AGNC Investment Corp PRE 14A, filed Feb 21, 2025

AGNC Investment Corp. (AGNC)

PRE 14A 2025-02-21 For: 2024-12-31

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☒			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


			Payment of Filing Fee (Check 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 14a-6(i)(1) and 0-11


DATE AND TIME:	Thursday, April 17, 2025, at 9:00 a.m., Eastern Time

WHERE:	The Annual Meeting will be held in a virtual format. The virtual meeting site is https://meetnow.global/AGNC2025.

ITEMS OF BUSINESS:	1)	To elect the Board of Directors, with each director serving a one-year term and until his or her successor is elected and qualified;

	2)	To consider and vote upon an amendment to our Amended and Restated Certificate of Incorporation to increase the total authorized number of shares of common stock from 1,500,000,000 to 2,250,000,000;

	3)	To approve an advisory resolution on executive compensation;

	4)	To consider and vote upon the ratification of the appointment of Ernst & Young LLP to serve as our independent public accountant for the year ending December 31, 2025; and

	5)	To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

	Stockholders will have an opportunity to submit questions during the meeting.

WHO CAN VOTE:	You are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the Annual Meeting if you were a common stockholder of record at the close of business on February 21, 2025.

MEETING DETAILS:	Attendance at the meeting is limited to holders of common stock as of the close of business on February 21, 2025. For details regarding our virtual annual meeting, including how to attend and how to submit questions, see Questions 14 and 15 of “Questions and Answers About the 2025 Annual Meeting and Voting” in this proxy statement. If you are a beneficial owner (you own your shares through a broker, bank, or other nominee) and plan on attending, voting, or asking questions at the 2025 Annual Meeting, you may need to pre-register with Computershare. Please see Question 14 in “Questions and Answers About the 2025 Annual Meeting and Voting” for more information about pre-registration.

DATE OF DISTRIBUTION:	This notice, the proxy statement, the accompanying proxy card, and our annual report to stockholders, which includes our annual report on Form 10-K with audited financial statements for the year ended December 31, 2024, are first being sent to our common stockholders on or about March 7, 2025.


Proposal	Board Recommendation	Page
Proposal 1: Election of Directors	FOR	11

Proposal 2: Amendment to our Amended and Restated Certificate of Incorporation	FOR	16

Proposal 3: Advisory Resolution to Approve Executive Compensation	FOR	18

Proposal 4: Ratification of Appointment of Independent Public Accountant	FOR	19


Proxy Summary			i
Board and Governance Matters			1
Board Leadership Structure			1
Corporate Governance			2
Committees of the Board of Directors			3
Board and Committee Meetings			4
Director Nomination Process			4
Board Membership Criteria			5
Oversight of Strategy and Key Risks			5
Corporate Responsibility			6
Director Compensation			7
Stock Ownership Guidelines			8
Director Resignation Policy			9
Certain Transactions with Related Persons			9
Compensation Committee Interlocks and Insider Participation			10
Proposal 1: Election of Directors			11
Summary of our Board’s Industry and Functional Expertise			11
Director Nominee Biographies and Qualifications			11
Conclusion and Recommendation; Vote Required			15
Proposal 2 : Approval of the Amendment to Our Amended and Restated Certificate of Incorporation to Increase the Authorized Number of Share s of Common Stock			16
General Information			16
Background and Rationale			16
Potential Effect			17
Conclusion and Recommendation; Vote Required			17
Proposal 3 : Advisory Resolution to Approve Executive Compensation			18
General Information			18
Conclusion and Recommendation; Vote Required			18
Proposal 4 : Ratification of Appointment of Independent Public Accountant			19
Independent Public Accountant’s Fees			19
Pre-Approval Policy			19
Conclusion and Recommendation; Vote Required			20
Report of the Audit Committee			21
Executive Officers of Registrant			22
Executive Officer Biographies			22
Executive Compensation			24
Compensation Discussion and Analysis			24


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 17, 2025 This proxy statement and our annual report to stockholders, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024, are available free of charge on the internet at www.AGNC.com/2025proxymaterials.


202 4 Named Executive Officers			24
Executive Summary			24
Business Overview			24
2024 Performance Highlights			25
Compensation Philosophy and Objectives			26
Stockholder Engagement			27
Composition of NEO Compensation			28
Compensation Governance Practices			28
Compensation Program In Detail			29
Compensation Program Elements			29
Corporate Scorecard for Calculating Annual Bonus			30
Equity Incentive Compensation			34
Compensation Decision Process			36
Other Compensation Policies and Practices			39
Report of the Compensation and Corporate Governance Committee			40
202 4 Summary Compensation Table			40
Grants of Plan-Based Awards in Fiscal Year 2024			42
Outstanding Equity Awards at 202 4 Fiscal Year-End			43
Option Exercises and Stock Vested for Fiscal Year 2024			44
Severance and Change of Control Payments			44
Pay Versus Performance			47
CEO Compensation Pay Ratio			51
Information Regarding Company Voting Securities			52
Security Ownership of Management and Certain Beneficial Owners			52
Questions and Answers About Stockholder Communications and Proposals			53
Questions and Answers About the 202 5 Annual Meeting and Voting			54


