the portion of the PSU awards tied to Relative Tangible Economic Return, which provides that the percentage of applicable target PSUs earned will be capped at 100% if TSR for the three-year performance period is negative. The MDC Committee believes that the TSR governor further enhances the alignment of interests between the NEOs and stockholders.

The number of target PSUs granted is based on the closing price of our common stock on the date of grant (February 1, ~~2023)~~2024). The following chart summarizes the target value and number of PSUs granted to the NEOs as part of their total incentive awards for ~~2022:~~

     Target PSUs
NEO
     ($)         (#)
David L. Finkelstein
     3,492,000         145,500
Serena Wolfe
     890,625         37,109
Steve F. Campbell
     914,375         38,098
Anthony C. Green
     890,625         37,109

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~2023:

	Target PSUs
NEO	($)		(#)
David L. Finkelstein		4,164,050		212,777
Serena Wolfe		1,174,200		60,000
Steven F. Campbell		1,369,900		70,000
Anthony C. Green		1,017,650		52,000

At the end of the performance period, the MDC Committee will evaluate our actual performance against the rigorous targets it set at the start of the performance period (which, for Relative Tangible Economic Return, includes requiring above peer median performance) and determine payouts using the formula set forth below:

Performance Metric⁽¹⁾
   Metric Weight     Performance    Percent of Target PSUs Earned
Relative Tangible Economic Return⁽²⁾
   50% <25^th Percentile    0%
25^th Percentile (threshold)    50%
55^th Percentile (target)⁽³⁾    100%
75^th Percentile (above target)⁽³⁾    125%
>90^th Percentile (maximum)⁽³⁾    150%
Average EAD Return on Equity⁽⁴⁾
   50% <9.00%    0%
9.00% (threshold)    50%
9.50% (target)    100%
10.00% (above target)    125%
10.75% (maximum)    150%

Performance Metric(1)
Metric Weight Performance Percent of Target PSUs Earned
Relative Tangible Economic Return(2)
50% <25th Percentile 0%
25th Percentile (threshold) 50%

55th Percentile (target)(3)
100%

75th Percentile (above target)(3)
125%

>90th Percentile (maximum)(3)
150%
Average EAD Return on Equity(4)
50% <9.00% 0%
9.00% (threshold) 50%
9.50% (target) 100%
10.00% (above target) 125%
10.75% (maximum) 150%

(1)

For performance results between the achievement levels specified for each performance goal above threshold levels, the number of PSUs for that portion ~~of the award shall be determined by interpolating results on a straight line basis.~~

“Tangible Economic Return” means the Company’s change in tangible book value plus dividends declared divided by the prior period’s book value. “Relative Tangible Economic Return” is defined as the Company’s quartile ranking for the three-year performance period against the Performance Peer Group ranked by Tangible Economic Return results, with assessment against peers weighted based on the Company’s annual average capital allocation between agency and credit investments throughout the three-year performance period.

The percentage of applicable target PSUs earned is capped at 100% if Total Stockholder Return for the three-year performance period is negative. “Total Stockholder Return” means the Company’s change in our common stock price plus dividends declared divided by the prior period’s common stock price. Share price for the beginning of the performance period is calculated as the average of the NYSE closing prices of the Company’s common stock on the last 15 trading days ending on the first day of the performance period. Share price for the end of the performance period is calculated as the average of the NYSE closing prices of the Company’s common stock on the last 15 trading days ending on the last day of the performance period.

“Average EAD Return on Equity” means the average of the EAD Return on Equity for the twelve (12) fiscal quarters during the three-year performance period expressed as an annualized average. “EAD Return on Equity” means, for a fiscal quarter, the Company’s “EAD return on average equity (excluding PAA)” (defined as EAD (excluding PAA) over average stockholders’ equity for the quarter), as reported in the Company’s Form ~~10-Q~~ ~~or Form~~ ~~10-K~~ ~~for the quarter or the respective earnings release. The Company’s EAD measures are~~ ~~non-GAAP~~ ~~measures; see~~ ~~Appendix~~ ~~for a reconciliation of~~ ~~non-GAAP~~ ~~financial measures to the most directly comparable GAAP measures.~~

~~Payout of Internalization PSUs Granted in 2020~~⁽¹⁾

~~In connection with the closing~~ of the ~~Internalization,~~award shall be determined by interpolating results on a straight-line basis.

(2)

(3)

The percentage of applicable target PSUs earned is capped at 100% for this performance metric if Total Stockholder Return for the three-year performance period is negative. “Total Stockholder Return” means the Company’s change in our common stock price plus dividends declared divided by the prior period’s common stock price. Share price for the beginning of the performance period is calculated as the average of the NYSE closing prices of the Company’s common stock on the last 15 trading days ending on the first day of the performance period. Share price for the end of the performance period is calculated as the average of the NYSE closing prices of the Company’s common stock on the last 15 trading days ending on the last day of the performance period.

(4)

“Average EAD Return on Equity” means the average of the EAD Return on Equity for the twelve (12) fiscal quarters during the three-year performance period expressed as an annualized average. “EAD Return on Equity” means, for a fiscal quarter, the Company’s “EAD return on average equity (excluding PAA)” (defined as EAD (excluding PAA) over average stockholders’ equity for the quarter), as reported in the Company’s Form 10-Q or Form 10-K for the quarter or the respective earnings release. The Company’s EAD measures are non-GAAP measures; see Appendix for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures.

50 | ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

PAYOUT OF PSUs GRANTED IN 2021

In early 2021, the MDC Committee granted ~~Mr. Finkelstein 95,274~~ target PSUs ~~on June 30, 2020 (the “Internalization PSUs”).~~to Ms. Wolfe and Messrs. Campbell and Green as part of their total annual incentive compensation for 2020.(1) The payout of ~~the Internalization~~these PSUs was determined following the end of the performance period (January 1, ~~2020 –~~2021 — December 31, ~~2022)~~2023) based on the achievement of performance targets established by the MDC Committee ~~prior to~~at the ~~closing~~beginning of the ~~Internalization~~performance period as set forth below:

Performance Metric⁽²⁾
   Metric Weight     Performance    Percent of Target PSUs Earned
Relative Tangible Economic Return⁽³⁾
   50% <25^th Percentile    0%
25^th Percentile (threshold)    50%
50^th Percentile (target)    100%
75^th Percentile    125%
>90^th Percentile (maximum)    150%
Average EAD Return on Equity⁽⁴⁾
   50% <9.0% (threshold)    0%
9.5% (threshold)    75%
10.4% (target)    100%
10.65% (above target)    125%
11.25% (maximum)    150%

1.	We completed a 1-for-4 for reverse stock split of our outstanding common stock on September 23, 2022. Numbers of PSUs in this section have been adjusted to reflect the number of shares of common stock after giving effect to the reverse stock split.

2.	For the performance results between the achievement levels specified for each performance goal above threshold levels, the number of PSUs for that portion of the award was determined by interpolating results on a straight line basis. These are the same goals (measured over different performance

Performance Metric(2)

Relative Tangible Economic Return(3)

75th Percentile (above target)(4)

>90th Percentile (maximum)(4)

Average EAD Return on Equity(5)

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~Mr. Finkelstein did not receive an award of PSUs in early 2021 as part of his total annual incentive compensation for 2020 as he instead received a one-time PSU grant in June 2020 upon the completion of the Company’s management internalization transaction, which the MDC Committee considered to be part of Mr. Finkelstein’s total annual incentive compensation for 2020 performance.

periods) as used for the PSUs granted in subsequent years, except that the MDC Committee did not include a Total Stockholder Return governor on the Relative Tangible Economic Return measure when these PSUs were approved at the time of the Internalization.

“Tangible Economic Return” meant the Company’s change in tangible book value plus dividends declared divided by the prior period’s book value. “Relative Tangible Economic Return” was defined as the Company’s quartile ranking for the three-year performance period against the Performance Peer Group ranked by Tangible Economic Return results.

“Average EAD Return on Equity” (known as Average Core Return on Equity at the time of grant) meant the average of the EAD Return on Equity for the twelve (12) fiscal quarters during the three-year performance period expressed as an annualized average. “EAD Return on Equity” meant, for a fiscal quarter, the Company’s “EAD return on average equity (excluding PAA)” (defined as EAD (excluding PAA) over average stockholders’ equity for the quarter), as reported in the Company’s Form ~~10-Q~~ ~~or Form~~ ~~10-K~~ ~~for the quarter or the respective earnings release. The Company’s EAD measures are~~ ~~non-GAAP~~ ~~measures; see~~ ~~Appendix~~ ~~for a reconciliation of~~ ~~non-GAAP~~ ~~financial measures to the most directly comparable GAAP measures.~~

For the performance results between the achievement levels specified for each performance goal above threshold levels, the number of PSUs for that portion of the award was determined by interpolating results on a straight-line basis.

“Tangible Economic Return” or “Absolute Tangible Economic Return” means the Company’s change in tangible book value (calculated by summing common stock, additional paid-in capital, accumulated other comprehensive income (loss) and accumulated deficit less intangible assets) plus dividends declared divided by the prior period’s tangible book value. “Relative Tangible Economic Return” is defined as the Company’s quartile ranking for the three-year performance period against the Performance Peer Group ranked by Absolute Tangible Economic Return results. For purposes of the PSUs granted in 2021, the Performance Peer Group included AGNC Investment Corp., ARMOUR Residential REIT, Inc., Chimera Investment Corporation, Dynex Capital, Inc., Invesco Mortgage Capital, Inc., MFA Financial, Inc., New York Mortgage Trust and Two Harbors Investment Corp.

The percentage of applicable target PSUs earned for the Relative Tangible Economic Return performance metric is capped at 100% if Total Stockholder Return for the three-year performance period is negative. “Total Stockholder Return” means the Company’s change in our common stock price plus dividends declared divided by the prior period’s common stock price. Share price at the beginning of the performance period is calculated as the average of the NYSE closing prices of the Company’s common stock on the last 15 trading days ending on the first day of the performance period. Share price for the end of the performance period is calculated as the average of the NYSE closing prices of the Company’s common stock on the last 15 trading days ending on the last day of the performance period.

“Average EAD Return on Equity” (known as Average Core Return on Equity at the time of grant) means the average of the EAD Return on Equity for the twelve (12) fiscal quarters during the three-year performance period expressed as an annualized average. “EAD Return on Equity” means, for a fiscal quarter, the Company’s “EAD return on average equity (excluding PAA)” (defined as EAD (excluding PAA) over average stockholders’ equity for the quarter), as reported in the Company’s Form 10-Q or Form 10-K for the quarter or the respective earnings release. The Company’s EAD measures are non-GAAP measures; see Appendix for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures.

Following the end of the performance period, the MDC Committee determined that the Company had achieved:

Relative Tangible Economic Return in the 84⁷⁴th percentile and Total Stockholder Return of (15.3%), resulting in achievement of ~~130%~~100% of the target ~~Internalization~~ PSUs tied to such metric; and

Average EAD Return on Equity of ~~13.80%~~14.29% resulting in achievement of 150% of the target ~~Internalization~~ PSUs tied to such metric.

Given the fact that these two performance metrics were equally-weighted, our overall achievement resulted in a blended multiplier of ~~140%~~125% of target and a final payout, including related dividend equivalents, as set forth below:

We completed a 1-for-4 for reverse stock split of ~~46,733~~our outstanding common stock on September 23, 2022. Numbers of PSUs ~~for Mr. Finkelstein.~~have been adjusted to reflect the number of shares of common stock after giving effect to the reverse stock split.

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

DIVIDEND EQUIVALENTS ON RSUs AND PSUs

Awards of RSUs and PSUs will accrue dividend equivalents (as additional stock units) as if the awards were outstanding shares of our common stock, but the dividend equivalents will be paid only if and to the extent the underlying award becomes earned and vested. As a mortgage REIT, dividends are a key component of our TSR. The MDC Committee believes that allowing dividend equivalents to accrue on outstanding awards will further focus the NEOs on achieving our financial performance goals and returning earnings to stockholders through dividends.

~~Other Compensation~~OTHER COMPENSATION

We maintain a group excess liability coverage policy on behalf of members of our Operating Committee. Each of our executive officers are members of our Operating Committee and receive liability coverage under the policy. The premiums for the policy, which in ~~2022~~2023 was ~~$2,532~~$3,000 for each NEO, were paid by the Company.

~~Severance Arrangements~~SEVERANCE ARRANGEMENTS

The ~~currently active~~ NEOs are eligible to participate in an Executive Severance Plan, which we adopted effective July 1, 2020. The Executive Severance Plan provides benefits upon a participant’s involuntary termination of employment by the Company without “cause” ~~(as~~(as defined in the plan) based on the participant’s title, base salary and average or target cash bonus (depending on the year of termination). The MDC Committee believes that providing appropriate, market-competitive severance benefits helps us attract and retain highly qualified executives by mitigating the risks associated with leaving a prior employer to join the Company and by providing income continuity following an unexpected termination of employment by the Company without cause. The Executive Severance Plan does not provide any benefits upon a participant’s retirement or voluntary resignation from the Company, any benefits that are triggered in whole or in part solely by a change in control of the Company ~~nor does it provide for~~or any tax gross-ups on change in control-related excise taxes (or otherwise).

In connection with Messrs. Ertas and Coffey’s involuntary terminations by the Company without cause effective November 2022 and February 2022, respectively, Messrs. Ertas and Coffey received the severance payments and benefits provided under the Executive Severance Plan, as well as the continued vesting of their outstanding equity awards pursuant to the terms of the applicable equity award agreements (including, as applicable, the satisfaction of any time and/or performance conditions therein). In connection with their terminations, Messrs. Ertas and Coffey entered into separation and release agreements pursuant to the terms of the Executive Severance Plan. The Executive Severance Plan is more fully described under “Potential Payments ~~upon~~Upon Termination or Change in Control” below.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~Compensation Paid to Former Executive Officers~~4.

As described above, in light of their involuntary terminations by the Company without cause in November 2022 and February 2022, respectively, our former Chief Investment Officer Mr. Ertas and former Chief Credit Officer Mr. Coffey were ineligible to receive incentive awards for 2022 performance and received the majority of their compensation for 2022 in the form of severance. An overview of each element of such former executives’ 2022 total direct compensation from the Company is set forth below:

Total Direct
Compensation
Element

Context

Total

I. Ertas

T. Coffey

Salary

∎ Received pro-rata portion of their $750,000 annual salaries through their respective termination dates
$687,500 $93,750
Cash Award for 2022 Performance

∎ Ineligible to receive incentive awards for 2022 performance due to their respective involuntary terminations by the Company without cause during 2022
$0 $0
Equity Award for 2022 Performance⁽¹⁾

∎ Ineligible to receive incentive awards for 2022 performance due to their respective involuntary terminations by the Company without cause during 2022
$0 $0
Cash Severance Benefits Under the Executive Severance Plan

∎ Received cash severance benefits in an amount equal to the sum of (i) 1.25 times their annual base salary ($750,000 salary for each of Messrs. Ertas and Coffey) and (ii) 1.25 times their target cash bonus for the plan year in which the involuntary termination of employment occurred (target of $2,375,000 for Mr. Ertas and $2,125,000 for Mr. Coffey)
$3,906,250 $3,593,750
Pro-rated Cash Bonus Payment Under the Executive Severance Plan

∎ An executive officer who experiences an involuntary termination of employment without cause after March 31st of a calendar year will be eligible to receive a prorated cash bonus payment based on the amount of their cash bonus earned for the prior year. Accordingly, based on their respective termination dates, Mr. Ertas received a pro-rated cash bonus payment, while Mr. Coffey did not.
$2,101,442 $0

1.	While Messrs. Ertas and Coffey did not receive incentive awards for their performance in 2022, the equity awards they received in early 2022 as part of their annual incentives for performance in 2021 appear as 2022 compensation in the “Stock Awards” column in the ~~Summary Compensation Table~~.

Executive Compensation Policies

~~Stock Ownership Guidelines~~STOCK OWNERSHIP GUIDELINES

	Position
~~Position~~		Annaly Ownership Guideline
	Chief Executive Officer		6x base salary
	All Other Executive Officers		3x base salary

We believe that stock ownership guidelines further align the interests of our executive officers with those of our stockholders by promoting a long-term focus and long-term share ownership. All executive officers are subject to robust stock ownership guidelines expressed as a multiple of their base salary. Shares counting toward the guideline include ~~shares that are owned outright~~common stock held and ~~any shares of~~unvested RSUs. Unvested PSUs do not count toward the stock ~~received from vested equity awards.~~ownership guidelines.

Stock Retention

Executive officers are required to hold shares received under awards (after taxes) until the later of (i) one year after the shares were acquired upon exercise or vesting or (ii) the date that their applicable stock ownership guidelines are met.

~~Clawback Policy~~CLAWBACK POLICIES

The MDC Committee has adopted ~~an enhanced~~two clawback policy requiring the recoupment of certain annual cash incentive compensation and equity compensation paid or granted to executive officers within three years preceding: (i) certain accounting restatements,policies — one that applies on a no-fault basis if the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under the federal securities laws (the “Restatement Clawback Policy”) and one that applies if an executive officer ~~engaged~~engages in ~~fraud or misconduct, or recklessly or negligently failed~~certain “detrimental conduct” that does not result in an accounting restatement (the “Misconduct Clawback Policy”). The Restatement Clawback Policy, which became effective in fall 2023, is intended to ~~prevent~~comply with the ~~fraud or misconduct,~~requirements of Exchange Act Rule 10D-1 and the applicable NYSE listing standards. The Restatement Clawback Policy requires that, ~~caused or significantly contributed~~in the event of a restatement of any financial measure used in determining performance-based compensation for an executive officer, any incentive-based compensation received by any “Covered Executive” (i.e., any Section 16 officer who

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TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

served during the performance period applicable to the ~~need for~~financial restatement) in excess of what would have been received if determined based on the ~~accounting restatement, or (ii)~~restated financial measure, during the three completed fiscal years immediately preceding the “Recoupment Trigger Date”, will be recovered by the Company, subject to limited exceptions as provided in NYSE listing standards. The Misconduct Clawback Policy applies following the MDC Committee’s determination that an executive officer has engaged in certain “detrimental conduct,” including breach of a fiduciary duty, willful misconduct or gross negligence in connection with their employment, illegal activity, an intentional violation of Company policies and conduct otherwise injurious to the Company, our reputation, character or standing. In 2022, the SEC adopted final rules related to clawbacks under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules direct securities exchanges to implement listing standards that will require public companies to maintain and disclose a clawback policy that meets specified requirements. The MDC Committee intends to reevaluate the Company’s clawback policy in light of the final rules, after the NYSE finalizes the applicable listing standards and in accordance with the required deadlines.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

PROHIBITION ON HEDGING COMPANY SECURITIES~~Prohibition on Hedging Company Securities~~

Employees, executive officers and Directors are prohibited from engaging in any hedging transactions with respect to Company securities held by them, including shares acquired in open market transactions or through our equity compensation program. Such prohibited transactions include the purchase of any financial instrument (including forward contracts and zero cost collars) designed to hedge or offset any decrease in the market value of Company securities.

~~Prohibition on Pledging Company Securities~~PROHIBITION ON PLEDGING COMPANY SECURITIES

The Company has a policy prohibiting employees, executive officers and Directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

~~Risks Related to Compensation Policies and Practices~~RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES

The MDC Committee is responsible for reviewing our compensation policies and practices to assess whether they could lead to excessive risk taking, the manner in which any compensation-related risks are monitored and mitigated and any adjustments necessary to address changes in the Company’s risk profile. The MDC Committee conducted a compensation risk assessment for ~~2022~~2023 with the assistance of its independent compensation consultant, F. W. Cook, and determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Report of the Compensation Committee

The MDC Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the MDC Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

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Vicki Williams, ~~(Chair)~~

Chair

Francine J. Bovich

Thomas Hamilton

Kathy Hopinkah Hannan

John H. Schaefer

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 53

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following Summary Compensation Table provides information concerning the compensation of our NEOs paid or awarded during the fiscal year ended December 31, ~~2022~~2023 and the prior two fiscal years. ~~As previously noted, we were externally managed before July 1, 2020, and prior to that time we did not directly pay compensation to the NEOs.~~ As explained in the Compensation Discussion and Analysis, above, the NEOs were also awarded RSUs and PSUs as part of their total annual incentive award for ~~2022~~2023 performance, but because those equity awards were granted in early ~~2023,~~2024, in accordance with SEC rules they do not appear in this year’s Summary Compensation Table; however, in order to provide a complete picture of compensation paid or awarded to NEOs for service in ~~2022,~~2023, these awards are included in the Total Direct Compensation Table on page ~~36,~~39 of this Proxy Statement, which is intended to supplement the Summary Compensation Table. Please see the Compensation Discussion and Analysis above for a full discussion as to how the MDC Committee determined cash and equity awards for the NEOs linked to Company and individual performance for ~~2022.~~2023.

