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Why Annaly Capital Management's Executives Don't Care How the Company Performs

The coup at Annaly Capital Management (NYSE: NLY  ) is now complete. On Wednesday, the company filed its annual proxy statement containing information about upcoming shareholder votes, the composition of its board, and the compensation of its executives, among other things.

The only catch is that following Annaly Capital Management's corporate reorganization in 2013, it no longer has to provide the latter. For shareholders who care about how and how much the company's executives get paid, they'll have to be satisfied with this:

As a result of an externalization transaction, we are managed by Annaly Management Company LLC, or the Manager. We pay the Manager a management fee of 1.05% of our stockholders' equity (as defined in the management agreement), and it pays all of the compensation to our named executive officers and its employees. While some of our employees remain employed by our subsidiaries for regulatory or corporate efficiency reasons, all compensation expenses related to such personnel reduce the management fee we pay to the Manager.

If you haven't followed the latest developments, here's the quick and dirty version. Last year, the mortgage REIT's executives formed a separate and privately owned LLC called Annaly Management Company, which, following a shareholder vote, took over the management responsibilities of Annaly Capital Management.

The latter's executives then resigned their positions at the publicly traded company and assumed the same roles at the privately owned one. When all was said and done, in turn, the same people are running Annaly Capital Management, but are now doing so from behind the impenetrable veneer of a private LLC -- which, it's worth noting, the executives own in its entirety.

The net result is twofold. In the first case, Annaly Capital Management no longer has to disclose how much it pays its executives. This will come as a great relief to them, as their exorbitant pay packages have been a serious issue of contention for many years now. And in the second case, the overall compensation levels are now fixed at 1.05% of stockholders' equity, which equates to around $130 million.

Compared with previous years, this may seem like a bargain, as it's vastly less than the $200 million paid out in compensation in 2011. But it's important to note that this appears to have less to do with the reorganization and more to do with the fact that a number of the company's highest paid executives no longer work there.

Founder and former-CEO Michael Farrell, who earned $36 million in 2011, passed away last year. Former CFO Kathryn Fagan, who earned $14 million that year, also recently left the company. And former COO James Fortescue, who earned $7 million in 2011, is gone, too. Add those up, and there's your savings.

Additionally, the now-fixed management fee precludes Annaly Capital Management's ability from giving incentives for exceptional performance. And the flipside is that Annaly's managers now get their exorbitant compensation packages regardless of how the company performs.

Needless to say, this is an amazing deal for Annaly's titular executives and a horrible one for its current shareholders.

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John Maxfield

John is The Motley Fool's senior banking specialist. If you're interested in banking and/or finance, you should follow him on Twitter.

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8/28/2015 4:00 PM
NLY $10.17 Down -0.04 -0.39%
Annaly Capital Man… CAPS Rating: ****