Name and Principal Position      Year    Salary ($)    Bonus ($)    Stock Awards ($)⁽¹⁾    All Other
Compensation ($)    Total⁽²⁾
David L. Finkelstein
Chief Executive Officer,
Chief Investment Officer and Director
     2022    $1,000,000    $5,984,000    $7,324,950    $14,732 ⁽³⁾    $14,323,682
     2021    $1,000,000    $6,325,000    $1,800,001    $13,763    $9,138,764
     2020    $500,000    $7,200,000    $5,000,006    $3,772    $12,703,778
Serena Wolfe
Chief Financial Officer
     2022    $750,000    $1,781,250    $749,992    $13,032 ⁽⁴⁾    $3,294,274
     2021    $750,000    $3,000,000    $399,999    $12,363    $4,162,362
     2020    $375,000    $2,600,000    —    $29,831    $3,004,831
Steven F. Campbell⁽⁵⁾
President and
Chief Operating Officer
     2022    $750,000    $1,828,750    $1,799,961    $14,732 ⁽³⁾    $4,393,443
     2021    —    —    —    —    —
     2020    —    —    —    —    —
Anthony C. Green
Chief Corporate Officer, Chief
Legal Officer and Secretary
     2022    $750,000    $1,781,250    $1,874,948    $14,732 ⁽³⁾    $4,420,930
     2021    $750,000    $1,875,000    $1,100,000    $13,763    $3,738,763
     2020    $375,000    $2,800,000    $500,003    $3,772    $3,678,775
Ilker Ertas⁽⁶⁾
Former Chief Investment Officer
     2022    $687,500    —    $2,324,962    $6,065,692 ⁽⁷⁾    $9,078,154
     2021    $750,000    $2,325,000    $1,100,002    $13,763    $4,088,765
     2020    $375,000    $3,350,000    $100,058    $2,328    $3,827,386
Timothy P. Coffey⁽⁸⁾
Former Chief Credit Officer
     2022    $93,750    —    $2,174,989    $3,644,947 ⁽⁹⁾    $5,913,686
     2021    $750,000    $2,175,000    $599,995    $13,763    $3,538,758
     2020    $375,000    $3,200,000    $1,250,001    $4,278    $4,829,279

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Award(1) ($)		All Other Compensation ($)		Total ($)
David L. Finkelstein Chief Executive Officer, Chief Investment Officer and Director		2023		1,000,000		7,328,100		6,984,000		15,200(2)		15,327,300
		2022		1,000,000		5,984,000		7,324,950		14,732		14,323,682
		2021		1,000,000		6,325,000		1,800,001		13,763		9,138,764
Serena Wolfe Chief Financial Officer		2023		750,000		2,348,400		1,781,232		14,250(3)		4,893,882
		2022		750,000		1,781,250		749,992		13,032		3,294,274
		2021		750,000		3,000,000		399,999		12,363		4,162,362
Steven F. Campbell(4) President and Chief Operating Officer		2023		750,000		2,739,800		1,828,704		15,200(2)		5,333,704
		2022		750,000		1,828,750		1,799,961		14,732		4,393,443
		2021		—		—		—		—		—
Anthony C. Green Chief Corporate Officer, Chief Legal Officer and Secretary		2023		750,000		2,035,300		1,781,232		15,200(2)		4,581,732
		2022		750,000		1,781,250		1,874,948		14,732		4,420,930
		2021		750,000		1,875,000		1,100,000		13,763		3,738,763

(1)

These amounts equal the aggregate grant date fair value of stock awards, inclusive of RSUs and/or PSUs, granted during the applicable fiscal year. The grant date fair value of RSUs was determined based on the closing price of the Company’s common stock on the grant date. The grant date fair value of PSUs with performance conditions was determined based on the closing price of the Company’s common stock on the grant date assuming a probable outcome that the PSUs would become earned at target. Assuming the maximum level of performance, the grant date fair value of the stock awards granted during 2023 would be:

1.	These amounts equal the aggregate grant date fair value of stock awards, inclusive of RSUs and/or PSUs, granted during the applicable fiscal year. The grant date fair value of RSUs were determined based on the closing price of the Company’s common stock on the grant date. The grant date fair value of PSUs with performance conditions were determined based on the closing price of the Company’s common stock on the grant date assuming a probable outcome that the PSUs would become earned at target. Assuming the maximum level of performance, the grant date fair value of the stock awards granted during 2022 would be: $8,834,734 for Mr.Name	Grant Date Fair Value
	David L. Finkelstein ~~$904,556 for Ms.~~	$8,515,388
	Serena Wolfe ~~$2,170,955 for Mr.~~	$2,171,800
	Steven F. Campbell ~~$2,261,397 for Mr.~~	$2,229,676
	Anthony C. Green $2,804,162 for Mr. Ertas and $2,623,277 for Mr. Coffey. For more information about the assumptions used for determining the grant date fair value of the NEOs’ equity awards, see Note 16, “Long-Term Stock Incentive Plan,” of Notes to the consolidated financial statements included in the Company’s Annual Report on Form ~~10-K~~ ~~for the fiscal year ended December 31, 2022.~~	$2,171,800

2.	~~Excludes compensation paid by the Former Manager for the period from January 1, 2020 through June 30, 2020.~~

3.	~~Includes Company-paid group excess liability insurance premiums ($2,532) and 401(k) match ($12,200).~~

4.	~~Includes Company-paid group excess liability insurance premiums ($2,532) and 401(k) match ($10,500).~~

5.	~~Mr. Campbell was not a named executive officer in 2020 or 2021.~~

6.	~~Effective November 2022, Mr. Ertas was involuntarily terminated by the Company without cause.~~

7.	Includes Company-paid group excess liability insurance premiums ($2,532) and 401(k) match ($12,200). Also includes a cash severance benefit in the amount of $3,906,250, a cash payment for accrued and unused vacation in the amount of $43,268, and a ~~pro-rated~~ ~~cash bonus payment of $2,101,442.~~

8.	~~Effective February 2022, Mr. Coffey was involuntarily terminated by the Company without cause.~~

Includes Company-paid group excess liability insurance premiums ($2,532) and 401(k) match ($2,313). Also includes a cash severance benefit in the amount of $3,593,750, a cash payment for accrued and unused vacation in the amount of $24,035, as well as $22,317 for Mr. Coffey’s legal fees related to his separation and release agreement.

50For more information about the assumptions used for determining the grant date fair value of the NEOs’ equity awards, see Note 16, “

Long-Term Stock Incentive Plan,” of Notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

(2)

Includes Company-paid group excess liability insurance premiums ($3,000) and Company matching contributions to the Company’s 401(k) plan ($12,200).

(3)

Includes Company-paid group excess liability insurance premiums ($3,000) and Company matching contributions to the Company’s 401(k) plan ($11,250).

(4)

Mr. Campbell was not an NEO in 2021.

54 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

Grants of Plan-Based Awards

The following table summarizes certain information regarding all plan-based awards granted to the NEOs during the year ended December 31, ~~2022.~~2023. See “~~2022~~2023 Annual Incentives –— Cash and Equity Awards” in the Compensation Discussion and Analysis above for a description of the plan-based awards.

Estimated Future Payouts Under Equity Incentive
Plan Awards (# of Shares of Common Stock)⁽¹⁾⁽²⁾


  Name    Grant Date    Type of Award    Threshold    Target    Maximum    All Other Stock
Awards:
Number of
Shares of
Stock⁽³⁾    Grant Date
Fair Value of
Stock Awards
($)⁽⁴⁾
David L. Finkelstein
   2/01/2022    RSU    —    —    —    116,048    $3,662,475
   2/01/2022    PSU    29,012    116,048    174,072    —    $3,662,475
Serena Wolfe
   2/01/2022    RSU    —    —    —    11,882    $374,996
   2/01/2022    PSU    2,971    11,882    17,823    —    $374,996
Steven F. Campbell
   2/01/2022    RSU    —    —    —    28,517    $899,997
   2/01/2022    PSU    7,129    28,516    42,774    —    $899,965
Anthony C. Green
   2/01/2022    RSU    —    —    —    29,705    $937,490
   2/01/2022    PSU    7,426    29,704    44,556    —    $937,458
Ilker Ertas
   2/01/2022    RSU    —    —    —    36,834    $1,162,481
   2/01/2022    PSU    9,209    36,834    55,251    —    $1,162,481
Timothy P. Coffey
   2/01/2022    RSU    —    —    —    34,458    $1,087,494
   2/01/2022    PSU    8,615    34,458    51,687    —    $1,087,494

Amounts represent the number of shares to be earned at threshold, target, and maximum performance (before dividend equivalents) for the PSUs granted in early 2022 based on 2021 performance. For additional details about these PSUs, see “2021 Annual Incentives — Grant of PSUs” in the Compensation Discussion and Analysis included in the Company’s proxy statement filed in April 2022.

2.	We completed a 1-for-4 reverse stock split of our outstanding common stock on September 23, 2022. Number of shares of common stock in this table reflect the number of shares of common stock after giving effect to the reverse stock split.

3.	Amounts represent the number of RSUs granted in early 2022 based on 2021 performance. For additional details about these PSUs, see “2021 Annual Incentives — Grant of RSUs” in the Compensation Discussion and Analysis included in the Company’s proxy statement filed in April 2022.

4.	~~See Footnote 1 to the~~ ~~Summary Compensation Table~~ ~~for additional information on how the grant date fair value for these awards was determined.~~

Name	Grant Date		Type of Award		Estimated Future Payouts Under Equity Incentive Plan Awards (# of Shares of Common Stock)(1)						All Other Stock Awards: Number of Shares of Stock(2) (#)		Grant Date Fair Value of Stock Awards(3) ($)
Name	Grant Date		Type of Award		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock(2) (#)		Grant Date Fair Value of Stock Awards(3) ($)
David L. Finkelstein		2/01/2023		RSU		0		0		0		145,500		3,492,000
David L. Finkelstein		2/01/2023		PSU		36,375		145,500		218,250		0		3,492,000
Serena Wolfe		2/01/2023		RSU		0		0		0		37,109		890,616
Serena Wolfe		2/01/2023		PSU		9,277		37,109		55,664		0		890,616
Steven F. Campbell		2/01/2023		RSU		0		0		0		38,098		914,352
Steven F. Campbell		2/01/2023		PSU		9,525		38,098		51,147		0		914,352
Anthony C. Green		2/01/2023		RSU		0		0		0		37,109		890,616
Anthony C. Green		2/01/2023		PSU		9,277		37,109		55,664		0		890,616

(1)

Amounts represent the number of shares to be earned at threshold, target and maximum performance (before dividend equivalents) for the PSUs granted in early 2023 based on 2022 performance. For additional details about these PSUs, see “2022 Annual Incentives —Grant of PSUs” in the Compensation Discussion and Analysis included in the Company’s proxy statement filed in April 2023.

(2)

Amounts represent the number of RSUs granted in early 2023 based on 2022 performance. For additional details about these PSUs, see “2022 Annual Incentives — Grant of RSUs” in the Compensation Discussion and Analysis included in the Company’s proxy statement filed in April 2023.

(3)

See Footnote 1 to the Summary Compensation Table for additional information on how the grant date fair value for these awards was determined.

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 55

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes ~~certain information regarding~~the value and number of shares underlying the outstanding equity awards ofheld by the NEOs ~~during the year ended~~as of December 31, ~~2022.~~2023. All market or payout values in the table shown for stock awards are based on the closing price of the Company’s common stock on December ~~31, 2022~~29, 2023 of ~~$21.08~~$19.37 per share.

   Stock Awards
  Name


Grant Date


Number of Shares or
Units of Stock That Have
Not Vested (#)⁽¹⁾⁽²⁾


Market Value of Shares
or Units of Stock That
Have Not Vested ($)


Equity Incentive Plan
Awards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested (#)⁽²⁾⁽³⁾


Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested ($)

David L. Finkelstein
   6/30/2020    42,900    $904,331    —    —
   1/29/2021    45,769    $964,809    —    —
   2/1/2022    129,738    $2,734,876    —    —
   2/1/2022    —    —    162,172    $3,418,595
Serena Wolfe
   1/29/2021    7,627    $160,787    —    —
   1/29/2021    —    —    4,766    $100,464
   2/1/2022    13,284    $280,019    —    —
   2/1/2022    —    —    16,605    $350,023
Steven F. Campbell
   1/31/2020    1,194    $25,171    —    —
   1/29/2021    11,441    $241,180    —    —
   1/29/2021    —    —    4,766    $100,464
   2/1/2022    31,881    $672,050    —    —
   2/1/2022    —    —    39,850    $840,034
Anthony C. Green
   6/30/2020    8,579    $180,835    —    —
   1/29/2021    16,258    $348,401    —    —
   1/29/2021    —    —    21,452    $452,199
   2/1/2022    33,209    $700,047    —    —
   2/1/2022    —    —    41,510    $875,031
Ilker Ertas
   1/31/2020    1,194    $25,171    —    —
   1/29/2021    19,071    $402,011    —    —
   1/29/2021    —    —    11,917    $251,216
   2/1/2022    41,179    $868,054    —    —
   2/1/2022    —    —    51,474    $1,085,068
Timothy P. Coffey
   6/30/2020    21,449    $452,155    —    —
   1/29/2021    2,542    $53,588    —    —
   1/29/2021    —    —    23,387    $502,486
   2/1/2022    38,523    $812,059    —    —
   2/1/2022    —    —    48,153    $1,015,074

	Stock Awards
Name	Grant Date		Number of Shares or Units of Stock that Have Not Vested(1)(2) (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(2)(3) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
David L. Finkelstein		2/1/2021		26,360		510,602		0		0
		2/1/2022		99,633		1,929,896		0		0
		2/1/2022		0		0		224,179		4,342,341
		2/1/2023		161,552		3,129,268		0		0
		2/1/2023		0		0		242,328		4,693,903
Serena Wolfe		2/1/2021		4,392		85,069		0		0
		2/1/2022		10,000		197,578		0		0
		2/1/2022		0		0		22,953		444,604
		2/1/2023		41,203		798,103		0		0
		2/1/2023		0		0		61,805		1,197,155
Steven F. Campbell		2/1/2021		6,589		127,631		0		0
		2/1/2022		25,502		474,235		0		0
		2/1/2022		0		0		57,381		1,111,474
		2/1/2023		41,203		819,373		0		0
		2/1/2023		0		0		63,452		1,229,060
Anthony C. Green		2/1/2021		9,518		184,355		0		0
		2/1/2022		25,502		493,978		0		0
		2/1/2022		0		0		71,155		1,378,266
		2/1/2023		41,203		798,103		0		0
		2/1/2023		0		0		61,805		1,197,155

(1)

Represents the aggregate number of RSUs (including additional RSUs accrued as dividend equivalents), which vest in equal installments over three years starting on the first anniversary of the grant date, generally subject to continued employment, as set forth below:

1.	Represents the aggregate number of RSUs (including additional RSUs accrued as dividend equivalents), which vest in equal installments over three years starting on the first anniversary of the grant date, subject to continued employment. Grant Date	Remaining Vesting Date(s)
	2/1/2021	February 1, 2024
	2/2/2022	February 1, 2024 and 2025
	2/1/2023	February 1, 2024, 2025 and 2026

2.	We completed a 1-for-4 reverse stock split of our outstanding common stock on September 23, 2022. Number of shares of common stock in this table reflect the number of shares of common stock after giving effect to the reverse stock split.

Based on the performance through the end of 2022, the number of PSUs shown in the table assumes maximum (150%) and above target (125%) payouts for 2020 and 2021 PSU grants, respectively, and includes additional PSUs accrued as dividend equivalents. The PSUs are subject to cliff vesting following the end of the three-year performance period.

52(2)

We completed a 1-for-4 reverse stock split of our outstanding common stock on September 23, 2022. Number of shares of common stock in this table reflect the number of shares of common stock after giving effect to the reverse stock split.

(3)

Based on the performance through the end of 2023, the number of PSUs shown in the table assumes maximum (150%) payouts for 2022 and 2023 PSU grants and includes additional PSUs accrued as dividend equivalents. The PSUs are subject to cliff vesting following the end of the three-year performance period.

56 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

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EXECUTIVE COMPENSATION TABLES

Stock Vested in ~~2022~~2023

The following table sets forth certain information with respect to our NEOs regarding stock vested during the year ended December 31, ~~2022.~~2023.

   Stock Awards
  Name    Number of Shares Acquired on Vesting (#)⁽¹⁾⁽²⁾      Value Realized on Vesting ($)⁽³⁾
David L. Finkelstein
   247,098      $5,525,806
Serena Wolfe
   3,414      $107,882
Steven F. Campbell
   6,193      $195,699
Anthony C. Green
   15,335      $421,384
Ilker Ertas
   9,605      $303,518
Timothy P. Coffey
   20,988      $505,223

1.	~~Reflects previously granted RSU awards vesting during the fiscal year and related earned dividends (before any taxes were withheld).~~

2.	We completed a 1-for-4 reverse stock split of our outstanding common stock on September 23, 2022. Number of shares of common stock in this table reflect the number of shares of common stock after giving effect to the reverse stock split.

Reflects fair value of vested shares using closing price of our common stock on the applicable date of vesting (before any taxes were withheld). Certain awards that vested during 2022 may be paid during 2023, when performance results were certified or as the result of certain payment delays required by U.S. tax laws.

	Stock Awards
Name	Number of Shares Acquired on Vesting(1) (#)		Value Realized on Vesting(2) ($)
David L. Finkelstein		116,056		2,587,258
Serena Wolfe		14,228		313,099
Steven F. Campbell		23,876		542,946
Anthony C. Green		55,095		1,162,358

(1)

Reflects previously granted PSU and RSU awards vesting during the fiscal year and related earned dividends (before any taxes were withheld).

(2)

Reflects fair value of vested shares using closing price of our common stock on the applicable date of vesting (before any taxes were withheld). Certain awards that vested during 2023 may be paid during 2024, when performance results were certified or as the result of certain payment delays required by U.S. tax laws.

Pension Benefits and Nonqualified Deferred Compensation

We did not provide the NEOs with any benefits pursuant to defined benefit plans and nonqualified deferred compensation plans during ~~2022.~~2023. Our only retirement plan in which the NEOs were eligible to participate is the 401(k) ~~Plan,~~plan, which is a tax-qualified defined contribution retirement plan that is generally available to all employees on a non-discriminatory basis, and includes an opportunity to receive employer matching ~~contributions.~~contributions up to 4% of eligible pay in 2023 (subject to limits set forth in the Internal Revenue Code). Such matching contributions are immediately vested.

Potential Payments ~~upon~~Upon Termination or Change in Control

The ~~currently~~current active NEOs are eligible to participate in an Executive Severance Plan, which we adopted effective July 1, 2020.

The Executive Severance Plan provides benefits upon a participant’s involuntary termination of employment by the Company without “cause” ~~(as~~(as such term is defined therein)., subject to the participant’s execution of a general release of claims in favor of the Company and its affiliates. Severance benefits are payable in a lump sum and are calculated based on the participant’s title, base salary and average or target cash bonus (depending on the year of termination), as described below. “Cause” generally means any of the following: (i) the commission of an act of fraud or dishonesty in the course of employment; (ii) a conviction or plea of no contest to a felony or crime of comparable magnitude under applicable law; (iii) a failure to perform job duties where such failure is materially injurious to the Company and its affiliates, or to the business interests or reputation of the Company and its affiliates; (iv) a material breach of any written policy applicable to the NEO including, but not limited to, the Company’s Code of Conduct; or (v) a material breach of any employment-related covenants under any agreement with the Company or an affiliate.

If the CEO had an involuntary termination of employment without cause (other than by reason of death or disability), the CEO would be eligible to receive severance benefits in an amount equal to the sum of (i) 1.5 times the CEO’s annual base salary and (ii) 1.5 times the CEO’s target cash bonus for the plan year in which the involuntary termination of employment occurs.

If any other NEO participating in the Executive Severance Plan had an involuntary termination of employment without cause (other than by reason of death or disability), the other NEO would be eligible to receive severance benefits in an amount equal to the sum of (i) 1.25 times the ~~executive’s~~other NEO’s annual base salary and (ii) 1.25 times the ~~executive’s~~other NEO’s target cash bonus for the plan year in which the involuntary termination of employment occurs.

In addition, a participant who experiences an involuntary termination of employment without cause (other than by reason of death or disability) after March 31st of a calendar year will be eligible to receive a prorated cash bonus payment based on the amount of the participant’s cash bonus earned for the prior year (subject to the Company’s discretion to adjust the cash bonus amount for performance in the current year).

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EXECUTIVE COMPENSATION TABLES

The Executive Severance Plan provides that severance may be recovered if the Company determines within three years after a participant’s separation date that ~~he or she~~they engaged in conduct that constitutes “Detrimental Conduct” under our ~~clawback policy.~~Misconduct Clawback Policy. For additional information, see “Clawback ~~Policy~~Policies” in the Compensation Discussion and Analysis above.

~~Termination of Former Chief Investment Officer~~

~~In connection with Mr. Ertas’ involuntary termination of employment by the Company without cause in November 2022, Mr. Ertas received a cash severance benefit in the amount of $3,906,250 and a~~ ~~pro-rated~~ ~~cash bonus payment of $2,101,442 under the terms of the Executive Severance Plan, a cash payment for accrued and unused vacation in the amount of $43,268,~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~QUANTIFICATION OF TERMINATION PAYMENTS

as well as the continued vesting of his outstanding equity awards pursuant to the terms of the applicable equity award agreement (including, as applicable, the satisfaction of any time and/or performance conditions therein). In connection with his termination, Mr. Ertas entered into a separation and release agreement pursuant to the terms of the Executive Severance Plan.

~~Termination of Former Chief Credit Officer~~

In connection with Mr. Coffey’s involuntary termination of employment from the Company without cause in February 2022, Mr. Coffey received a cash severance benefit in the amount of $3,593,750 under the terms of the Executive Severance Plan, a cash payment for accrued and unused vacation in the amount of $24,035, as well as the continued vesting of his outstanding equity awards pursuant to the terms of the applicable equity award agreement (including, as applicable, the satisfaction of any time and/or performance conditions therein). In connection with his termination, Mr. Coffey entered into a separation and release agreement pursuant to the terms of the Executive Severance Plan. Under the separation and release agreement, the Company agreed to pay Mr. Coffey an amount of $22,317 for his legal fees related to the separation and release agreement.

~~Quantification of Termination Payments~~

The tables below show certain potential payments that would have been made to ~~Ms. Wolfe and Messrs. Finkelstein, Campbell and Green~~the NEOs under the Executive Severance Plan and, in the case of the accelerated equity awards, under the terms of the applicable award agreement, assuming ~~such person’s~~their employment had terminated at the close of business on December 31, ~~2022,~~2023, under various scenarios, including a ~~change~~Change in ~~control.~~Control.

The tables include only the value of the incremental amounts payable to each NEO arising from the applicable scenario and do not include the value of vested or earned, but unpaid, amounts owed to the applicable NEO as of December 31, ~~2022~~2023 (including, for example, dividend equivalents relating to dividends declared but not paid as of such date, vested but not settled RSUs or PSUs or the employer 401(k) matches for the NEOs).

The footnotes to the table describe the assumptions used in estimating the amounts shown in the tables. As used below, the terms ~~“Cause,” “Change in Control,” “Disability” and “Good Reason” shall have~~“Cause” has the ~~respective meanings~~meaning set forth in the Executive Severance Plan and the Company’s 2020 Equity Incentive Plan and “Change in Control” has the meaning set forth in the Company’s 2020 Equity Incentive Plan.

Because the payments to be made to an NEO depend on several factors, the actual amounts to be paid out upon an NEO’s termination of employment can only be determined at the time of the NEO’s separation from the Company.

Name⁽¹⁾


Termination by
Company Without
Cause (Other Than
Within Two Years of
Change in Control)


Termination by
Company Without
Cause (Within Two
Years of a Change in
Control)


Death


Disability

Termination by
Company for Cause
or Voluntary
Termination by
Executive (With or
Without Good
Reason)

David L. Finkelstein

  Severance
   $10,476,000    $10,476,000    $0    $0                     $0
  Bonus
   $5,984,000    $5,984,000    $0    $0 $0
  Accelerated Equity Awards⁽²⁾
   $0    $8,022,610    $7,338,891    $4,604,016 $0
  Benefits
   $0    $0    $0    $0 $0
    Total
   $16,460,000    $24,482,610    $7,338,891    $4,604,016 $0
Serena Wolfe

  Severance
   $3,164,063    $3,164,063    $0    $0 $0
  Bonus
   $1,781,250    $1,781,250    $0    $0 $0
  Accelerated Equity Awards⁽²⁾
   $0    $891,293    $801,196    $440,806 $0
  Benefits
   $0    $0    $0    $0 $0
    Total
   $4,954,313    $5,836,606    $801,196    $440,806 $0
Steven F. Campbell

  Severance
   $3,223,438    $3,223,438    $0    $0 $0
  Bonus
   $1,828,750    $1,828,750    $0    $0 $0
  Accelerated Equity Awards⁽²⁾
   $0    $1,878,899    $1,690,800    $938,401 $0
  Benefits
   $0    $0    $0    $0 $0
    Total
   $5,052,188    $6,931,087    $1,690,800    $938,401 $0

Name	Potential Payments	Termination by Company Without Cause (Other than within Two Years of Change in Control) ($)		Termination by Company Without Cause (within Two Years of a Change in Control) ($)		Death ($)		Disability ($)		Termination by Company for Cause or Voluntary Termination by Executive (with or without Good Reason) ($)
David L. Finkelstein	Severance		12,000,000		12,000,000		0		0		0
	Bonus		7,328,100		7,328,100		0		0		0
	Accelerated Equity Awards(1)		0		13,882,287		11,593,929		5,569,766		0
	Benefits		0		0		0		0		0
	TOTAL		19,328,100		33,210,387		11,593,929		5,569,766		0
Serena Wolfe	Severance		3,750,000		3,750,000		0		0		0
	Bonus		2,348,400		2,348,400		0		0		0
	Accelerated Equity Awards(1)		0		2,648,408		2,175,256		1,080,751		0
	Benefits		0		0		0		0		0
	TOTAL		6,098,400		8,746,808		2,175,256		1,080,751		0
Steven F. Campbell	Severance		4,218,750		4,218,750		0		0		0
	Bonus		2,739,800		2,739,800		0		0		0
	Accelerated Equity Awards(1)		0		3,539,485		2,951,961		1,421,240		0
	Benefits		0		0		0		0		0
	TOTAL		6,958,550		10,498,035		2,951,961		1,421,240		0
Anthony C. Green	Severance		3,375,000		3,375,000		0		0		0
	Bonus		2,035,300		2,035,300		0		0		0
	Accelerated Equity Awards(1)		0		3,599,819		3,015,521		1,476,435		0
	Benefits		0		0		0		0		0
	TOTAL		5,410,300		9,010,119		3,015,521		1,476,435		0

(1)

The value of accelerated equity awards is based on the closing price of the common stock on December 29, 2023 ($19.37 per share) and includes accrued dividend equivalents. Upon a termination by the Company without Cause within two years following a Change in

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EXECUTIVE COMPENSATION TABLES

Control, all outstanding PSUs and RSUs will accelerate vesting in full. Any PSUs that accelerate for a termination that is within two years after a Change in Control will be based on the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level or (B) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter-end preceding the Change in Control. Per the Company’s 2020 Equity Incentive Plan, if awards are not assumed or replaced in connection with a Change in Control, the awards will vest in full upon the closing of the transaction. Based on the performance through the end of 2023, the number of PSUs shown in the table under this scenario assumes above target (125%) and maximum (150%) payouts for 2022 and 2023 PSU grants, respectively. In the event of termination by the Company without Cause (other than within two years of a Change in Control), unvested PSUs will continue to vest in accordance with their terms (time and performance requirements) as though such termination of service had not occurred, provided that the executive complies with any applicable post-employment covenants, including customary non-disparagement and confidentiality restrictions. In the event of termination due to disability, unvested PSUs will continue to vest in accordance with their terms (performance requirements) and unvested RSUs will vest in full as though such termination of service had not occurred. In the event of termination due to death, a prorated portion of the target PSU will vest and any RSUs will vest in full as of such date.

Messrs. Ertas and Coffey are excluded from the above table due to their involuntary terminations by the Company without cause effective November 2022 and February 2022, respectively. Actual severance benefits paid to Messrs. Ertas and Coffey are respectively outlined in “~~Termination of Former Chief Investment Officer” and “Termination of Former Chief Credit Officer” above.~~

The value of accelerated equity awards is based on the closing price of the common stock on December 31, 2021 ($21.08 per share) and includes accrued dividend equivalents. Any PSUs that accelerate for a termination that is within two years after a Change in Control will be based on the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal ~~quarter-end~~ preceding the Change in Control. Per the Company’s 2020 Equity Incentive Plan, if awards are not assumed or replaced in connection with a Change in Control, the awards will vest upon the closing of the transaction. Based on the performance through the end of 2022, the number of PSUs shown in the table under this scenario assumes above target (125%) payouts for 2021 PSU grants. In the event of termination by the Company without cause (other than within two years of a Change in Control) or in the event of disability, unvested PSUs will continue to vest in accordance with their terms (time and performance requirements) as though such termination of service had not occurred provided that the executive complies with any applicable post-employment covenants.

Compensation Committee Interlocks and Insider Participation

During ~~2022,~~2023, the MDC Committee was comprised solely of the following Independent Directors: Ms. Williams (Chair), Ms. Bovich, Dr. Hannan and Messrs. Hamilton and Schaefer. None of them has at any time served as an officer or employee of the Company or any affiliate or has any other business relationship or affiliation with the Company, except service as a Director. No member of the MDC Committee has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. During ~~2022,~~2023, none of the Company’s executive officers served on the compensation committee (or other committee serving an equivalent function) of another entity whose executive officers served on the MDC Committee or Board.

CEO Pay Ratio

As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of Mr. Finkelstein, the Company’s Chief Executive Officer and Chief Investment Officer. For ~~2022,~~2023, our last completed fiscal year:

◾	~~the annual total compensation of our median employee was $335,000; and~~

◾	~~the annual total compensation of the CEO as reported in the~~ ~~Summary Compensation Table~~ ~~included elsewhere in this Proxy Statement, was $14,323,682.~~

▪

the annual total compensation of our median employee was $294,000, and

▪

the annual total compensation of the CEO as reported in the Summary Compensation Table included in this Proxy Statement was $15,327,300.

Based on this information, for ~~2022~~2023 the CEO’s annual total compensation was 4352 times that of the annual total compensation of our median employee.

We took the following steps to identify our median employee, as well as to determine the annual total compensation of our median employee and our CEO.

1.	~~We determined that, as of December 31, 2022 our employee population consisted of approximately 160 individuals, all of whom were full-time employees as of the determination date.~~

To identify the “median employee” from our employee population, we used the amount of “gross wages” for the identified employees as reflected in our payroll records for the period in the fiscal year through the determination date together with any equity awards paid or awarded during the year. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums and other payroll withholding. We did not use any statistical sampling techniques.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

3.	For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $335,000.

4.	~~For the annual total compensation of the CEO (inclusive solely of compensation paid or awarded by the Company),we used the amount reported in the “Total” column of the~~ ~~Summary Compensation Table~~ ~~included in this Proxy Statement.~~

The required CEO pay ratio information reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from us, isare likely not comparable to our SEC-required or supplemental CEO pay ratios.

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PAY FOR PERFORMANCE DISCLOSURES

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table sets forth the compensation for our Principal Executive Officers (the “PEOs”) and the average compensation for our other NEOs (the “Non-PEO NEOs”), both as reported in the Summary Compensation Table on page 54 of this Proxy Statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC’s pay versus performance disclosure rules, for each of 2023, 2022, 2021 and 2020. The following table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income and Tangible Economic Return. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

(a)	(b)				(c)				(d)		(e)		(f)		(g)		(h)		(i)
	Summary Compensation Table Total for PEOs(1)				Compensation Actually Paid to PEOs(4)				Average Summary Compensation Table Total for Non-PEO NEOs(5) ($)		Average Compensation Actually Paid to Non-PEO NEOs(6) ($)		Value of Initial Fixed $100 Investments Based on:				GAAP Net Income ($000s)(9) ($)		Tangible Economic Return(10) (%)
Year	D. Finkelstein(2) ($)		G. Votek(3) ($)		D. Finkelstein(2) ($)		G. Votek(3) ($)				Average Compensation Actually Paid to Non-PEO NEOs(6) ($)		TSR(7) ($)		Peer Group TSR(8) ($)		GAAP Net Income ($000s)(9) ($)		Tangible Economic Return(10) (%)
2023(11)		15,327,300		0		16,790,236		0		4,936,439		5,299,208		86.79		79.21		(1,638,457)		6.1
2022		14,323,682		0		11,087,169		0		5,420,097		4,916,762		82.75		69.20		1,726,420		(23.7)
2021		9,138,764		0		9,511,494		0		3,882,162		4,027,576		105.00		91.50		2,396,280		0.1
2020		12,703,778		2,070,906		16,250,879		1,761,597		3,835,068		3,994,675		102.43		77.80		(889,772)		1.6

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Finkelstein for each corresponding year in the “Total” column of the Summary Compensation Table.

(2)

Mr. Finkelstein has served as our CEO since March 2020.

(3)

Mr. Votek served as our Interim CEO until March 2020.

(4)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Messrs. Finkelstein and Votek, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Finkelstein and Votek during the applicable year. The Company does not sponsor any defined benefit or pension plans, so pension benefit adjustments have not been reflected. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Finkelstein’s total compensation for each year to determine the compensation actually paid:

Year	Reported Summary Compensation Table Total ($)		Reported Value of Equity Awards(a) ($)		Adjusted Equity Value(b) ($)		Compensation Actually Paid ($)
2023		15,327,300		(6,984,000)		8,446,936		16,790,236
2022		14,323,682		(7,324,950)		4,088,437		11,087,169
2021		9,138,764		(1,800,001)		2,172,731		9,511,494
2020		12,703,778		(5,000,006)		8,547,107		16,250,879

(a)

The reported value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b)

The adjusted equity value for each applicable year include the addition (or subtraction, as applicable) of the following:

(i)

the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii)

the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii)

for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;

(iv)

for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

~~2023~~

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(v)

for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and

(vi)

the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

The valuation assumptions used to calculate fair values for the equity values set forth in the table below did not materially differ from those disclosed at the time of grant.

The amounts deducted or added in calculating the adjusted equity value are as follows:

Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Equity Award Adjustments ($)
2023		6,258,536		(2,003,499)		0		2,587,260		0		1,604,639		8,446,936
2022		5,469,751		(5,839,034)		0		4,399,928		0		57,792		4,088,437
2021		1,868,886		(998,385)		0		1,259,860		0		42,370		2,172,731
2020		6,837,672		0		0		0		0		1,709,435		8,547,107

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Votek’s total compensation for 2020 to determine the compensation actually paid, using the same methodology described above:

	Year			Reported Summary Compensation Table Total ($)						Reported Value of Equity Awards ($)						Equity Award Adjustments(c) ($)						Compensation Actually Paid ($)
	2020					2,070,906						(999,999)						690,690						1,761,597

(c)

The amounts deducted or added in calculating the adjusted equity value for 2020 are as follows:

	Year			Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)						Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)						Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)						Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)						Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)						Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($)						Total Equity Award Adjustments ($)
	2020					0						0						690,690						0						0						0						690,690

(5)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Non-PEO NEOs, which include the Company’s NEOs as a group (excluding Messrs. Finkelstein and Votek), in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs in each applicable year are as follows:

(i)

for 2023, Serena Wolfe, Steven F. Campbell and Anthony C. Green;

(ii)

for 2022, Serena Wolfe, Steven F. Campbell, Anthony C. Green, Ilker Ertas and Timothy P. Coffey; and

(iii)

for 2021 and 2020, Serena Wolfe, Anthony C. Green, Ilker Ertas and Timothy P. Coffey.

(6)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Company’s Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for each year to determine the compensation actually paid, using the same methodology described in footnote 4 above:

Year	Average Reported Summary Compensation Table Total for Other NEOs ($)		Average Reported Value of Equity Awards ($)		Average Equity Award Adjustments(d) ($)		Average Compensation Actually Paid to Other NEOs ($)
2023		4,936,439		(1,797,056)		2,159,824		5,299,208
2022		5,420,097		(1,784,970)		1,281,635		4,916,762
2021		3,882,162		(774,999)		920,413		4,027,576
2020		3,835,068		(462,516)		622,123		3,994,675

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(d)

~~Pay Versus~~

~~Performance~~

The amounts deducted or added in calculating the total average adjusted equity value are as follows:

Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Equity Award Adjustments ($)
2023		1,610,387		(490,495)		0		625,172		0		414,760		2,159,824
2022		1,332,883		(508,169)		0		306,741		0		150,180		1,281,635
2021		804,772		(197,067)		0		228,326		0		84,382		920,413
2020		622.123		0		0		0		0		0		622,123

~~As required~~

(7)

Cumulative TSR is calculated by ~~Section 953(a)~~dividing the sum of the ~~Dodd-Frank Wall Street Reform~~cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and ~~Consumer Protection Act~~the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(8)

The amount shown as the TSR reflects what year-end cumulative value of $100 would be, including reinvestment of dividends until the last day of each reported fiscal year, for the measure periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item ~~402(v)~~201(e) of Regulation

~~S-K,~~

~~we are providing~~ S-K. Represents the ~~following information about~~weighted peer group TSR, weighted according to the ~~relationship between executive~~respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Bloomberg Mortgage REIT Index, which for purposes of this table reflects the Company’s industry sector and is the same as the Company’s peer group disclosed in the Stock Performance Graph in the Annual Report on Form 10-K Part II Item 5 for the years ended December 31, 2023, 2022, 2021 and 2020.

(9)

The dollar amounts reported represent the amount of GAAP net income reflected in the Company’s audited financial statements for the applicable year.

(10)

“Tangible Economic Return” or “Absolute Tangible Economic Return” means the Company’s change in tangible book value (calculated by summing common stock, additional paid-in capital, accumulated other comprehensive income (loss) and accumulated deficit less intangible assets) plus dividends declared divided by the prior period’s tangible book value. For comparison, the Company’s Tangible Economic Return (Loss) for each of 2023, 2022, 2021 and 2020 was 6.1%, (23.7%), 0.1% and 1.6%, respectively. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Tangible Economic Return is the financial performance measure that represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid ~~and certain financial performance of~~to the ~~Company. For further information concerning our variable~~

~~pay-for-performance~~

~~philosophy and how we align executive compensation with our performance, refer~~company’s NEOs, for the most recently completed fiscal year, to ~~the~~Company performance.

(11)

Refer to the “Compensation Discussion and Analysis

Year
(a)
Summary
Compensation Table
Total for CEO
(1)
(b)

Compensation Actually
Paid to CEO
(4)
(c)

Average
Summary
Compensation
Table Total for
Other NEOs
(5)
(d)

Average
Compensation
Actually Paid
to Other
NEOs
(6)
(e)
   Value of initial fixed
$100 investment
based on:
GAAP Net
Income
($000s)
(9)
(h)

Tangible
Economic
Return
(10)
(i)


D.
Finkelstein
(2)

G.
Votek
(3)

D.
Finkelstein
(2)

G.
Votek
(3)

TSR
(7)
(f)

Peer
Group
TSR
(8)
(g)

2022
(11)
   $14,323,682    $0    $11,087,169    $0    $5,420,097 $4,916,762    $82.75    $69.20    $1,726,420 (23.70 %)
2021
   $9,138,764    $0    $9,511,494    $0    $3,882,162 $4,027,576    $105.00    $91.50    $2,396,280 0.00 %
2020
   $12,703,778    $2,070,906    $16,250,879    $1,761,597    $3,835,068 $3,994,675    $102.43    $77.80    ($889,772 ) 1.56 %

~~The dollar amounts reported in column (b) are the amounts of total compensation reported~~ — Total Direct Compensation Table” for the total direct compensation paid or awarded to each NEO for ~~Messrs. Finkelstein and Votek for each corresponding year in the “Total” column of the~~ ~~Summary Compensation Table~~.

2.	~~Mr. Finkelstein has served as our CEO since March 2020 and as our Chief Investment Officer since November 2016 (other than during the period from December 2021 through November 2022).~~

3.	~~Mr. Votek served as our Interim CEO until March 2020.~~

~~The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Messrs. Finkelstein and Votek, as computed in accordance with Item 402(v) of Regulation~~

~~S-K.~~

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Finkelstein and Votek during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

~~S-K,~~

~~the following adjustments were made to Mr. Finkelstein’s total compensation for each year to determine the compensation actually paid:~~

  Year    Reported Summary Compensation
Table Total
Reported Value of Equity Awards
(a)

Adjusted Equity Value
(b)

   Compensation Actually Paid
  2022    $14,323,682    ($7,324,950 ) $4,088,437    $11,087,169
  2021    $9,138,764    ($1,800,001 ) $2,172,731    $9,511,494
  2020    $12,703,778    ($5,000,006 ) $8,547,107    $16,250,879

~~The reported value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.~~

The adjusted equity value for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the adjusted equity value are as follows:

  Year    Year End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted
in the Year    Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year    Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years that
Vested in the Year    Fair Value at the
End of the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in the
Year    Value of
Dividends or other
Earnings Paid on
Stock or Option
Awards not
Otherwise
Reflected in Fair
Value or Total
Compensation    Total Equity
Award
Adjustments
  2022    $5,469,751    ($5,839,034 ) $0    $4,399,928    $0    $57,792    $4,088,437
  2021    $1,868,886    ($998,385 ) $0    $1,259,860    $0    $42,370    $2,172,731
  2020    $6,837,672    $0 $0    $0    $0    $1,709,435    $8,547,107

~~Table of Contents~~

~~ANNALY CAPITAL MANAGEMENT~~

2023, ~~PROXY STATEMENT~~

~~In accordance with the requirements of Item 402(v) of~~

~~Regulation~~

~~S-K,~~

~~the following adjustments were made to Mr. Votek’s total~~including compensation for ~~2020 to determine~~2023 performance that was paid or awarded by the Company in early 2024, which the MDC Committee believes best aligns with how it views executive compensation ~~actually paid, using the same methodology described above:~~

for a given performance year.

  Year    Reported Summary
Compensation Table Total    Reported Value of Equity
Awards
Equity Award Adjustments
(c)
   Compensation
Actually Paid
  2020    $2,070,906    ($999,999 ) $690,690      $1,761,597

~~The amounts deducted or added in calculating the adjusted equity value for 2020 are as follows:~~

  Year    Year End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted
in the Year    Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards    Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year    Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years that
Vested in the Year    Fair Value at the
End of the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in the
Year    Value of
Dividends or other
Earnings Paid on
Stock or Option
Awards not
Otherwise
Reflected in Fair
Value or Total
Compensation    Total Equity
Award
Adjustments
  2020    $0    $0    $690,690    $0    $0    $0    $690,690

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Messrs. Finkelstein and Votek) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. Finkelstein and Votek) in each applicable year are as follows: (i) for 2022, Steven F. Campbell, Ilker Ertas, Anthony Green and Serena Wolfe; and (ii) for 2021 and 2020, Timothy P. Coffey, Ilker Ertas, Anthony Green and Serena Wolfe.

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding Messrs. Finkelstein and Votek), as computed in accordance with Item 402(v) of Regulation

~~S-K.~~

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Company’s NEOs as a group (excluding Messrs. Finkelstein and Votek) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

~~S-K,~~

~~the following adjustments were made to average total compensation for each year to determine the compensation actually paid, using the same methodology described above in footnote 4:~~

  Year    Average Reported Summary
Compensation Table Total for
Other NEOs    Average Reported Value of Equity
Awards
Average Equity Award
Adjustments
(d)

Average Compensation Actually
Paid to Other NEOs

  2022    $5,420,097    ($1,784,970 ) $1,281,635    $4,916,762
  2021    $3,882,162    ($774,999 ) $920,413    $4,027,576
  2020    $3,835,068    ($462,516 ) $622,123    $3,994,675

~~The amounts deducted or added in calculating the total average adjusted equity value are as follows:~~

  Year    Year End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in
the Year    Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year    Year over Year
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year    Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year    Value of Dividends
or other Earnings
Paid on Stock or
Option Awards not
Otherwise
Reflected in Fair
Value or Total
Compensation    Total Equity Award
Adjustments
  2022    $1,332,883    ($508,169 ) $0    $306,741    $0    $150,180    $1,281,635
  2021    $804,772    ($197,067 ) $0    $228,326    $0    $84,382    $920,413
  2020    $622,123    $0 $0    $0    $0    $0    $622,123

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

8.	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Bloomberg Mortgage REIT Index.

9.	~~The dollar amounts reported represent the amount of GAAP net income reflected in the Company’s audited financial statements for the applicable year.~~

~~10.~~

“Tangible Economic Return” means the Company’s change in tangible book value plus dividends declared divided by the prior period’s book value. For comparison, the Company’s Tangible Economic Return (Loss) for each of 2022, 2021 and 2020 was (23.70%), 0.00% and 1.56%, respectively. While the Company uses numerous financial and

~~non-financial~~

performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Tangible Economic Return is the financial performance measure that represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance.

~~11.~~

~~Refer to the “~~

~~Compensation Discussion and Analysis – Total Direct Compensation Table~~

” for the total direct compensation paid or awarded to each NEO for 2022, including compensation for 2022 performance that was paid or awarded by the Company in early 2023, which the MDC Committee believes best aligns with how it views executive compensation for a given performance year.

~~Table of Contents~~

~~ANNALY CAPITAL MANAGEMENT~~

~~2023 PROXY STATEMENT~~

Financial Performance Measures

As described in greater detail in the Compensation Discussion and Analysis, above, our executive compensation program reflects a variable

pay-for-performance

philosophy. The MDC Committee believes that the metrics utilized for our incentive awards represent key measures of the Company’s financial performance and support sustained value creation for stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:

∎

▪

Tangible Economic Return

∎
	▪ Total ~~Shareholder~~Stockholder Return

∎
	▪ OpEx to Equity

∎
	▪ Average EAD Return on Equity

Relationship Between Financial Performance Measures and ~~Executive~~ Compensation Actually Paid

While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay ~~versus~~Versus Performance ~~table.~~table above. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation

S-K)

for a particular year. In addition, any alignment between compensation actually paid and our performance measures is impacted by

62 | ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT

TABLE OF CONTENTS

PAY FOR PERFORMANCE DISCLOSURES

the fact that we pay annual cash incentives and award annual equity incentives for a particular performance year early in the subsequent year, and compensation actually paid for a particular performance year includes annual cash incentives paid in respect of such performance year regardless of when paid, but excludes equity incentives awarded in respect of such performance year unless granted during such performance year. This timing issue was particularly amplified ~~between 2020 and~~in 2021, as Mr. Finkelstein received a

one-time

equity award upon the completion of ~~the Internalization~~our management internalization transaction in June 2020; however, such award was considered by the MDC Committee as part of Mr. Finkelstein’s total annual incentive compensation for 2020 and essentially reduced the 2020 equity incentive award that would otherwise have been awarded to him in early 2021 for performance in the prior year. In order to present more complete information on how the MDC Committee views executive compensation for a given performance year, regardless of when paid, we annually disclose a Total Direct Compensation ~~Table~~.

Table.

In accordance with Item 402(v) of Regulation

S-K,

we are providing the following descriptions of the relationships between information presented in the Pay ~~versus~~Versus Performance table.

COMPENSATION ACTUALLY PAID AND CUMULATIVE TSR

The graph to the right presents the relationship between the amount of compensation actually paid (“CAP”) to our PEO, Mr. Finkelstein, and the average amount of CAP to the Non-PEO NEOs with our cumulative TSR over 2020, 2021, 2022 and 2023. In 2020, we had two PEOs, Mr. Finkelstein and Mr. Votek, as shown in the table above, and the graph to the right shows the CAP to each PEO for 2020. As described in the Compensation Discussion and Analysis, we utilize an Absolute Tangible Economic Return modifier, which impacts overall incentive award opportunity.

RELATIONSHIP BETWEEN COMPANY TSR AND PEER GROUP TSR

~~Compensation Actually Paid and Cumulative TSR~~ [MISSING IMAGE: bc_capvstsr-pn.jpg]

The graph to the left presents the relationship of our cumulative TSR to that of our peer group (Bloomberg Mortgage REIT Index) for 2020, 2021, 2022 and 2023. In 2020, we had two PEOs, Mr. Finkelstein and Mr. Votek, as shown in the table above, and the graph to the left shows the CAP to each PEO for 2020. For a graph and table comparing the yearly percentage change in the Company’s cumulative TSR to that of the Bloomberg Mortgage REIT Index for the five-year period ended December 31, 2023, please refer to the Share Performance Graph included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

~~The below graph presents the relationship betw~~ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT | 63

een the amount of compensation actually paid (“CAP”) to Messrs. Finkelstein and Votek, and the average amount of CAP to the Other NEOs with our cumulative TSR over 2020, 2021 and 2022. As described in the

~~Compensation Discussion and Analysis~~TABLE OF CONTENTS

, we utilize a TSR governor to limit the Relative Tangible Economic Return-linked portions of annual incentive amounts and PSU award payouts to 100% of target if TSR for the respective performance period is negative.

PAY FOR PERFORMANCE DISCLOSURES

COMPENSATION ACTUALLY PAID AND GAAP NET INCOME

[MISSING IMAGE: bc_capvsnetincome-pn.jpg]

~~Table of Contents~~

The graph to the left presents the relationship between the amount of CAP to our PEO, Mr. Finkelstein, and the average amount of CAP to the Non-PEO NEOs with our GAAP net income for 2020, 2021, 2022 and 2023. In 2020, we had two PEOs, Mr. Finkelstein and Mr. Votek, as shown in the table above, and the graph to the left shows the CAP to each PEO for 2020. While we do not use GAAP net income as a performance measure in the overall executive compensation program, we use a non-GAAP adjusted earnings-linked measure (Average EAD Return on Equity) to determine 50% of PSU award payouts. For a reconciliation of EAD to GAAP net income, please refer to the Appendix.

COMPENSATION ACTUALLY PAID AND TANGIBLE ECONOMIC RETURN

~~ANNALY CAPITAL MANAGEMENT~~

~~2023 PROXY STATEMENT~~

~~Compensation Actually Paid and GAAP Net Income~~

The ~~below~~ graph to the right presents the relationship between the amount of CAP to ~~Messrs.~~our PEO, Mr. Finkelstein, ~~and Votek,~~ and the average amount of CAP to the ~~Other NEOs with our GAAP net income for 2020, 2021 and 2022. While we do not use GAAP net income as a performance measure in the overall executive compensation program, we do use a~~

~~non-GAAP~~

~~adjusted earnings-linked measure (Average EAD Return on Equity) to determine 50% of PSU award payouts. For a reconciliation of EAD to GAAP net income, please refer to the~~ ~~Appendix~~.

~~Table of Contents~~

~~ANNALY CAPITAL MANAGEMENT~~

~~2023 PROXY STATEMENT~~

~~Compensation Actually Paid and Tangible Economic Return~~

~~The below graph presents the relationship between the amount of CAP to Messrs. Finkelstein and Votek, and the average amount of CAP to the Other~~Non-PEO NEOs, with our Tangible Economic Return for 2020, 2021, 2022 and ~~2022.~~2023. In 2020, we had two PEOs, Mr. Finkelstein and Mr. Votek, as shown in the table above, and the graph to the left shows the CAP to each PEO for 2020. As described in the

Compensation Discussion and Analysis

, we utilize Relative Tangible Economic Return for the respective performance period to determine ~~30%~~50% of annual incentive amounts for 2023 (and 37.5% for 2022, 2021 and 2020) and 50% of PSU award payouts. The Company uses multiple financial metrics for its annual incentive awards and PSU awards but has selected Tangible Economic Return as the financial performance measure that represents the most important performance measure (otherwise not required to be disclosed in the table above) used by the Company to link CAP to the NEOs for 2023 to Company performance.

~~Relationship between Company TSR and Peer Group TSR~~

[MISSING IMAGE: bc_capvstangibleeconomic-pn.jpg]

The graph above titled “CAP vs. TSR” presents the relationship of our cumulative TSR to that of our peer group (Bloomberg Mortgage REIT Index) for 2020, 2021 and 2022. For a graph and table comparing the yearly percentage change in the Company’s cumulative TSR to that of the Bloomberg Mortgage REIT Index for the five-year period ended December 31, 2022, please refer to the Share Performance Graph included in the Company’s Annual Report on Form

~~10-K~~

~~for the fiscal year ended December 31, 2022.~~

64 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

TABLE OF CONTENTS

SAY-ON-PAY VOTE

P~~ROPOSAL~~ 2

~~Advisory Approval of Executive Compensation~~

ADVISORY APPROVAL
OF EXECUTIVE COMPENSATION

The Board is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. The Company is providing this non-binding advisory vote pursuant to Section 14A of the Exchange Act.

In considering this vote, the Company invites our stockholders to review the “Compensation Discussion and Analysis” and “Executive Compensation Tables” above. As described in the Compensation Discussion and Analysis, the MDC Committee is focused on continually enhancing the Company’s compensation framework to reflect strong compensation governance and reward sustained value creation. The MDC Committee is committed to institutionalizing an executive compensation program that attracts, retains and incentivizes top executive talent and generates long-term value for stockholders by directly linking compensation payout to Company performance without encouraging unnecessary risk taking.

The MDC Committee is committed to institutionalizing an executive compensation program that attracts, retains and incentivizes top executive talent and generates long-term value for stockholders by directly linking compensation payout to Company performance without encouraging unnecessary risk-taking.

The Board unanimously recommends that the stockholders vote FOR the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby ~~APPROVED.”~~

APPROVED.

While this vote is advisory and non-binding, the Board and the MDC Committee value the views of the Company’s stockholders and will consider the voting results when making compensation decisions in the future.

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 65

P~~ROPOSAL~~ 3

~~Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Executive Compensation~~

~~As required pursuant to Section 14A of the Exchange Act, the Company is seeking a vote from stockholders as to how frequently (a~~ ~~“Say-on-Frequency”~~ ~~vote) the Company should hold~~ ~~Say-on-Pay~~ ~~votes. By voting on this proposal, stockholders may indicate whether they would prefer that the Company conduct future~~ ~~Say-on-Pay~~ ~~votes every one, two or three years. Stockholders may also abstain from casting a vote on this proposal. The Company currently holds a~~ ~~Say-on-Pay~~ ~~vote every year, and the Board has determined that conducting a~~ ~~Say-on-Pay~~ ~~vote every year is the most appropriate alternative for, and in the best interests of, the Company. In reaching this recommendation, the Board considered that holding an annual~~ ~~Say-on-Pay~~ ~~vote is consistent with the preference expressed by the Company’s stockholders in response to our prior~~ ~~Say-on-Frequency~~ ~~vote in 2017, where a majority of the votes cast voted to hold an annual~~ ~~Say-on-Pay~~ ~~vote. In addition, the Board recognizes that holding a~~ ~~Say-on-Pay~~ vote on an annual basis is a corporate governance best practice and is consistent with the Company’s policy of facilitating communications of stockholders with the Board and its various committees, including the MDC Committee. Although the Board intends to carefully consider the voting results of this proposal, the vote is advisory and not binding on the Company or the Board. The Board may decide that it is in the best interests of the Company to hold an advisory vote to approve our executive compensation more or less frequently than the frequency preferred by stockholders.

~~The Board unanimously recommends that you select “EVERY ONE YEAR” for the frequency of future advisory votes to approve the Company’s executive compensation.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

P~~ROPOSAL~~ 4

~~Amendment to the Company’s Charter to Decrease the Number of Authorized Shares of Stock~~

The Board has authorized and declared advisable an amendment to the Company’s articles of incorporation (as amended, the “Charter”) that reduces the number of authorized shares of common stock from 2,936,500,000 to 1,468,250,000, and reduces, consistent with the foregoing, the number of overall shares of capital stock from 3,000,000,000 to 1,531,750,000. The proposed amendment is subject to approval by the holders of our common stock.

~~The Board has determined that it is advisable and in the best interests of the Company to amend the Charter in light of the~~ ~~1-for-4~~ reverse stock split of our outstanding common stock, which was completed on September 23, 2022 (the “Reverse Stock Split”). Immediately prior to the Reverse Stock Split, we had 2,936,500,000 shares of common stock authorized for issuance, of which 1,869,274,630 shares were outstanding and 620,014,753 shares were reserved for issuance under various Company plans, including our Direct Purchase and Dividend Reinvestment Program, our equity incentive plans, and shares to be issued upon exchange or conversion of outstanding preferred stock (collectively referred to as our shares “reserved for issuance”). Thus, prior to the Reverse Stock Split, our outstanding shares of common stock plus our shares reserved for issuance represented approximately 85% of our available shares of common stock (referred to as our share “usage” rate).

Following the Reverse Stock Split, we continued to have 2,936,500,000 shares of common stock authorized for issuance. However, after giving effect to the Reverse Stock Split and as of the Record Date for this Annual Meeting, 493,880,722 shares of our common stock were issued and outstanding and approximately 203,348,533 shares of common stock were reserved for issuance, resulting in an approximate 24% usage of our available shares of common stock.

The proposed amendment would result in us having 1,468,250,000 shares of common stock available for issuance and, based on the 493,880,722 shares of common stock outstanding and 203,348,533 shares reserved for issuance as of the Record Date, would represent an approximate 47% usage of our available shares of common stock post reduction. The proposed amendment does not impact the number of authorized or outstanding shares of our preferred stock.

Neither Maryland law nor the Charter require a reduction in the total number of authorized shares of the Company’s common stock as a result of the Reverse Stock Split. In determining to recommend such a reduction, the Board considered the number of shares that would be available for issuance following a reduction that is proportionate to the 1-for-4 split ratio of the Reverse Stock Split. The Board also considered the potential for future stock issuances, which may include possible equity financings, opportunities for expanding our business through investments or acquisitions, management incentives and employee benefit plans, stock dividends or stock splits, and for other general corporate purposes. The Board determined that a proportionate reduction would result in approximately 95% usage of our available shares of common stock post reduction, which would not provide the Company with sufficient availability of stock to provide for our future needs. Therefore, the Board believes that the reduction of authorized shares contemplated by this proposal is advisable and in the best interests of the Company because it will maintain a sufficient but not excessive number of available shares of common stock for our future operations and financing needs while still reducing the overall number of authorized shares to account for the Reverse Stock Split.

~~The Board unanimously recommends that stockholders vote~~ ~~FOR~~ ~~the approval of the amendment to the Company’s Charter to decrease the number of authorized shares of stock to 1,531,750,000.~~

TABLE OF CONTENTS

[MISSING IMAGE: bx_boxrule-pn.jpg] ~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~If the proposal is approved, the Charter would be amended by deleting the first two sentences of ARTICLE VI(A) and replacing them with the following:~~

“A. The total number of shares of stock of all classes which the Corporation has authority to issue is one billion five hundred thirty-one million seven hundred fifty thousand (1,531,750,000) shares of capital stock, par value one cent ($0.01) per share, amounting in the aggregate par value to $15,317,500. Of these shares of capital stock, 1,468,250,000 shares are classified as “Common Stock,” 28,800,000 shares are classified as “6.95% Series F ~~Fixed-to-Floating~~ ~~Rate Cumulative Redeemable Preferred Stock,” 17,000,000 shares are classified as “6.50% Series G~~ ~~Fixed-to-Floating~~ ~~Rate Cumulative Redeemable Preferred Stock,” and 17,700,000 shares are classified as “6.75% Series I~~ ~~Fixed-to-Floating~~ ~~Rate Cumulative Redeemable Preferred Stock.”"~~

If the amendment is approved, the Company will file articles of amendment to the Charter containing the amendment with the State Department of Assessments and Taxation of Maryland, which will become effective upon its acceptance for record of the articles of amendment or at such other time as set forth in the articles of amendment. If the amendment is not approved, the Company’s current authorized stock will remain unchanged.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

AUDIT COMMITTEE MATTERS

P~~ROPOSAL~~ 5

~~Ratification of Appointment of Independent Registered Public Accounting Firm~~

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm.

The Audit Committee has appointed Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2023,~~2024, and stockholders are being asked to ratify this appointment at the Annual Meeting as a matter of good corporate governance. EY has served as Annaly’s independent registered public accounting firm since 2012. In appointing EY, the Audit Committee considered a number of factors, including ~~EY’s~~ EY’s:

▪

independence,

▪

objectivity,

▪

level of service,

▪

industry knowledge,

▪

technical expertise, and

▪

tenure as the independent auditor.

The Company expects that representatives of EY will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If the appointment of EY is not ratified, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be advisable and in the best interest of the Company.

The Board unanimously recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, ~~2023.~~2024.

66 | ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT

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AUDIT COMMITTEE MATTERS

Report of the Audit Committee

The Audit Committee ~~of the Board of Directors (the “Board”) of Annaly Capital Management, Inc., a Maryland corporation (the “Company”),~~ operates pursuant to a charter which it reviews annually, and a brief description of the Audit Committee’s primary responsibilities is included under the heading “Board Committees – — Audit Committee” in this Proxy Statement. Under the Audit Committee’s charter, management is responsible for the preparation of the Company’s financial statements and the independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles. In addition, the independent registered public accounting firm is responsible for auditing and expressing an opinion on the Company’s internal controls over financial reporting.

The Audit Committee has reviewed and discussed ~~Annaly’s~~the Company’s 2023 audited financial statements with management and with ~~Ernst & Young LLP (“EY”),~~EY, the Company’s independent ~~auditor for 2022.~~auditor.

The Audit Committee has discussed with EY the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board (“PCAOB”), including the critical audit matters set forth in EY’s audit report and matters concerning EY’s ~~independence.~~independence, and the SEC. EY has also provided to the Audit Committee the written disclosures and letter required by the applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with EY their independence from the Company and management, and considered whether non-audit services provided by EY to the Company are compatible with maintaining EY’s independence. In determining whether to appoint EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2023,~~2024, the Audit Committee took into consideration a number of factors, ~~including~~ including:

▪

historical and recent performance on the Company’s audit, including service level and quality of staff and overall work;

▪

EY’s tenure, independence and objectivity;

▪

EY’s capability and expertise, including its understanding of our business and operations and overall industry knowledge;

▪

legal and regulatory considerations;

▪

data related to audit quality and performance, including recent PCAOB inspection reports on the firm;

▪

the appropriateness of EY’s fees; and

▪

the results of a management survey of EY’s overall performance.

In reliance on these reviews and discussions, and the report of the independent registered public accounting firm, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 filed with the ~~Securities and Exchange Commission.~~SEC.

THE AUDIT COMMITTEE

[MISSING IMAGE: ph_martinlaguerre-4c.jpg]

Kathy Hopinkah Hannan, ~~(Chair)~~

Chair

Thomas Hamilton

~~Michael Haylon~~

Martin Laguerre

John H. Schaefer

Scott Wede

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 67

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AUDIT COMMITTEE MATTERS

Relationship with Independent Registered Public Accounting Firm

The aggregate fees billed for ~~2022~~2023 and ~~2021~~2022 by EY for each of the following categories of services are set forth below:

  Service Category          2022          2021
Audit Fees⁽¹⁾
      $3,421,075       $3,022,800
Audit-Related Fees⁽²⁾
      —       $64,000
Tax Fees⁽³⁾
      $336,670       $393,660
All Other Fees⁽⁴⁾
      $405,000       $313,675
Total⁽⁵⁾
      $4,162,745       $3,794,135

Service Category 2023
($) 2022
($)
Audit fees(1) 3,233,000 3,416,275
Audit-related fees(2) 0 0
Tax fees(3) 519,760 336,670
All other fees(4) 455,000 405,000
Total(5) 4,207,760 4,157,945

(1)

Audit fees primarily relate to integrated audits of the Company’s annual consolidated financial statements and internal control over financial reporting under Sarbanes-Oxley Section 404, reviews of the Company’s quarterly consolidated financial statements, audits of the Company’s subsidiaries’ financial statements, accounting consultations and comfort letters and consents related to SEC registration statements.

~~Audit-Related~~ fees primarily relate to integrated audits of the Company’s annual consolidated financial statements and internal control over financial reporting under Sarbanes-Oxley Section 404, reviews of the Company’s quarterly consolidated financial statements, audits of the Company’s subsidiaries’ financial statements, accounting consultations and comfort letters and consents related to SEC registration statements.

(2)

Audit-related fees are primarily for assurance and related services that are traditionally ~~performed by the independent registered public accounting firm.~~

3.	~~Tax fees are primarily for preparation of tax returns and compliance services and tax consultations.~~

4.	~~All Other fees are for those services not described in one of the other categories.~~

5.	EY also provides audit and tax consulting and compliance services to funds that we do not consolidate. The fees for these services are provided to and paid by the funds and therefore are not included in the above table.

~~The Audit Committee has also adopted policies and procedures for~~ ~~pre-approving~~ ~~all~~ ~~non-audit~~ ~~work~~ performed by the independent registered public accounting firm.

(3)

Tax fees are primarily for preparation of tax returns and compliance services and tax consultations.

(4)

All other fees are for those services not described in one of the other categories.

(5)

EY also provides audit and tax consulting and compliance services to funds that we do not consolidate. The fees for these services are provided to and paid by the funds and therefore are not included in the above table.

The Audit Committee has adopted policies and procedures for pre-approving all non-audit services performed by the independent auditor.

The Audit Committee retained EY to provide certain non-audit services in ~~2022,~~2023, consisting of tax compliance and consultations, all of which were pre-approved by the Audit Committee.

The Audit Committee determined that the provision by EY of these non-audit services is compatible with EY maintaining its independence.

In addition to the non-audit services described above, the Audit Committee also pre-approved certain audit services, including comfort letters and consents related to SEC registration statements.

~~The Audit Committee has adopted policies and procedures for~~ ~~pre-approving~~ ~~all~~ ~~non-audit~~ ~~work performed by the independent auditor~~

~~We understand~~

The Company understands the need for EY to maintain objectivity and independence as the auditor of our financial statements and internal control over financial reporting. In accordance with SEC rules, the Audit Committee requires the lead EY partner assigned to ~~Annaly’s~~the Company’s audit to be rotated at least every five years, and the Audit Committee and its Chair are involved in selecting each new lead audit partner. The Audit Committee approved the hiring of EY to provide all of the services detailed above prior to such independent registered public accounting firm’s engagement. None of the services related to the Audit-Related Fees described above was approved by the Audit Committee pursuant to a waiver of pre-approval provisions set forth in applicable ~~rules of the SEC.~~

SEC rules.

68 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

P~~ROPOSAL~~ 6

~~Consideration of an Advisory Stockholder Proposal to Further Reduce the Ownership Threshold to Call a Special Meeting~~

John Chevedden, whose address is 2215 Nelson Avenue, Redondo Beach, California, has notified the Company of his intention to present the proposal printed below for stockholder consideration at the Annual Meeting.

The Company has printed verbatim the text of Mr. Chevedden’s proposal and his supporting statement. His proposal will be voted on at the Annual Meeting only if it is properly presented by or on behalf of Mr. Chevedden.

~~The Board unanimously recommends that stockholders vote~~ ~~AGAINST~~ ~~this stockholder proposal.~~

~~Stockholder Proposal~~

~~Proposal 6 - Adopt a Shareholder Right to Call a Special Shareholder Meeting~~

Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting regardless of length of stock ownership.

One of the main purposes of this proposal is to give all shareholders the right to formally participate in calling for a special shareholder meeting and to clear up any ambiguity that could prevent street name shareholders from the same formal participation in calling for a special shareholder meeting as non street name shareholders to the fullest extent possible.

Currently it appears only non street name shareholders can formally participate in calling for a special shareholder meeting. Thus if one makes the reasonable estimate that 50% of Annaly Capital stock is non street name stock, it means that our current requirement that 25% of shares are needed to call for a special shareholder meeting translates into 50% of this one category of stock.

Thus what seems to be a somewhat favorable 25% right to call for a special shareholder meeting turns into an unfavorable 50% right to call for a special shareholder meeting plus we have no right to act by written consent. A 50% stock ownership threshold to call for a special shareholder meeting means that any fleeting shareholder thought of calling for a special shareholder meeting is killed in the crib.

Plus many companies allow for both a right to call a shareholder meeting and a shareholder right to act by written consent and Annaly Capital Management shareholders have no right to act by written consent.

Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.

Management will have an incentive to genuinely engage with shareholders instead of stonewalling shareholders if shareholders have a realistic Plan B option of calling a special shareholder meeting. Management likes to claim that shareholders have multiple means to communicate with management but in most cases these low impact means are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting is an important step for effective shareholder engagement with management.

~~Please vote yes:~~

~~Adopt a Shareholder Right to Call a Special Shareholder Meeting - Proposal 6~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~Board of Directors’ Statement~~

~~The Board has carefully considered the above proposal and unanimously recommends a vote~~ ~~AGAINST~~TABLE OF CONTENTS

~~this proposal because the Board believes that the change requested by the proponent is unnecessary and not in the best interests of the Company or our stockholders.~~

The Company recently addressed stockholder special meeting rights by proactively lowering the threshold for stockholders to call a special meeting to 25% of shares outstanding after conducting extensive stockholder engagement

In February 2022, in response to stockholder engagement and to further enhance the Company’s corporate governance and stockholder rights framework, the Board affirmatively amended and restated our bylaws (the “Bylaws”) to reduce the ownership threshold required for stockholders to call a special meeting from a majority of shares outstanding to 25%. The Board believes that this existing special meeting right is the most appropriate for the Company at this time because it preserves a reasonable balance between providing stockholders with a meaningful right to call a special meeting and protecting stockholders against the unnecessary waste of corporate resources and disruption associated with convening a special meeting called by a small minority of stockholders to advance a narrow special interest or agenda. The Company has conducted substantial engagement with stockholders on this topic, meeting with 25% of our outstanding stockholders for their feedback on the appropriate special meeting right in the last three years. In addition, the Board also reviewed the policies of our major investors and considered that the 25% stock ownership threshold is the most common threshold used by companies in the S&P 500 with special meeting rights. Moreover, a 10% ownership threshold is lower than that of approximately 83% of S&P 500 companies that offer special meeting rights.

~~Special meeting rights are available to all stockholders, including beneficial holders~~

Our Bylaws provide all stockholders with the right to call a special meeting. Any stockholder, whether beneficial or of record, may exercise the right to call a special meeting. Stockholders that hold their shares through a broker, dealer, bank or another entity may, if they desire, either easily direct their broker or bank to participate in calling a special meeting or freely move their shares into registered name. In order to participate in calling a special meeting, beneficial holders can provide proof of ownership by submitting a written statement from the record holder of the securities (usually a bank or broker). When lowering the threshold to call a special meeting in 2022, our Board determined that it was in the best interest of our stockholders to provide this meaningful right to all stockholders.

~~Special meetings require substantial resources~~

Convening a special meeting of stockholders requires a substantial commitment of time, effort and resources, including significant legal and administrative fees, by the Company, our management and the Board, regardless of whether the meeting is held in person or virtually. The Company must pay to prepare, print and distribute to stockholders the legal disclosure documents related to the meeting, solicit proxies, tabulate votes and, for a virtual meeting, engage a service provider to host the meeting online. Management must also divert time to preparing for and conducting the meeting that could otherwise be dedicated to operating the business. Because of the considerable financial and administrative burdens associated with special meetings, the Board believes that special meetings should occur only to address extraordinary or urgent matters of importance to a reasonable percentage of our stockholders. If such a situation were to occur, the Company’s current 25% ownership threshold affords stockholders a meaningful opportunity to call a special meeting. A failure to receive 25% support to convene a special meeting is a strong indication that the issue is unduly narrow and not deemed critical by our stockholders generally. Lowering the ownership threshold to 10% may result in the right being used by special interest stockholders or stockholders with short-term outlooks seeking to advance narrow objectives that do not advance value for all stockholders, which would be costly and disruptive to the Company. The Board does not consider these objectives to be in the best long-term interests of all of our stockholders. Such a low threshold would give a small number of stockholders a disproportionate amount of influence over the affairs of the Company.

~~The Company engages in robust and meaningful engagement with our stockholders year-round~~

We actively and meaningfully engage with our stockholders throughout the year to provide an open and constructive forum for stockholders to express any concerns between annual meetings. Our stockholder engagement efforts allow us to better understand our stockholders’ priorities and perspectives, and enable the Company to effectively address the issues that matter most to our stockholders. In 2022, we reached out to 100% of all institutional investors and held over 125 meetings with stockholders across the U.S., Canada and Europe since 2022. In fact, it was in response to such robust and meaningful engagement with our stockholders that our Board determined that it was in the best interests of our stockholders to proactively lower the ownership threshold to call a special meeting to 25% of shares outstanding in 2022.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~The Company maintains a strong and effective corporate governance framework that demonstrates our commitment to remaining responsive and accountable to our stockholders~~

We are dedicated to strong and effective corporate governance and our Board regularly assesses and refines our corporate governance policies and practices. In addition to providing all stockholders with the meaningful right to call a special meeting at a 25% ownership threshold, we have also implemented a number of other corporate governance measures to safeguard the interests of our stockholders over the last five years. These measures include:

^∎	~~Declassifying our Board so that Directors are elected annually with a majority voting standard in uncontested elections~~

^∎	~~Separating the roles of CEO and Chair of the Board and appointing an Independent Chair of the Board~~

^∎	~~Internalizing the management of the Company, with the MDC Committee of the Board assuming oversight of the Company’s executive compensation program~~

^∎	~~Amending our Corporate Governance Guidelines to formalize our Board’s commitment to seeking out highly qualified candidates of diverse gender and race/ethnicity~~

^∎	~~Adding 5 new Independent and diverse Directors to our Board since 2018~~

^∎	~~Amending our governance documents to reflect integrated ESG oversight across the Board and its Committees~~

The Board believes that the Company’s strong and effective corporate governance policies and procedures provide the appropriate balance between ensuring accountability to our stockholders and enabling us to effectively oversee the Company’s business and affairs for the long-term benefit of our stockholders. The Board recently determined to lower the threshold to call a special meeting to 25% of shares outstanding, which aligns with best practices and strikes the appropriate balance between allowing stockholders to vote on important matters that arise between annual meetings and protecting against the potential for misuse of that right by a small group of stockholders with narrow short-term interests. In light of this recent amendment to our special meeting right and the Board’s demonstrated commitment to strong corporate governance and meaningful engagement with stockholders throughout the year, the Board believes that the adoption of this proposal is unnecessary and not in the best long-term interests of all of our stockholders.

~~Based on the foregoing governance considerations, stockholder feedback and market practice, and after careful consideration, the Board unanimously recommends that you vote~~ ~~AGAINST~~ ~~this proposal.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

STOCK OWNERSHIP INFORMATION

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of March ~~20, 2023~~18, 2024 relating to the beneficial ownership, as defined in SEC rules, of our common stock by by:

(i)

each NEO,

(ii)

each Director and nominee for Director,

(iii)

all executive officers and Directors as a group, and

(iv)

all persons that we know beneficially own more than 5% of our outstanding common stock.

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

Knowledge of the beneficial ownership of our common stock as shown below is drawn from statements filed with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act.

Beneficial Owner⁽¹⁾

Amount and Nature of Beneficial
Ownership⁽²⁾
Percent of Class⁽³⁾
David L. Finkelstein
   249,154                              *
Serena Wolfe
   10,858 *
Steven F. Campbell
   24,932 *
Anthony C. Green
   61,820 *
Timothy P. Coffey⁽⁴⁾
   31,606 *
Ilker Ertas⁽⁵⁾
   30,191 *
Francine J. Bovich
   63,573 *
Wellington J. Denahan
   473,554 *
Thomas Hamilton⁽⁶⁾
   134,531 *
Kathy Hopinkah Hannan
   19,530 *
Michael Haylon
   67,463 *
Martin Laguerre⁽⁷⁾
   0 *
Eric A. Reeves
   11,334 *
John H. Schaefer
   61,295 *
Glenn A. Votek
   97,508 *
Vicki Williams
   22,746 *
All Executive Officers & Directors as a Group (14 People)⁽⁸⁾

1,298,298
*
The Vanguard Group, Inc.⁽⁹⁾
   44,821,374
9.1%

BlackRock, Inc.⁽¹⁰⁾
   54,334,796
11.0%

*	~~Represents beneficial ownership of less than one percent of the common stock.~~

1.	The business address of each Director and NEO is c/o Annaly Capital Management, Inc., 1211 Avenue of the Americas, New York, NY 10036. To the best of the Company’s knowledge, each Director and NEO has sole voting and investment power with respect to the shares he or she beneficially owns.

~~For purposes of this table, “beneficial ownership” is determined in accordance with Rule~~ ~~13d-3~~ under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person, or such group of persons, has the right to acquire within 60 days of the date of determination. DSUs included in the above table are as follows: Francine J. Bovich 60,198 DSUs; Wellington J. Denahan 6,834 DSUs; Thomas Hamilton 19,531 DSUs; Kathy Hopinkah Hannan 9,995 DSUs; Michael Haylon 67,463 DSUs; Eric A. Reeves 8,060 DSUs; John H. Schaefer 39,422 DSUs; Glenn A. Votek 9,995 DSUs; and Vicki Williams 22,746 DSUs.

For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which such person or group of persons has the right to acquire within 60 days, including DSUs, are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the class owned by such person or group of persons, but are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by any other person or group of persons.

4.	Mr. Coffey was involuntarily terminated by the Company without cause effective February 2022. The beneficial ownership amount shown in the table above for Mr. Coffey is based on his holdings as reported in his most recent Form 4, which was filed with the SEC on February 3, 2022.

5.	Mr. Ertas was involuntarily terminated by the Company without cause effective November2022. The beneficial ownership amount shown in the table above for Mr. Ertas is based on his holdings as reported in his most recent Form 4, which was filed with the SEC on February 3, 2022.

6.	~~Includes 82,500 shares owned by Cure FA Foundation, Inc.~~

7.	~~Mr. Laguerre was appointed to the Board effective March 13, 2023.~~

8.	~~Excludes shares owned by Messrs. Coffey and Ertas.~~

Name and Address
of Beneficial Owner(1)

Amount and Nature of
Beneficial Ownership(2)
(#)

Percent of Class(3)

NEOs

David L. Finkelstein

314,010

Serena Wolfe

25,387

Steven F. Campbell

44,374

Anthony C. Green

97,187

Non-Employee Directors

Francine J. Bovich

81,581

Thomas Hamilton(4)

142,699

Kathy Hopinkah Hannan

27,698

Michael Haylon

86,547

Martin Laguerre

9,082

Manon Laroche(5)

Eric A. Reeves

21,020

John H. Schaefer

72,411

Glenn A. Votek

105,676

Scott Wede(6)

Vicki Williams

30,914

All Executive Officers & Directors as a Group (15 People)

1,058,586

5% Owners

The Vanguard Group, Inc.(7)
100 Vanguard Blvd.
Malvern, PA 19355

49,300,019

9.9%

BlackRock, Inc.(8)
50 Hudson Yards
New York, NY 10001

56,856,178

11.4%

Represents beneficial ownership of less than one percent of the common stock.

(1)

The business address of each Director and NEO is c/o Annaly Capital Management, Inc., 1211 Avenue of the Americas, New York,

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 69

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STOCK OWNERSHIP INFORMATION

NY 10036. To the best of the Company’s knowledge, each Director and NEO has sole voting and investment power with respect to the shares that they beneficially own.

(2)

For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person, or such group of persons, has the right to acquire within 60 days of the date of determination. DSUs included in the above table are as follows:

9.	The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, as a parent holding company or control person of certain named funds (“Vanguard”), filed a Schedule 13G/A on February 9, 2023 reporting, as of December 30, 2022, beneficially owning 44,821,374 shares of common stock with the shared power to vote or to direct the vote of 329,853 shares of common stock, the sole power to dispose or to direct the disposition of 43,827,597 shares of common stock and the shared power to dispose or to direct the disposition of 993,777Name	# DSUs
	Francine J. Bovich		78,206
	Thomas Hamilton		27,699
	Kathy Hopinkah Hannan		18,163
	Michael Haylon		86,547
	Martin Laguerre		9,082

Name	#DSUs
Eric A. Reeves		12,452
John H. Schaefer		50,538
Glenn A. Votek		18,163
Vicki Williams		30,914

(3)

For purposes of commuting the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which such person or group of persons has the right to acquire within 60 days, including DSUs, are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the class owned by such person or group of persons, but are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by any other person or group of persons.

(4)

Includes 82,500 shares owned by Cure FA Foundation, Inc.

(5)

Ms. Laroche was appointed to the Board effective October 1, 2023.

(6)

Mr. Wede was appointed to the Board effective October 1, 2023.

(7)

The Vanguard Group, Inc., as a parent holding company or control person of certain named funds (“Vanguard”), filed a Schedule 13G/A on February 13, 2024 reporting, as of December 29, 2023, beneficially owning 49,300,019 shares of common stock with the shared power to vote or to direct the vote of 326,988 shares of common stock, the sole power to dispose or to direct the disposition of 48,205,249 shares of common stock and the shared power to dispose or to direct the disposition of 1,094,770 shares of common stock. This information is ~~based solely on information contained in the Schedule 13G/A filed by Vanguard.~~

~~10.~~

BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, as a parent holding company or control person of certain named funds (“BlackRock”), filed a Schedule 13G/A on January 26, 2023 reporting, as of December 31, 2022, beneficially owning 54,334,796 shares of common stock with the sole power to vote or to direct the vote of 51,198,073 shares of common stock and the sole power to dispose or to direct the disposition of 54,334,796 shares of common stock. This information is based solely on information contained in the Schedule 13G/A filed by BlackRock.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~We believe that~~ based solely on ~~our review~~information contained in the Schedule 13G/A filed by Vanguard.

(8)

BlackRock, Inc., as a parent holding company or control person of ~~the reports~~certain named funds (“BlackRock”), filed ~~during the fiscal year ended~~a Schedule 13G/A on January 24, 2024 reporting, as of December 31, ~~2022,~~2023, beneficially owning 56,856,178 shares of common stock with the sole power to vote or to direct the vote of 53,394,823 shares of common stock and the sole power to dispose or to direct the disposition of 56,856,178 shares of common stock. This information is based solely on information contained in the ~~written representations of those filing reports, all Section 16(a) forms required to be~~Schedule 13G/A filed by ~~Annaly’s executive officers, Directors and beneficial owners of more than ten percent of our common stock were filed on a timely basis and in compliance with Section 16(a) of the Exchange Act.~~

BlackRock.

70 | ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT

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OTHER INFORMATION

Where You Can Find More Information

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. SEC filings are available to the public from commercial document retrieval services and at the ~~Internet worldwide web site~~website maintained by the SEC at ~~www.sec.gov.~~

www.sec.gov.

Annaly’s website is ~~www.annaly.com.~~www.annaly.com. We make available on this website under ~~“Investors—~~“Investors — SEC Filings,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as proxy statements and other information filed with or furnished to the SEC as soon as reasonably practicable after such materials are electronically submitted to the SEC.

Additionally, onupon written request, the Company will provide without charge to each record or beneficial holder of the Company’s common stock as of the close of business on ~~March 20, 2023 (the “Record Date”)~~the Record Date (March 18, 2024) a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, as filed with the SEC. You should address your request ~~to Investor Relations, Annaly Capital Management, Inc., 1211 Avenue of the Americas, New York, NY 10036 or email your request to investor@annaly.com.~~to:


			Investor Relations Annaly Capital Management, Inc. 1211 Avenue of the Americas New York, NY 10036							or email your request to: investor@annaly.com

Stockholder Proposals and Nominations

Any stockholder intending to propose a matter for consideration at the Company’s ~~2024~~2025 Annual Meeting and have the proposal included in the proxy statement and form of proxy for such meeting must, in addition to otherwise complying with the applicable laws and regulations governing submissions of such proposals (Rule 14a-8 of the Exchange Act), submit the proposal in writing no later than December ~~7, 2023,~~5, 2024, in order to be timely.

Pursuant to the Company’s ~~Bylaws~~current bylaws and to comply with universal proxy rules, any stockholder intending to nominate a Director or present a proposal at an annual meeting of stockholders that is not intended to be included in the proxy statement for such annual meeting must provide, in addition to otherwise complying with the ~~Bylaws~~current bylaws and applicable law, written notification not later than 5:00 p.m. ~~Eastern Time~~(Eastern Time) on the date that is 120 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting nor earlier than 150 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, any stockholder who intends to submit such a nomination or such a proposal at the ~~2024~~2025 Annual Meeting must provide written notification of such proposal by December ~~7, 2023,~~5, 2024, but in no event earlier than November ~~7, 2023,~~5, 2024, assuming that the ~~2023~~2025 Annual Meeting is held on schedule.

Any such nomination or proposal should be sent ~~to Anthony C. Green, the Chief Corporate Officer, Chief Legal Officer and Secretary, Annaly Capital Management, Inc., 1211 Avenue of the Americas, New York, NY 10036~~ to:


			Anthony C. Green Chief Corporate Officer, Chief Legal Officer and Secretary Annaly Capital Management, Inc. 1211 Avenue of the Americas New York, NY 10036

and, to the extent applicable, must include the information required by the Company’s ~~Bylaws.~~current bylaws.

ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT | 71

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OTHER INFORMATION

Other Matters

As of the date of this Proxy Statement, the Board does not know of any matter that will be presented for consideration at the Annual Meeting other than as described in the Notice of Annual Meeting and this Proxy Statement.

Questions and Answers ~~About~~about the Annual Meeting

When and where is the Annual Meeting?

The Annual Meeting will be held on May ~~17, 2023,~~15, 2024, at 9:00 a.m. (Eastern Time) online at

www.virtualshareholdermeeting.com/~~NLY2023.~~ NLY2024.

If you plan to attend the Annual Meeting online, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials.

		Date and Time			May 15, 2024 9:00 a.m., Eastern Time
		Virtual Meeting			www.virtualshareholder meeting.com/NLY2024

		Q			Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?

The SEC has approved “Notice and Access” rules relating to the delivery of proxy materials over the Internet. These rules permit the Company to furnish proxy materials, including this Proxy Statement and the Annual Report, to stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice, which will be mailed to stockholders, provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may authorize your proxy via the Internet or by telephone. If you would like to receive a paper or email copy of the Company’s proxy materials, you should follow the instructions for requesting such materials printed on the Notice.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be considered and voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to authorize your proxy via the Internet or by telephone or how to vote at the Annual Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the ~~Internet,~~internet, by telephone or by returning a signed paper proxy card.

~~Who is entitled to vote at the Annual Meeting?~~

A	~~Only common stockholders of record as of the close of business on the Record Date (March 20, 2023) are entitled to vote at the Annual Meeting.~~

How can I vote my shares?

A		A			You may vote online during the Annual Meeting prior to the closing of the polls at ~~www.virtualshareholdermeeting.com/NLY2023,~~www.virtualshareholder meeting.com/NLY2024, or by proxy via Internet ~~(www.proxyvote.com)~~(www.proxyvote.com), telephone (1-800-690-6903~~(1-800-690-6903)~~), or by completing and returning your proxy card. The Company recommends that you authorize a proxy to vote even if you plan to virtually attend the Annual Meeting as you can always change your vote online atduring the ~~meeting.~~Annual Meeting. You can authorize a proxy to vote via the Internet or by telephone at any time prior to 11:59 p.m.~~, Eastern Time,~~ (Eastern Time) May ~~16, 2023,~~14, 2024, the day before the Annual Meeting.

[MISSING IMAGE: ic_yourvote-pn.gif]

Your vote is very important. Please exercise your right to vote.

Vote Before the Meeting Vote During the Meeting
[MISSING IMAGE: ic_internet-pn.jpg] Internet [MISSING IMAGE: ic_mobiledevice-pn.jpg] Mobile Device
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[MISSING IMAGE: ic_phone-pn.jpg] Phone [MISSING IMAGE: ic_mail-pn.jpg] Mail [MISSING IMAGE: ic_attendmeeting-pn.jpg] Attend the Meeting
Online at
www.proxyvote.com Scan the QR code to visit
www.proxyvote.com Call toll-free 24/7 1-800-690-6903 Complete & return your proxy card
Online at www.virtualshareholder
meeting.com/NLY2024

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OTHER INFORMATION

If you hold your shares in “street name” ~~(that~~(that is, through a broker or other nominee), your broker or nominee will not vote your shares with regard to non-routine matters unless you provide instructions to your broker or nominee on how to vote your shares. You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions. To ensure that your proxy is voted, it should be received prior to 11:59 p.m.~~, Eastern Time,~~ (Eastern Time) May ~~16, 2023,~~14, 2024, the day before the Annual Meeting. If you submit a proxy without giving instructions, your shares will be voted as recommended by the Board.

What quorum is required for the Annual Meeting?

A quorum will be present at the Annual Meeting if stockholders entitled to cast a majority of all the votes entitled to be cast on any matter are present, in person or by proxy. At the close of business on the Record Date there were ~~493,880,722~~500,440,023 outstanding shares of the Company’s common stock, each entitled to one vote per share. Abstentions and “broker non-votes” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. If a quorum is not present at the Annual Meeting, the Company expects that the Annual Meeting will be adjourned to solicit additional proxies.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

What are the voting requirements that apply to the proposals discussed in this Proxy Statement?

Proposal

Vote
Required

~~Proposal~~

~~Vote Required~~

Discretionary
Voting
Allowed

Effect of
Abstentions

Effect of
Broker
Non-Votes

Board
Recommendation

~~(1)~~ Election of Directors listed herein

Majority

of votes cast

No effect

FOR each Director
nominee

~~(2)~~ Advisory approval of executive compensation

Majority

of votes cast

No effect

FOR

~~(3) Consideration of advisory vote on frequency of future advisory votes on executive compensation~~

Plurality of
votes cast

~~EVERY ONE YEAR~~

~~(4) Amendment to our charter~~

Majority of
votes entitled to
be cast

~~Yes~~

~~FOR~~

~~(5)~~ Ratification of the appointment of Ernst & Young LLP

Majority

of votes cast

~~Yes~~

Yes

~~FOR~~

No effect

N/A

~~(6) Consideration of advisory stockholder proposal to further reduce the ownership threshold to call a special meeting~~

~~Majority~~

~~of votes cast~~

FOR

~~AGAINST~~

“Majority of votes cast” ~~means,~~ means:

(a)

with regard to an uncontested election of Directors, the affirmative vote of a majority of total votes cast for and against the election of each Director nominee; and

(b)

with regard to the advisory approval of executive compensation and the ratification of the appointment of EY, ~~and the advisory stockholder proposal,~~ the affirmative vote of a majority of the votes cast on the matter at the Annual Meeting.

“Majority of votes entitled to be cast” means, with regard to the amendment of our charter, the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote on the matter.

“Plurality” means, with regard to the advisory vote on the frequency of future advisory votes to approve our executive compensation, the option (every one, two or three years) receiving the greatest number of “for” votes will be considered the frequency recommended by stockholders.

“Discretionary voting” occurs when a bank, broker or other holder of record does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal as to which the ~~rules of the~~ NYSE listing standards permit such bank, broker or other holder of record to vote (“routine matters”). When banks, brokers and other holders of record are not permitted under the NYSE ~~rules~~listing standards to vote the beneficial owner’s shares on a proposal (“(“non-routine matters”), if you do not provide voting instructions, your shares will not be voted on such proposal. This is referred to as a “broker non-vote.”

For each of the proposals above, you can vote or authorize a proxy to vote ~~“FOR,~~“FOR,” ~~“AGAINST”~~“AGAINST” or “ABSTAIN” or, with regard to the advisory vote on the frequency of future advisory votes on executive compensation, “EVERY ONE YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS” or “ABSTAIN.“ABSTAIN.”

~~What is the effect of abstentions and “broker~~ ~~non-votes”~~ ~~on the proposals submitted at the Annual Meeting?~~

A	~~Abstentions will have no effect on~~ ~~Proposal 1~~, ~~Proposal 2~~, ~~Proposal 3~~, ~~Proposal 5~~ or ~~Proposal 6~~.

Abstentions will have ~~the same~~no effect ~~as a vote AGAINST~~ on Proposal 4.

~~“Broker~~ 1, Proposal 2 or Proposal 3. “Broker non-votes,” if any, will have no effect on Proposal 1, or Proposal 2, ~~Proposal 3~~ or ~~Proposal 6~~.2. As ~~they are~~it is a routine matters and discretionary voting is allowed, “broker non-votes” are not applicable to Proposal 4 or ~~Proposal 5~~.

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OTHER INFORMATION

How will my shares be voted if I do not specify how they should be voted?

A	~~Properly executed proxies that do not contain voting instructions will be voted as follows:~~

~~(1)~~A

~~Proposal No. 1~~▪

PROPOSAL 1: : FOR the election of each Director nominee listed ~~herein;~~herein

~~(2)~~▪

~~Proposal No. 2~~PROPOSAL 2: : FOR the approval, on a non-binding and advisory basis, of the Company’s executive compensation as described in this Proxy ~~Statement;~~Statement

~~(3)~~▪

~~Proposal No. 3~~PROPOSAL 3: ~~: For EVERY ONE YEAR with regard to the frequency of future advisory votes to approve our executive compensation;~~

~~(4)~~

~~Proposal No. 4~~FOR~~: FOR the approval of the amendment to our charter to decrease the number of authorized shares of stock;~~

~~(5)~~

~~Proposal No. 5: FOR~~ the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2023; and~~2024

~~(6)~~

~~Proposal No. 6: AGAINST the consideration of an advisory stockholder proposal to further reduce the ownership threshold to call a special meeting.~~

What do I do if I want to change my vote?

You may revoke a proxy at any time before it is exercised by filing a duly executed revocation of proxy, by by:

▪

submitting a duly executed proxy with a later date,

▪

using the phone or online voting procedures, or

▪

by participating in the Annual Meeting via live webcast and voting online during the Annual Meeting prior to the closing of the polls.

You may revoke a proxy by any of these methods, regardless of the method used to deliver your previous proxy. Virtual attendance at the Annual Meeting without voting online will not itself revoke a proxy.

How will voting on any other business be conducted?

Other than the ~~six~~three proposals described in this Proxy Statement, the Company knows of no other business to be considered at the Annual Meeting. If any other matters are properly presented at the meeting, your signed proxy card authorizes David L. Finkelstein, Chief Executive Officer and Chief Investment Officer, and Anthony C. Green, Chief Corporate Officer, Chief Legal Officer and Secretary, or either of them acting alone, with full power of substitution in each, to vote on those matters in their discretion.

Who will count the vote?

Representatives of American Election Services, LLC, the independent inspector of elections, will count the votes.

How can I attend the Annual Meeting?

All stockholders of record as of the close of business on the Record Date can attend the Annual Meeting online at www.virtualshareholdermeeting.com/~~NLY2023.~~ NLY2024.

Please note that listening to the telephonic audio broadcast will not be deemed to be attending the Annual Meeting, and you cannot vote from such audio broadcast.

If you plan to attend the Annual Meeting online or listen to the telephonic audio broadcast, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. Online check-in will begin at 8:30 a.m. (Eastern Time), and you should allow ample time for online check-in procedures.

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OTHER INFORMATION

Will I be able to ask questions and participate in the Annual Meeting?

The virtual ~~meeting~~Annual Meeting will be available to stockholders across the globe via any Internet-connected device and has been designed to provide the same rights to participate as you would have at an in-person meeting, including providing opportunities to vote, make statements and ask questions. The Company will respond to as many inquiries that are pertinent to the Company at the Annual Meeting as time allows. Questions that are substantially similar may be grouped and answered once to avoid repetition. Additional information regarding the rules and procedures for participating in the Annual Meeting will be provided in our rules of conduct for the Annual ~~Meeting, which stockholders can view during the meeting at the meeting website.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

Meeting.

What is the pre-meeting forum and how can I access it?

One of the benefits of the online Annual Meeting format is that it allows the Company to communicate more effectively with our stockholders via a pre-meeting forum that you can access by visiting ~~www.proxyvote.com.~~www.proxyvote.com. Through use of the pre-meeting forum, stockholders can submit questions in advance of the Annual Meeting and view copies of the Company’s proxy materials. The Company will respond to as many inquiries that are pertinent to the Company at the Annual Meeting as time allows.

Why is the Company holding the Annual Meeting online?

We believe that the virtual meeting format allows enhanced participation of, and interaction with, our global stockholder base. Virtual meetings also reduce costs for both the Company and our stockholders and reflect the Company’s commitment to environmentally-friendly practices.

		Q			What if I have difficulties accessing the pre-meeting forum or locating my 16-digit control number prior to the day of the Annual Meeting on May ~~17, 2023?~~ 15, 2024?

Prior to the day of the Annual Meeting on May ~~17, 2023,~~15, 2024, if you need assistance with your 16-digit control number and you hold your shares in your own name, please call toll-free 1-844-976-0738 in the United States or 1-303-562-9301 if calling from outside the United States. If you hold your shares in the name of a bank or brokerage firm, you will need to contact your bank or brokerage firm for assistance with your 16-digit control number.

		Q			What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the live webcast of the Annual Meeting?

If you encounter any difficulties accessing the live webcast of the Annual Meeting during the check-in or during the Annual Meeting itself, including any difficulties with your 16-digit control number, please call toll-free 1-844-986-0822 in the United States or 1-303-562-9302 if calling from outside the United States, for assistance. Technicians will be ready to assist you beginning at 8:30 a.m. Eastern Time with any difficulties.

ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT | 75

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OTHER INFORMATION

How will the Company solicit proxies for the Annual Meeting?

The expense of soliciting proxies will be borne by the Company. Proxies will be solicited principally through the use of mail, but Directors, executive officers and employees, who will not be specially compensated, may solicit proxies from stockholders by telephone, facsimile or other electronic means or in person. Also, the Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for any reasonable expenses in forwarding proxy materials to beneficial owners.

The Company has retained Georgeson Inc. (“Georgeson”), a proxy solicitation firm, to assist in the solicitation of proxies in connection with the Annual Meeting. We will pay Georgeson a fee of $18,000 for its services. In addition, we may pay Georgeson additional fees depending on the extent of additional services requested by the Company and will reimburse Georgeson for expenses Georgeson incurs in connection with its engagement by the Company. In addition to the fees paid to Georgeson, we will pay all other costs of soliciting proxies.

Stockholders have the option to vote over the Internet or by telephone. Please be aware that if you vote over the telephone, you may incur costs such as telephone and access charges for which you will be responsible.

The Company has retained Georgeson Inc. (“Georgeson”), a proxy solicitation firm, to assist in the solicitation of proxies in connection with the Annual Meeting. We will pay Georgeson a fee of $19,000 for its services. In addition, we may pay Georgeson additional fees depending on the extent of additional services requested by the Company and will reimburse Georgeson for expenses Georgeson incurs in connection with its engagement by the Company. In addition to the fees paid to Georgeson, we will pay all other costs of soliciting proxies. Stockholders have the option to vote over the Internet or by telephone. Please be aware that if you vote over the telephone, you may incur costs such as telephone and access charges for which you will be responsible.

What is “Householding” and does the Company do this?

“Householding” is a procedure approved by the SEC under which stockholders who have the same address and do not participate in electronic delivery of proxy materials receive only one copy of a company’s proxy statement and annual report unless one or more of these stockholders notifies the company or their respective bank, broker or other intermediary that they wish to continue to receive individual copies. The Company engages in this practice as it reduces printing and postage costs. However, if a stockholder of record residing at such an address wishes to receive a separate Annual Report or Proxy Statement, ~~he, she or it~~they may request it it:

▪

by writing to to:

Annaly Capital Management, Inc.,
1211 Avenue of the Americas, New York, NY 10036
Attention: Investor Relations

▪

by emailing investor@annaly.com, or by

▪

calling 212-696-0100

and the Company will promptly deliver the requested Annual Report or Proxy Statement. If a stockholder of record residing at such an address wishes to receive a separate Annual Report or Proxy Statement in the future, ~~he, she or it~~they may contact the Company in the same manner.

If you are an eligible stockholder of record receiving

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

multiple copies of the Company’s Annual Report and Proxy Statement, you can request householding by contacting the Company in the same manner. If you own your shares through a bank, broker or other nominee, you can request householding by contacting the bank, broker or other nominee.

Could the Annual Meeting be postponed or adjourned?

If a quorum is not present or represented, the Company’s bylaws and Maryland law permit the Chair of the meeting to adjourn the Annual Meeting, without notice other than an announcement at the Annual Meeting. Additionally, the ~~Board is permitted to postpone the meeting~~Annual Meeting may be postponed to a date not more than 120 days after the Record Date for the Annual Meeting without setting a new record date. In such case, the Company will announce the date, time and place to which the meeting is postponed not less than ten days prior to the date of such postponed meeting.

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OTHER INFORMATION

Who can help answer my questions?

A		A			If you have any questions or need assistance voting your shares or if you need copies of this Proxy Statement or the proxy card, you should contact:

~~Annaly Capital Management, Inc.~~

~~1211 Avenue of the Americas~~

~~New York, NY 10036~~

~~Phone:~~ ~~1-888-8~~ ~~ANNALY~~

~~Facsimile: (212)~~ ~~696-9809~~

~~Email: investor@annaly.com~~

~~Attention: Investor Relations~~

[MISSING IMAGE: ic_mail-pn.jpg]
Annaly Capital Management, Inc.
1211 Avenue of the Americas
New York, NY 10036
[MISSING IMAGE: ic_phone-pn.jpg]

Phone
1-888-8 ANNALY

[MISSING IMAGE: ic_facsimile-pn.jpg]

Facsimile
(212) 696-9809

[MISSING IMAGE: ic_email-pn.jpg]

Email
investor@annaly.com
Attention: Investor Relations

The Company’s principal executive offices are located at the address above.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains certain forward-looking statements which are based on various assumptions (some of which are beyond our control) and may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability of mortgage-backed securities and other securities for purchase; the availability of financing and, if available, the terms of any financing; changes in the market value of the Company’s assets; changes in business conditions and the general economy; the Company’s ability to grow our residential credit business; the Company’s ability to grow our mortgage servicing rights business; credit risks related to the Company’s investments in credit risk transfer securities, residential mortgage-backed securities and related residential mortgage credit assets; risks related to investments in mortgage servicing rights; the Company’s ability to consummate any contemplated investment opportunities; changes in government regulations or policy affecting the Company’s business; the Company’s ability to maintain our qualification as a REIT for U.S. federal income tax purposes; the Company’s ability to maintain our exemption from registration under the Investment Company Act of 1940; and operational risks or risk management failures by us or critical third parties, including cybersecurity ~~incidents; and risks and uncertainties related to the~~ ~~COVID-19~~ ~~pandemic, including as related to adverse economic conditions on real estate-related assets and financing conditions.~~incidents. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| 77

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APPENDIX

~~ENDNOTES~~

~~Annaly at a Glance & Evolution of Annaly (page 3)~~

~~Note: Financial data as of December 31, 2022.~~

1.	~~Permanent capital represents Annaly’s total stockholders’ equity.~~

~~Total portfolio represents Annaly’s investments that are~~ ~~on-balance~~ ~~sheet as well as investments that are~~ ~~off-balance~~ sheet in which Annaly has economic exposure. Assets exclude assets transferred or pledged to securitization vehicles of $9.1bn, include TBA purchase contracts (market value) of $10.6bn, CMBX derivatives (market value) of $0.4bn and $1.0bn of retained securities that are eliminated in consolidation and are shown net of participations issued totaling $0.8bn.

3.	~~This represents substantially all of the middle market lending assets held on balance sheet as well as assets managed for third parties.~~

4.	~~Excludes any applicable underwriting discounts and other offering expenses and includes the underwriters’ full exercise of their overallotment option to purchase additional shares of stock.~~

5.	~~Issuer ranking data from Inside Nonconforming Markets for 2021-2022.~~

~~Recent Operating Achievements & Annaly’s Shared Capital Model and Strategic Focus (page 4)~~

~~Note: Market data and financial data as of December 31, 2022.~~

1.	~~This represents substantially all of the middle market lending assets held on balance sheet as well as assets managed for third parties.~~

2.	~~Issuer ranking data from Inside Nonconforming Markets for 2021-2022.~~

3.	~~Information aggregated from 2022 YTD Fannie Mae and Freddie Mac monthly loan level files by eMBS servicing transfer data as of December 31, 2022.~~

4.	~~Represents a~~ ~~non-GAAP~~ ~~financial measure. See Appendix for a reconciliation of~~ ~~non-GAAP~~ ~~financial measures to most directly comparable GAAP measures.~~

~~Amount includes $1.1bn raised through the Company’s~~ ~~at-the-market~~ sales program for our common stock, net of sales agent commissions and excluding other offering expenses, and $1.5bn raised through two common equity offerings, excluding any applicable underwriting discounts and other offering expenses and including the underwriters’ full exercise of their overallotment option to purchase additional shares of stock.

~~Represents Annaly’s investments that are~~ ~~on-balance~~ ~~sheet as well as investments that are~~ ~~off-balance~~ sheet in which Annaly has economic exposure. Agency assets include TBA purchase contracts (market value) of $10.6bn. Residential credit assets exclude assets transferred or pledged to securitization vehicles of $9.1bn, include $1.0bn of retained securities that are eliminated in consolidation and are shown net of participations issued totaling $0.8bn.

7.	Capital allocation for each of the investment strategies is calculated as the difference between each investment strategy’s allocated assets, which include TBA purchase contracts, and liabilities. Dedicated capital allocations as of December 31, 2022 exclude commercial real estate assets.

Sector rank compares Annaly dedicated capital for both our agency and residential credit businesses as of December 31, 2022 (adjusted for P/B as of December 31, 2022) to the market capitalization of the companies in each respective comparative sector as of December 31, 2022. The companies in each comparative sectors are selected as follows: agency and residential credit sector ranking represent “Agency Peers” (AGNC, ARR, EARN, ORC and TWO) and “Hybrid Peers” (AJX, CHMI, CIM, DX, EFC, IVR, MFA, MITT, NYMT, PMT, RITM, RWT and WMC), respectively, within the Bloomberg Mortgage REIT Index as of December 31, 2022.

~~Delivering Significant Value for Stockholders (page 5)~~

1.	~~Data shown since Annaly’s initial public offering in October 1997 through December 31, 2022 and includes common and preferred dividends declared.~~

2.	~~Total shareholder return for the period beginning October 7, 1997 through December 31, 2022.~~

~~Board Composition, Structure and Refreshment (page 7)~~

1.	“Continuing Directors” represent the ten members of the Board following the Annual Meeting (assuming all nominees are elected). Directors have self-identified as bringing diversity to the Board by way of gender, race, ethnicity, national origin or other characteristics.

~~Continuing Director Diversity (page 8)~~

1.	“Continuing Directors” represent the ten members of the Board following the Annual Meeting (assuming all nominees are elected). Directors have self-identified as bringing diversity to the Board by way of gender, race, ethnicity, national origin or other characteristics

~~Corporate Governance at Annaly (page 11)~~

1.	“Continuing Directors” represent the ten members of the Board following the Annual Meeting (assuming all nominees are elected). Directors have self-identified as bringing diversity to the Board by way of gender, race, ethnicity, national origin or other characteristics.

~~Board Committees (page 19)~~

While Mr. Votek has the attributes of an “audit committee financial expert” under SEC rules based on his experience serving in a number of senior financial executive roles, including as the Company’s former CFO, Mr. Votek does not qualify as an Independent Director and is therefore ineligible to serve on the Audit Committee.

~~2022 Investment Strategy and Performance (page 32)~~

~~Source: Company filings and Bloomberg. Financial data as of December 31, 2022, unless otherwise noted. Market data as of December 31, 2022.~~

2.	~~Permanent capital represents Annaly’s total stockholders’ equity.~~

Represents the capital allocation for each of the investment strategies and is calculated as the difference between each investment strategy’s allocated assets, which include TBA purchase contracts, and liabilities. Dedicated capital allocations as of December 31, 2022 exclude commercial real estate assets.

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~Non-GAAP Reconciliations

4.	Compares Annaly’s total shareholder return since its IPO on October 8, 1997 through December 31, 2022 against the total shareholder return of the S&P 500 Index and the BBREMTG Index (excluding Annaly) over the same time period.

5.	~~Represents a~~ ~~non-GAAP~~ ~~financial measure. See Appendix for a reconciliation of~~ ~~non-GAAP~~ ~~financial measures to most directly comparable GAAP measures.~~

6.	~~Information aggregated from 2022 YTD Fannie Mae and Freddie Mac monthly loan level files by eMBS servicing transfer data as of December 31, 2022.~~

7.	~~MSR assets include limited partnership interests in an MSR fund, which is reported in Other Assets.~~

8.	~~This represents substantially all of the middle market lending assets held on balance sheet as well as assets managed for third parties.~~

~~Financing, Capital and Liquidity (page 33)~~

1.	~~Represents a~~ ~~non-GAAP~~ ~~financial measure. See Appendix for a reconciliation of~~ ~~non-GAAP~~ ~~financial measures to most directly comparable GAAP measures.~~

“Unencumbered assets” are representative of Annaly’s excess liquidity and are defined as assets that have not been pledged or securitized (generally including cash and cash equivalents, Agency MBS, CRT, ~~Non-Agency~~ ~~MBA, residential mortgage loans, MSR, reverse repurchase agreements, other unencumbered financial assets and capital stock.~~

4.	Includes a $405mm residential whole loan securitization priced in January 2023, a $306mm residential whole loan securitization priced in February 2023 and a $421mm residential whole loan securitization priced in February 2023.

5.	~~Issuer ranking data from Inside Nonconforming Markets for 2021-2022.~~

~~Operational Efficiency (page 34)~~

Represents operating expense as a percentage of average equity as of December 31, 2022 annualized. Operating expense is defined as: (i) for internally-managed peers, the sum of compensation and benefits, G&A and other operating expenses, less any ~~one-time~~ ~~or transaction related expenses and (ii) for externally-managed peers, the sum of net management fees, compensation and benefits (if any), G&A and other operating expenses, less any~~ ~~one-time~~ or transaction related expenses. Internally-managed peers and externally-managed peers represent the respective internally- and externally-managed members of the BBREMTG Index as of December 31, 2022.

~~What the Company Does (page 37)~~

1.	~~Performance-based compensation percentages for 2022 derived from the Total Direct Compensation Table on page 36 of this Proxy Statement.~~

~~Executive Compensation Design and Award Decisions for 2022 (page 39)~~

1.	~~2022 CEO pay mix derived from the Total Direct Compensation Table on page 36 of this Proxy Statement.~~

2.	~~2022 Other NEO pay mix derived from the Total Direct Compensation Table on page 36 of this Proxy Statement.~~

~~ANNALY CAPITAL MANAGEMENT~~ ç~~2023 PROXY STATEMENT~~

~~APPENDIX –~~ ~~NON-GAAP~~ ~~RECONCILIATIONS~~

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company provides non-GAAP financial measures. These measures should not be considered a substitute for, or superior to, financial measures computed in accordance with GAAP. These non-GAAP measures provide additional detail to enhance investor understanding of the Company’s period-over-period operating performance and business trends, as well as for assessing the Company’s performance versus that of industry peers. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP results are provided below.

Unaudited, dollars in thousands except per share amounts

   For the Year
Ended    For the Quarters Ended
   12/31/22    12/31/22    9/30/22    6/30/22    3/31/22
GAAP Net Income to Earnings Available for Distribution Reconciliation

GAAP net income (loss)
   $1,726,420    ($886,814)    ($273,977)    $863,317    $2,023,894
Net income (loss) attributable to non-controlling interests
   1,095    1,548    1,287    (3,379)    1,639
Net income (loss) attributable to Annaly
   1,725,325    (888,362)    (275,264)    866,696    2,022,255
Adjustments to exclude reported realized and unrealized (gains) losses:

Net (gains) losses on investments and other
   4,602,456    1,124,924    2,702,512    615,216    159,804
Net (gains) losses on derivatives ⁽¹⁾
   (4,493,013)    202,337    (1,976,130)    (1,014,651)    (1,704,569)
Loan loss provision (reversal) ⁽²⁾
   (22,923)    7,258    (1,613)    (29,380)    812
Business divestiture-related (gains) losses ⁽³⁾
   40,258    13,013    2,936    23,955    354
Other adjustments:

Depreciation expense related to commercial real estate and amortization of intangibles ⁽⁴⁾
   3,948    758    758    1,302    1,130
Non-EAD (income) loss allocated to equity method investments ⁽⁵⁾
   (15,499)    (306)    (2,003)    (3,270)    (9,920)
Transaction expenses and non-recurring items ⁽⁶⁾
   7,620    807    1,712    1,751    3,350
Income tax effect of non-EAD income (loss) items
   46,070    (418)    (9,444)    28,841    27,091
TBA dollar roll income and CMBX coupon income ⁽⁷⁾
   431,475    34,767    105,543    161,673    129,492
MSR amortization ⁽⁸⁾
   (114,992)    (38,633)    (22,897)    (33,810)    (19,652)
Plus:

Premium amortization adjustment (PAA) cost (benefit)
   (360,587)    (8,136)    (45,414)    (127,521)    (179,516)
Earnings available for distribution *
   1,850,138    448,009    480,696    490,802    430,631
Dividends on preferred stock
   110,623    29,974    26,883    26,883    26,883
Earnings available for distribution attributable to common stockholders *
   $1,739,515    $418,035    $453,813    $463,919    $403,748
GAAP net income (loss) per average common share⁽⁹⁾
   $3.93    ($1.96)    ($0.70)    $2.21    $5.46
Earnings available for distribution per average common share⁽⁹⁾ *
   $4.23    $0.89    $1.06    $1.22    $1.11

*	~~Represents a~~ ~~non-GAAP~~ ~~financial measure.~~

The adjustment to add back Net (gains) losses on derivatives does not include the net interest component of interest rate swaps which is reflected in earnings available for distribution. The net interest component of interest rate swaps totaled $286.6 million, $141.1 million, $1.0 million, and ($62.5) million for the quarters ended December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022, respectively.

Includes $0.0 million, $0.0 million, ($2.5) million and $0.2 million of loss provision (reversal) on the Company’s unfunded loan commitments for the quarters ended December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022, respectively, which is reported in Other, net in the Company’s Consolidated Statement of Comprehensive Income (Loss).

3.	Includes losses (gains) related to the sale of the Company’s middle market lending portfolio for the quarters ended December 31, 2022, September 30, 2022 and June 30, 2022 and losses (gains) related to the sale of the Company’s commercial real estate business for the quarter ended March 31, 2022.

4.	~~Includes depreciation and amortization expense related to equity method investments.~~

5.	~~The Company excludes~~ ~~non-EAD~~ (income) loss allocated to equity method investments, which represents the unrealized (gains) losses allocated to equity interests in a portfolio of MSR, which is reported in Other, net in the Company’s Consolidated Statement of Comprehensive Income (Loss).

6.	~~All quarters presented include costs incurred in connection with securitizations of residential whole loans.~~

7.	~~TBA dollar roll income and CMBX coupon income each represent a component of Net gains (losses) on derivatives. CMBX coupon income totaled $1.1 million for each of the quarters presented.~~

8.	MSR amortization utilizes purchase date cash flow assumptions and actual unpaid principal balances and is calculated as the difference between projected MSR yield income and net servicing income for the period.

9.	~~Net of dividends on preferred stock.~~

	For the Year Ended		For the Quarters Ended
GAAP Net Income to Earnings Available for Distribution Reconciliation	12/31/23 ($)		12/31/23 ($)		9/30/23 ($)		6/30/23 ($)		3/31/23 ($)
GAAP net income (loss)		(1,638,457)		(391,232)		(569,084)		161,187		(839,328)
Adjustments to exclude reported realized and unrealized (gains) losses:
Net (gains) losses on investments and other(1)		2,137,538		(1,887,795)		2,710,208		1,316,837		(1,712)
Net (gains) losses on derivatives(2)		1,184,961		2,681,288		(1,732,753)		(1,050,032)		1,286,458
Loan loss provision (reversal)		(219)		—		—		—		(219)
Other adjustments:
Amortization of intangibles		4,573		673		2,384		758		758
Non-EAD (income) loss allocated to equity method investments(3)		354		197		(140)		541		(244)
Transaction expenses and non-recurring items(4)		8,209		2,319		1,882		2,650		1,358
Income tax effect of non-EAD income (loss) items		31,570		1,484		9,444		12,364		8,278
TBA dollar roll income and CMBX coupon income(5)		20,621		1,720		(1,016)		1,734		18,183
MSR amortization(6)		(182,151)		(48,358)		(49,073)		(41,297)		(43,423)
EAD attributable to noncontrolling interests		(14,639)		(4,014)		(3,811)		(3,344)		(3,470)
Premium amortization adjustment (PAA) cost (benefit)		1,654		19,148		(6,062)		(11,923)		491
Earnings available for distribution*		1,554,014		375,430		361,979		389,475		427,130
Dividends on preferred stock		141,676		37,181		36,854		35,766		31,875
Earnings available for distribution attributable to common stockholders*		1,412,338		338,249		325,125		353,709		395,255
GAAP net income (loss) per average common share(7)		(3.61)		(0.88)		(1.21)		0.27		(1.79)
Earnings available for distribution per average common share(7)*		2.86		0.68		0.66		0.72		0.81

82*

Represents a non-GAAP financial measure.

(1)

Includes write-downs or recoveries on investments which are reported in Other, net in the Company’s Consolidated Statement of Comprehensive Income (Loss).

(2)

The adjustment to add back Net (gains) losses on derivatives does not include the net interest component of interest rate swaps which is reflected in earnings available for distribution. The net interest component of interest rate swaps totaled $379.4 million, $394.7 million, $425.3 million, $385.7 million and $286.6 million for the quarters ended December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023 and December 31, 2022, respectively.

(3)

The Company excludes non-EAD (income) loss allocated to equity method investments, which represents the unrealized (gains) losses allocated to equity interests in a portfolio of MSR, which is reported in Other, net in the Company’s Consolidated Statement of Comprehensive Income (Loss).

(4)

All quarters presented include costs incurred in connection with securitizations of residential whole loans.

(5)

TBA dollar roll income and CMBX coupon income each represent a component of Net gains (losses) on derivatives. CMBX coupon

ANNALY CAPITAL MANAGEMENTç~~2023~~ 2024 PROXY STATEMENT| A-1

TABLE OF CONTENTS

APPENDIX

income totaled $0.0 million, $0.0 million, $0.5 million, $1.1 million and $1.1 million for the quarters ended December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023 and December 2022, respectively.

(6)

MSR amortization utilizes purchase date cash flow assumptions and actual unpaid principal balances and is calculated as the difference between projected MSR yield income and net servicing income for the period.

(7)

Net of dividends on preferred stock.

Unaudited, dollars in thousands

     For the periods ended
     12/31/2022      12/31/2021
Economic leverage ratio reconciliation

Repurchase agreements
     $59,512,597      $54,769,643
Other secured financing
     250,000      903,255
Debt issued by securitization vehicles
     7,744,160      5,155,633
Participations issued
     800,849      1,049,066
Debt included in liabilities of disposal group held for sale
     —      112,144
Total GAAP debt
     $68,307,606      $61,989,741
Less non-recourse debt:

Credit facilities ⁽¹⁾
     $—      ($903,255)
Debt issued by securitization vehicles
     (7,744,160)      (5,155,633)
Participations issued
     (800,849)      (1,049,066)
Non-recourse debt included in liabilities of disposal group held for sale
     —      (112,144)
Total recourse debt
     $59,762,597      $54,769,643
Plus / (Less):

Cost basis of TBA and CMBX derivatives
     $11,050,351    �� $20,690,768
Payable for unsettled trades
     1,157,846      147,908
Receivable for unsettled trades
     (575,091)      (2,656)
Economic debt *
     $71,395,703      $75,605,663
Total equity
     $11,369,426      $13,195,325
Economic leverage ratio *
     6.3x      5.7x

*	~~Represents a~~ ~~non-GAAP~~ ~~financial measure.~~

1.	~~Included in Other secured financing in the Company’s Consolidated Statements of Financial Condition.~~

	For the Periods Ended
Economic Leverage Ratio Reconciliation	12/31/2023 ($)		12/31/2022 ($)
Repurchase agreements		62,201,543		59,512,597
Other secured financing		500,000		250,000
Debt issued by securitization vehicles		11,600,338		7,744,160
Participations issued		1,103,835		800,849
Debt included in liabilities of disposal group held for sale		2,132,751		—
TOTAL GAAP DEBT		77,538,467		68,307,606
Less non-recourse debt:		—		—
Debt issued by securitization vehicles		(11,600,338)		(7,744,160)
Participations issued		(1,103,835)		(800,849)
TOTAL RECOURSE DEBT		64,834,294		59,762,597
Plus / (Less):
Cost basis of TBA and CMBX derivatives		(555,221)		11,050,351
Payable for unsettled trades		3,249,389		1,157,846
Receivable for unsettled trades		(2,710,224)		(575,091)
Economic debt*		64,818,238		71,395,703
TOTAL EQUITY		11,345,091		11,369,426
Economic leverage ratio*		5.7x		6.3x

~~Unaudited, dollars in thousands~~*

     For the years ended
     12/31/2022      12/31/2021
Average economic cost of interest bearing liabilities *

Average interest bearing liabilities
     $64,512,269      $66,607,057
GAAP interest expense
     $1,309,735      $249,243
Add:

Net interest component of interest rate swaps
     (366,161)      276,142
Economic interest expense *
     $943,574      $525,385
Average economic cost of interest bearing liabilities *
     1.46%      0.79%

*	~~Represents a~~ ~~non-GAAP~~ ~~financial measure.~~

Represents a non-GAAP financial measure.

A-2 | ANNALY CAPITAL MANAGEMENT 2024 PROXY STATEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

ANNALY CAPITAL MANAGEMENT, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NY ~~10036 ATTN:~~10036ATTN: ANTHONY C. GREEN
~~VOTE~~ SCAN TOVIEW MATERIALS & VOTEVOTE BY ~~INTERNET~~
~~Before~~INTERNETBefore The ~~Meeting—~~Meeting - Go to www.proxyvote.com or scan the QR Barcode ~~above~~
~~Use~~aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May ~~16, 2023.~~14, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form.~~
~~During~~form.During The ~~Meeting—~~Meeting - Go to www.virtualshareholdermeeting.com/~~NLY2023~~
~~You~~NLY2024You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the ~~instructions.~~
~~VOTE~~instructions.VOTE BY ~~PHONE—1-800-690-6903~~
~~Use~~PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May ~~16, 2023.~~14, 2024. Have your proxy card in hand when you call and then follow the ~~instructions.~~
~~VOTE~~instructions.VOTE BY ~~MAIL~~
~~Mark,~~MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~V05560-P86731~~ V30963-P04374 KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
ANNALY CAPITAL MANAGEMENT, ~~INC.~~
~~The~~INC.The Board of Directors recommends you vote FOR the following:
~~1. Election~~1.Election of ~~Directors~~
~~Nominees:~~
DirectorsNominees: For Against Abstain 1a. Francine J. Bovich
~~1b. David L. Finkelstein~~
~~1c. Thomas Hamilton~~
~~1d. Kathy Hopinkah Hannan~~
~~1e. Michael Haylon~~
~~1f. Martin Laguerre~~
~~1g. Eric A. Reeves~~
~~1h. John H. Schaefer~~
~~1i. Glenn A. Votek~~
~~1j. Vicki Williams~~
For Against Abstain
1b.David L. Finkelstein!!!1k.Scott Wede!!!1c.Thomas Hamilton!!!1l.Vicki Williams!!!1d.Kathy Hopinkah Hannan!!!The Board of Directors recommends you vote FOR proposal 2:
~~2. Advisory~~ForAgainstAbstain1e.Michael Haylon!!!2.Advisory approval of the ~~Company’s~~Company's executive compensation.
~~The Board of Directors recommends you vote~~
~~1 YEAR for proposal 3:~~
~~3. Advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation.~~
!!!1f.Martin Laguerre!!!The Board of Directors recommends you vote FOR proposal 4:
~~4. Amendment to the Company’s Charter to decrease the number of authorized shares of stock.~~
~~The Board of Directors recommends you vote FOR proposal 5:~~
~~5. Ratification~~3:ForAgainstAbstain1g.Manon Laroche!!!3.Ratification of the appointment of Ernst & Young LLP as the ~~Company’s~~Company's independent registered public ~~accounting~~ accounting!!!1h.Eric A. Reeves!!!firm for the fiscal year ending December 31, ~~2023.~~
~~The Board of Directors recommends you vote AGAINST proposal 6:~~
~~6. Advisory stockholder proposal to further reduce the ownership threshold to call a special meeting.~~
2024.1i.John H. Schaefer!!!NOTE: Voting items may include such other business as may properly come before the meeting or any adjournment ~~thereof.~~
~~For Against Abstain~~
~~1 Year 2 Years 3 Years Abstain~~
~~For Against Abstain~~
thereof.1j.Glenn A. Votek!!! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] ~~Date~~Date: Signature (Joint Owners) ~~Date~~Date:

TABLE OF CONTENTS

Annaly Capital Management, Inc. 1211 Avenue of the Americas New York, NY ~~10036~~
~~Important~~10036Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The ~~2022 ANNUAL REPORT TO STOCKHOLDERS~~2023 Annual Report to Stockholders and ~~2023 NOTICE & PROXY STATEMENT~~2024 Notice and Proxy Statement are available at www.proxyvote.com.
~~V05561-P86731~~
V30964-P04374 Annaly Capital Management, Inc. Annual Meeting of Stockholders May ~~17, 2023 This~~15, 2024This proxy is solicited by the Board of ~~Directors~~
~~Revoking~~DirectorsRevoking all prior proxies, the undersigned hereby appoints David L. Finkelstein and Anthony C. Green, and each of them, as proxies for the undersigned, with full power of substitution, to appear on behalf of the undersigned and to vote all shares of ~~CommonStock,parvalue$.01pershare,ofAnnalyCapitalManagement,~~Common Stock, par value $.01 per share, of Annaly Capital Management, Inc.~~(the“Company”~~ (the "Company")~~thattheundersignedisentitledtovoteatthe~~ that the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company, which will be a virtual meeting conducted via live webcast to be held at 9:00 a.m., Eastern Time, on Wednesday, May ~~17, 2023~~15, 2024 at www.virtualshareholdermeeting.com/~~NLY2023,~~NLY2024, and at any postponement or adjournment thereof as fully and effectively as the undersigned could do if personally present and voting, hereby approving, ratifying and confirming all that said attorneys and agents or their substitutes may lawfully do in place of the undersigned as indicated ~~below.~~
~~The~~below.The shares represented by this proxy when properly executed, will be voted as directed. If no directions are given, this proxy will be voted in accordance with the Board of ~~Directors’~~Directors' recommendations as listed on the reverse side of this card and at their discretion on any other matter that may properly come before the ~~meeting.~~
~~Continued~~meeting.Continued and to be signed on reverse side

0001043219 4 2023-01-01 2023-12-31

	PROXY SUMMARY					1
	CORPORATE GOVERNANCE AT ANNALY					11
	PROPOSAL 1 ELECTION OF DIRECTORS					12
	Director Nominees					14
	Recent Corporate Governance & Corporate Responsibility Highlights					20
	Governing Documents					21
	BOARD COMMITTEES					22
	Committee Membership Determinations					22
	Audit Committee					23
	Corporate Responsibility Committee					23
	Management Development and Compensation Committee					24
	Nominating/Corporate Governance Committee					24
	Risk Committee					25
	BOARD STRUCTURE AND PROCESSES					26
	Board Structure and Processes					26
	Board Leadership Structure					26
	Independence of Directors					27
	Executive Sessions of Independent Directors					27
	Board Oversight of Risk					27
	CEO Performance Reviews and Management Succession Planning					28
	Board Effectiveness, Self-Evaluations and Refreshment					28
	Director Criteria and Qualifications					29
	Consideration of Board Diversity					30
	Director Nomination Process					30
	Stockholder Recommendation of Director Candidates					30
	Communications with the Board					30
	Director Attendance					31
	Board Commitment and Over-Boarding Policy					31
	Director Orientation and Continuing Education					31
	Certain Relationships and Related Party Transactions					31
	Compensation of Directors					32
	EXECUTIVE OFFICERS					34
	COMPENSATION DISCUSSION AND ANALYSIS					35
	Executive Summary					36
	How Executive Compensation Decisions Are Made					40
	Executive Compensation Design and Award Decisions for 2023					42
	Executive Compensation Policies					52
	Report of the Compensation Committee					53


~~PROXY SUMMARY~~			1
~~CORPORATE GOVERNANCE AT ANNALY~~			11
P~~ROPOSAL~~ ~~1 Election of Directors~~			12
~~Director Nominees~~			13
~~Recent Corporate Governance & Corporate Responsibility Highlights~~			18
~~Governing Documents~~			19
~~BOARD COMMITTEES~~			19
~~Audit Committee~~			20
~~CR Committee~~			20
~~MDC Committee~~			21
~~NCG Committee~~			21
~~Risk Committee~~			22
~~BOARD STRUCTURE AND PROCESSES~~			22
~~Board Leadership Structure~~			22
~~Independence of Directors~~			23
~~Executive Sessions of Independent Directors~~			23
~~Board Oversight of Risk~~			23
~~CEO Performance Reviews and Management Succession Planning~~			24
~~Board Effectiveness, Self-Evaluations and Refreshment~~			24
~~Director Criteria and Qualifications~~			25
~~Consideration of Board Diversity~~			25
~~Director Nomination Process~~			25
~~Stockholder Recommendation of Director Candidates~~			25
~~Communications with the Board~~			26
~~Director Attendance~~			26
~~Board Commitment and Over-Boarding Policy~~			26
~~Director Orientation and Continuing Education~~			26
~~Certain Relationships and Related Party Transactions~~			26
~~Compensation of Directors~~			27
~~EXECUTIVE OFFICERS~~			29
~~COMPENSATION DISCUSSION AND ANALYSIS~~			30
~~Executive Summary~~			30
~~How Executive Compensation Decisions are Made~~			38
~~Executive Compensation Design and Award Decisions For 2022~~			39
~~Executive Compensation Policies~~			48
~~Report of the Compensation Committee~~			49
~~EXECUTIVE COMPENSATION TABLES~~			50
~~Summary Compensation Table~~			50
~~Grants of Plan-Based Awards~~			51


~~Outstanding Equity Awards at Fiscal~~ ~~Year-End~~			52
~~Stock Vested in 2022~~			53
~~Pension Benefits and Nonqualified Deferred Compensation~~			53
~~Potential Payments upon Termination or Change in Control~~			53
~~Compensation Committee Interlocks and Insider Participation~~			55
~~CEO Pay Ratio~~			55
~~PAY FOR PERFORMANCE DISCLOSURES~~			57
~~Pay Versus Performance~~			57
~~Financial Performance Measures~~			59
~~Relationship Between Financial Performance Measures and Executive Compensation~~			59
P~~ROPOSAL~~ ~~2 Advisory Approval of Executive Compensation~~			62
P~~ROPOSAL~~ ~~3 Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Executive Compensation~~			63
P~~ROPOSAL~~ ~~4 Amendment to the Company’s Charter to Decrease the Number of Authorized Shares of Stock~~			64
~~AUDIT COMMITTEE MATTERS~~			66
P~~ROPOSAL~~ ~~5 Ratification of Appointment of Independent Registered Public Accounting Firm~~			66
~~Report of the Audit Committee~~			66
~~Relationship with Independent Registered Public Accounting Firm~~			67
P~~ROPOSAL~~ ~~6 Consideration of an Advisory Stockholder Proposal to Further Reduce the Ownership Threshold to Call a Special Meeting~~			68
~~Stockholder Proposal~~			68
~~Board of Directors’ Statement~~			69
~~STOCK OWNERSHIP INFORMATION~~			71
~~Security Ownership of Certain Beneficial Owners and Management~~			71
~~Section 16(a) Beneficial Ownership Reporting Compliance~~			72
~~OTHER INFORMATION~~			73
~~Where You Can Find More Information~~			73
~~Stockholder Proposals and Nominations~~			73
~~Other Matters~~			73
~~Questions and Answers About the Annual Meeting~~			73
~~Cautionary Note Regarding Forward-Looking Statements~~			79
~~ENDNOTES~~			80
~~APPENDIX –~~ ~~NON-GAAP~~ ~~RECONCILIATIONS~~			82


Director	Audit Committee	CR Committee	MDC Committee	NCG Committee	Risk Committee
Francine J. Bovich		n

David L. Finkelstein

Wellington J. Denahan		n

Thomas Hamilton	n		n		n

Kathy Hopinkah Hannan	E		n	n

Michael Haylon*	n E			n	n

Martin Laguerre	n E	n

Eric A. Reeves				n	n

John H. Schaefer	n		n		n

Glenn A. Votek⁽¹⁾		n			n

Vicki Williams	n

% of Independent Members:	100%	60%	100%	100%	67%

2022 Meetings:	6	5	8	5	5


Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾		Stock Awards⁽³⁾ ($)		All Other Compensation ($)			Total ($)

Francine J. Bovich		135,000		155,000		—			290,000

Wellington J. Denahan		145,000		155,000		24,240	⁽⁴⁾		324,240

Katie Beirne Fallon⁽⁵⁾		101,250		155,000		—			256,250

Thomas Hamilton		130,000		155,000		—			285,000

Kathy Hopinkah Hannan		155,000		155,000		—			310,000

Michael Haylon		240,000		155,000		—			395,000

Eric A. Reeves		135,000		155,000		—			290,000

John H. Schaefer		130,000		155,000		—			285,000

Glenn A. Votek		120,000		155,000		24,240	⁽⁴⁾		299,240

Vicki Williams		140,000		155,000		—			295,000

	1. EXECUTIVE SUMMARY	36
~~Name~~	Introduction	~~Title~~36
	Stockholder Feedback on Executive Compensation and Changes to Our Program	36
	~~David~~Philosophy and Program Objectives	37
	Components of Executive Compensation	37
	Stockholder Outreach and Results of 2023 Say-on-Pay Vote	38
	Total Direct Compensation Table	39
	2. HOW EXECUTIVE COMPENSATION DECISIONS ARE MADE	40
	Overview	40
	Role of the MDC Committee’s Independent Compensation Consultant	40
	Company Market Data	40
	3. EXECUTIVE COMPENSATION DESIGN AND AWARD DECISIONS FOR 2023	42
	Overview	42
	Base Salary	42


					Awards for Performance

NEO⁽¹⁾	Year		Salary ($)		Variable Cash Awards ($)			Equity Awards ($)			Total

David L. Finkelstein		2022		$1,000,000		$5,984,000	⁽²⁾		$6,984,000	⁽²⁾⁽³⁾		$13,968,000	⁽⁴⁾
		2021		$1,000,000		$6,325,000			$7,325,000			$14,650,000
		2020		$950,000		$7,200,000			$6,800,000	⁽⁵⁾		$14,950,000

Serena Wolfe		2022		$750,000		$1,781,250	⁽²⁾		$1,781,250	⁽²⁾⁽³⁾		$4,312,500	⁽⁴⁾
		2021		$750,000		$3,000,000			$750,000			$4,500,000
		2020		$750,000		$2,600,000			$400,000			$3,750,000

Steven F. Campbell⁽⁶⁾		2022		$750,000		$1,828,750	⁽²⁾		$1,828,750	⁽²⁾⁽³⁾		$4,407,500	⁽⁴⁾
		2021		—		—			—			—
		2020		—		—			—			—

Anthony C. Green		2022		$750,000		$1,781,250	⁽²⁾		$1,781,250	⁽²⁾⁽³⁾		$4,312,500	⁽⁴⁾
		2021		$750,000		$1,875,000			$1,875,000			$4,500,000
		2020		$750,000		$2,800,000			$1,600,000	⁽⁵⁾		$5,150,000


NEO	RSUs		PSUs
David L. Finkelstein		$3,492,000		$3,492,000
Serena Wolfe		$890,625		$890,625
Steven F. Campbell		$914,375		$914,375
Anthony C. Green		$890,625		$890,625


Name and Position⁽¹⁾	Target Cash Incentive	Target RSUs	Target PSUs	Target Total Incentive

David Finkelstein Chief Executive Officer and Chief Investment Officer	$6,325,000	$3,662,500	$3,662,500	$13,650,000

Serena Wolfe Chief Financial Officer	$1,875,000	$937,500	$937,500	$3,750,000

Steven F. Campbell President and Chief Operating Officer	$1,925,000	$962,500	$962,500	$3,850,000

Anthony C. Green Chief Corporate Officer and Chief Legal Officer	$1,875,000	$937,500	$937,500	$3,750,000


NEO	Target Value	Final Multiplier	Total Annual Incentive Value
David Finkelstein Chief Executive Officer and Chief Investment Officer	$13,650,000	95%	$12,968,000
Serena Wolfe Chief Financial Officer	$3,750,000	95%	$3,562,500
Steven F. Campbell President and Chief Operating Officer	$3,850,000	95%	$3,657,500
Anthony C. Green Chief Corporate Officer and Chief Legal Officer	$3,750,000	95%	$3,562,500


NEO	Cash ($)⁽¹⁾	RSUs ($)⁽²⁾	PSUs ($)⁽²⁾	Total
David Finkelstein Chief Executive Officer and Chief Investment Officer	$5,984,000	$3,492,000	$3,492,000	$12,968,000
Serena Wolfe Chief Financial Officer	$1,781,250	$890,625	$890,625	$3,562,500
Steven F. Campbell President and Chief Operating Officer	$1,828,750	$914,375	$914,375	$3,657,500
Anthony C. Green Chief Corporate Officer and Chief Legal Officer	$1,781,250	$890,625	$890,625	$3,562,500


Performance Metric⁽¹⁾	Metric Weight	Performance	Percent of Target PSUs Earned
Relative Tangible Economic Return⁽²⁾	50%	<25^th Percentile	0%
		25^th Percentile (threshold)	50%
		55^th Percentile (target)⁽³⁾	100%
		75^th Percentile (above target)⁽³⁾	125%
		>90^th Percentile (maximum)⁽³⁾	150%
Average EAD Return on Equity⁽⁴⁾	50%	<9.00%	0%
		9.00% (threshold)	50%
		9.50% (target)	100%
		10.00% (above target)	125%
		10.75% (maximum)	150%


Performance Metric⁽²⁾	Metric Weight	Performance	Percent of Target PSUs Earned
Relative Tangible Economic Return⁽³⁾	50%	<25^th Percentile	0%
		25^th Percentile (threshold)	50%
		50^th Percentile (target)	100%
		75^th Percentile	125%
		>90^th Percentile (maximum)	150%
Average EAD Return on Equity⁽⁴⁾	50%	<9.0% (threshold)	0%
		9.5% (threshold)	75%
		10.4% (target)	100%
		10.65% (above target)	125%
		11.25% (maximum)	150%

NEO	Target PSUs (#)(1)		Multiplier		PSUs Awarded (#)
Serena Wolfe		4,540		125%		5,675
Steven F. Campbell		4,540		125%		5,675
Anthony C. Green		20,438		125%		25,547


Total Direct Compensation Element	Context	Total
Total Direct Compensation Element	Context	I. Ertas		T. Coffey
Salary	∎ Received pro-rata portion of their $750,000 annual salaries through their respective termination dates		$687,500		$93,750
Cash Award for 2022 Performance	∎ Ineligible to receive incentive awards for 2022 performance due to their respective involuntary terminations by the Company without cause during 2022		$0		$0
Equity Award for 2022 Performance⁽¹⁾	∎ Ineligible to receive incentive awards for 2022 performance due to their respective involuntary terminations by the Company without cause during 2022		$0		$0
Cash Severance Benefits Under the Executive Severance Plan	∎ Received cash severance benefits in an amount equal to the sum of (i) 1.25 times their annual base salary ($750,000 salary for each of Messrs. Ertas and Coffey) and (ii) 1.25 times their target cash bonus for the plan year in which the involuntary termination of employment occurred (target of $2,375,000 for Mr. Ertas and $2,125,000 for Mr. Coffey)		$3,906,250		$3,593,750
Pro-rated Cash Bonus Payment Under the Executive Severance Plan	∎ An executive officer who experiences an involuntary termination of employment without cause after March 31st of a calendar year will be eligible to receive a prorated cash bonus payment based on the amount of their cash bonus earned for the prior year. Accordingly, based on their respective termination dates, Mr. Ertas received a pro-rated cash bonus payment, while Mr. Coffey did not.		$2,101,442		$0


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		All Other Compensation ($)			Total⁽²⁾

David L. Finkelstein Chief Executive Officer, Chief Investment Officer and Director		2022		$1,000,000		$5,984,000		$7,324,950		$14,732	⁽³⁾		$14,323,682
		2021		$1,000,000		$6,325,000		$1,800,001		$13,763			$9,138,764
		2020		$500,000		$7,200,000		$5,000,006		$3,772			$12,703,778

Serena Wolfe Chief Financial Officer		2022		$750,000		$1,781,250		$749,992		$13,032	⁽⁴⁾		$3,294,274
		2021		$750,000		$3,000,000		$399,999		$12,363			$4,162,362
		2020		$375,000		$2,600,000		—		$29,831			$3,004,831

Steven F. Campbell⁽⁵⁾ President and Chief Operating Officer		2022		$750,000		$1,828,750		$1,799,961		$14,732	⁽³⁾		$4,393,443
		2021		—		—		—		—			—
		2020		—		—		—		—			—

Anthony C. Green Chief Corporate Officer, Chief Legal Officer and Secretary		2022		$750,000		$1,781,250		$1,874,948		$14,732	⁽³⁾		$4,420,930
		2021		$750,000		$1,875,000		$1,100,000		$13,763			$3,738,763
		2020		$375,000		$2,800,000		$500,003		$3,772			$3,678,775

Ilker Ertas⁽⁶⁾ Former Chief Investment Officer		2022		$687,500		—		$2,324,962		$6,065,692	⁽⁷⁾		$9,078,154
		2021		$750,000		$2,325,000		$1,100,002		$13,763			$4,088,765
		2020		$375,000		$3,350,000		$100,058		$2,328			$3,827,386

Timothy P. Coffey⁽⁸⁾ Former Chief Credit Officer		2022		$93,750		—		$2,174,989		$3,644,947	⁽⁹⁾		$5,913,686
		2021		$750,000		$2,175,000		$599,995		$13,763			$3,538,758
		2020		$375,000		$3,200,000		$1,250,001		$4,278			$4,829,279


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾⁽²⁾		Value Realized on Vesting ($)⁽³⁾

David L. Finkelstein		247,098		$5,525,806

Serena Wolfe		3,414		$107,882

Steven F. Campbell		6,193		$195,699

Anthony C. Green		15,335		$421,384

Ilker Ertas		9,605		$303,518

Timothy P. Coffey		20,988		$505,223


Year (a)	Summary Compensation Table Total for CEO (1) (b)				Compensation Actually Paid to CEO (4) (c)				Average Summary Compensation Table Total for Other NEOs (5) (d)		Average Compensation Actually Paid to Other NEOs (6) (e)		Value of initial fixed $100 investment based on:				GAAP Net Income ($000s) (9) (h)			Tangible Economic Return (10) (i)
Year (a)	D. Finkelstein (2)		G. Votek (3)		D. Finkelstein (2)		G. Votek (3)				Average Compensation Actually Paid to Other NEOs (6) (e)		TSR (7) (f)		Peer Group TSR (8) (g)		GAAP Net Income ($000s) (9) (h)			Tangible Economic Return (10) (i)
2022 (11)		$14,323,682		$0		$11,087,169		$0		$5,420,097		$4,916,762		$82.75		$69.20		$1,726,420			(23.70	%)
2021		$9,138,764		$0		$9,511,494		$0		$3,882,162		$4,027,576		$105.00		$91.50		$2,396,280			0.00	%
2020		$12,703,778		$2,070,906		$16,250,879		$1,761,597		$3,835,068		$3,994,675		$102.43		$77.80		($889,772	)		1.56	%


Year	Reported Summary Compensation Table Total		Reported Value of Equity Awards (a)			Adjusted Equity Value (b)		Compensation Actually Paid
2022		$14,323,682		($7,324,950	)		$4,088,437		$11,087,169
2021		$9,138,764		($1,800,001	)		$2,172,731		$9,511,494
2020		$12,703,778		($5,000,006	)		$8,547,107		$16,250,879


Year	Reported Summary Compensation Table Total		Reported Value of Equity Awards			Equity Award Adjustments (c)		Compensation Actually Paid
2020		$2,070,906		($999,999	)		$690,690		$1,761,597


Year	Average Reported Summary Compensation Table Total for Other NEOs		Average Reported Value of Equity Awards			Average Equity Award Adjustments (d)		Average Compensation Actually Paid to Other NEOs
2022		$5,420,097		($1,784,970	)		$1,281,635		$4,916,762
2021		$3,882,162		($774,999	)		$920,413		$4,027,576
2020		$3,835,068		($462,516	)		$622,123		$3,994,675


Service Category	2022		2021
Audit Fees⁽¹⁾		$3,421,075		$3,022,800
Audit-Related Fees⁽²⁾		—		$64,000
Tax Fees⁽³⁾		$336,670		$393,660
All Other Fees⁽⁴⁾		$405,000		$313,675
Total⁽⁵⁾		$4,162,745		$3,794,135


Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾	Percent of Class⁽³⁾
David L. Finkelstein	249,154	*
Serena Wolfe	10,858	*
Steven F. Campbell	24,932	*
Anthony C. Green	61,820	*
Timothy P. Coffey⁽⁴⁾	31,606	*
Ilker Ertas⁽⁵⁾	30,191	*
Francine J. Bovich	63,573	*
Wellington J. Denahan	473,554	*
Thomas Hamilton⁽⁶⁾	134,531	*
Kathy Hopinkah Hannan	19,530	*
Michael Haylon	67,463	*
Martin Laguerre⁽⁷⁾	0	*
Eric A. Reeves	11,334	*
John H. Schaefer	61,295	*
Glenn A. Votek	97,508	*
Vicki Williams	22,746	*
All Executive Officers & Directors as a Group (14 People)⁽⁸⁾	1,298,298	*
The Vanguard Group, Inc.⁽⁹⁾	44,821,374	9.1%
BlackRock, Inc.⁽¹⁰⁾	54,334,796	11.0%


				Annaly Capital Management, Inc. 1211 Avenue of the Americas New York, NY 10036						Phone 1-888-8 ANNALY

				Facsimile (212) 696-9809						Email investor@annaly.com Attention: Investor Relations


	For the Year Ended		For the Quarters Ended
		12/31/22		12/31/22	9/30/22	6/30/22	3/31/22
GAAP Net Income to Earnings Available for Distribution Reconciliation
GAAP net income (loss)		$1,726,420		($886,814)	($273,977)	$863,317	$2,023,894
Net income (loss) attributable to non-controlling interests		1,095		1,548	1,287	(3,379)	1,639
Net income (loss) attributable to Annaly		1,725,325		(888,362)	(275,264)	866,696	2,022,255
Adjustments to exclude reported realized and unrealized (gains) losses:
Net (gains) losses on investments and other		4,602,456		1,124,924	2,702,512	615,216	159,804
Net (gains) losses on derivatives ⁽¹⁾		(4,493,013)		202,337	(1,976,130)	(1,014,651)	(1,704,569)
Loan loss provision (reversal) ⁽²⁾		(22,923)		7,258	(1,613)	(29,380)	812
Business divestiture-related (gains) losses ⁽³⁾		40,258		13,013	2,936	23,955	354
Other adjustments:
Depreciation expense related to commercial real estate and amortization of intangibles ⁽⁴⁾		3,948		758	758	1,302	1,130
Non-EAD (income) loss allocated to equity method investments ⁽⁵⁾		(15,499)		(306)	(2,003)	(3,270)	(9,920)
Transaction expenses and non-recurring items ⁽⁶⁾		7,620		807	1,712	1,751	3,350
Income tax effect of non-EAD income (loss) items		46,070		(418)	(9,444)	28,841	27,091
TBA dollar roll income and CMBX coupon income ⁽⁷⁾		431,475		34,767	105,543	161,673	129,492
MSR amortization ⁽⁸⁾		(114,992)		(38,633)	(22,897)	(33,810)	(19,652)
Plus:
Premium amortization adjustment (PAA) cost (benefit)		(360,587)		(8,136)	(45,414)	(127,521)	(179,516)
Earnings available for distribution *		1,850,138		448,009	480,696	490,802	430,631
Dividends on preferred stock		110,623		29,974	26,883	26,883	26,883
Earnings available for distribution attributable to common stockholders *		$1,739,515		$418,035	$453,813	$463,919	$403,748
GAAP net income (loss) per average common share⁽⁹⁾		$3.93		($1.96)	($0.70)	$2.21	$5.46
Earnings available for distribution per average common share⁽⁹⁾ *		$4.23		$0.89	$1.06	$1.22	$1.11


	For the periods ended
		12/31/2022		12/31/2021
Economic leverage ratio reconciliation
Repurchase agreements		$59,512,597		$54,769,643
Other secured financing		250,000		903,255
Debt issued by securitization vehicles		7,744,160		5,155,633
Participations issued		800,849		1,049,066
Debt included in liabilities of disposal group held for sale		—		112,144
Total GAAP debt		$68,307,606		$61,989,741
Less non-recourse debt:
Credit facilities ⁽¹⁾		$—		($903,255)
Debt issued by securitization vehicles		(7,744,160)		(5,155,633)
Participations issued		(800,849)		(1,049,066)
Non-recourse debt included in liabilities of disposal group held for sale		—		(112,144)
Total recourse debt		$59,762,597		$54,769,643
Plus / (Less):
Cost basis of TBA and CMBX derivatives		$11,050,351	��	$20,690,768
Payable for unsettled trades		1,157,846		147,908
Receivable for unsettled trades		(575,091)		(2,656)
Economic debt *		$71,395,703		$75,605,663
Total equity		$11,369,426		$13,195,325
Economic leverage ratio *		6.3x		5.7x


	For the years ended
		12/31/2022	12/31/2021
Average economic cost of interest bearing liabilities *
Average interest bearing liabilities		$64,512,269	$66,607,057
GAAP interest expense		$1,309,735	$249,243
Add:
Net interest component of interest rate swaps		(366,161)	276,142
Economic interest expense *		$943,574	$525,385
Average economic cost of interest bearing liabilities *		1.46%	0.79%