Responsibilities and Collaboration Among our Lead Independent Director and Executive Chair

Lead Independent Director and Vice Chair						Executive Chair
•elected by and acts as leader of independent directors •chairs meetings of the independent directors and the Executive Committee and chairs meetings of the Board of Directors when the Executive Chair is not present or is recused •serves on all Board committees to facilitate support of committee chairs and coordination of committee work •able to call meetings of the independent directors and special meetings of the Board of Directors •collaborates with the Executive Chair, the CEO, the Secretary, and committee chairs to approve scheduling of meetings, development of agendas, and review the content and distribution of materials •serves as a liaison between management and the independent directors and ensures that the information needs of independent directors are satisfied •together with the chair of the Compensation Committee, leads the performance evaluation of the Executive Chair and the Chief Executive Officer •together with the Executive Chair, facilitates identification and resolution of potential conflicts of interest and establishes expectations regarding culture of compliance throughout the Company •communicates on behalf of the independent directors with stockholders, proxy advisory firms, and other stakeholders, as necessary						•elected by all directors •chairs all regular and special meetings of the Board •serves on the Executive Committee •together with the Vice Chair, facilitates identification and resolution of potential conflicts of interest and establishes expectations regarding culture of compliance throughout the Company •collaborates with the Lead Independent Director, CEO, Secretary, and committee chairs to call and schedule Board meetings, develop agendas, and review the content and distribution of materials •as necessary, represents the Company to stockholders, other stakeholders, and government officials in conjunction with the Chief Executive Officer •provides support and guidance to the Chief Executive Officer and Chief Investment Officer on significant strategic decisions and other important matters •serves as an additional management resource in the event of a crisis or interruption in business continuity •evaluates and reports to the independent directors as requested regarding the Chief Executive Officer’s performance



CORPORATE GOVERNANCE HIGHLIGHTS
•Annual election of directors •Directors elected by majority voting, with a resignation policy for directors who do not receive a majority support •Board Chair and CEO roles are separated •Robust independent Board leadership, with Lead Independent Director also serving as Vice Chair •No director serves on more than two other boards of public companies or mutual fund complexes •Average Board tenure of 7.8 years, with four directors having tenure less than six years •Regular meetings of independent directors without members of management •Stock ownership guidelines for directors and executive officers •Robust stockholder engagement program, including annual outreach campaign to institutional investors •Anti-hedging and pledging policy for directors and executive officers •Clawback policy for incentive compensation •No stockholder rights plan or “poison pill” •Comprehensive Code of Ethics and Conduct and Corporate Governance Guidelines •Annual board and committee self-evaluations •100% attendance at 95% of our Board and committee meetings in 2024 •Membership in the National Association of Corporate Directors (the “NACD”), a leading authority on corporate boardroom and governance practices


Board Diversity Matrix
	Female	Male
African American or Black	0	2
White	3	4


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) 1	Total ($)
Donna J. Blank	160,000	165,000	325,000
Morris A. Davis	160,000	165,000	325,000
John D. Fisk	125,000	165,000	290,000
Andrew A. Johnson, Jr.	125,000	165,000	290,000
Prue B. Larocca	265,000	165,000	430,000
Paul E. Mullings	125,000	165,000	290,000
Frances R. Spark	125,000	165,000	290,000



Name	Beneficially Owned Shares (#)	Unvested Shares (#)	Vested/Deferred Shares 1 (#)	Total (#)
Donna J. Blank	17,218	20,568	46,480	84,266
Morris A. Davis	12,122	20,568	36,039	68,729
John D. Fisk	39,079	20,568	47,217	106,864
Andrew A. Johnson, Jr.	—	20,568	40,382	60,950
Prue B. Larocca	92,892	20,568	5,689	119,149
Paul E. Mullings	16,884	20,568	86,862	124,314
Frances R. Spark	26,752	20,568	29,176	76,496



						DONNA J. BLANK, 63
						Professional Experience: Ms. Blank is a finance executive with over 30 years of financial and operational experience, primarily in financial services. From 2015 through 2016, she was Chief Financial Officer at ZAIS Group, LLC, an alternative asset manager. While at ZAIS, Ms. Blank also served as the Chief Financial Officer of its externally managed publicly traded residential mortgage REIT and its public holding company. Prior to her role at ZAIS, she served as Chief Financial Officer and Executive Vice President at NFP Corp., a publicly traded insurance brokerage, from 2008 until 2013. From 2003 to 2008, Ms. Blank was Chief Financial Officer at Financial Guaranty Insurance Company, both before and subsequent to its sale by GE Capital to an investor group in late 2003. She currently serves as the Chair of the Audit and Risk Committee at Wellabe Mutual Holding Company. Ms. Blank holds an MBA in Finance and a Master of International Affairs, both from Columbia University. In 2022, she completed the MIT Sloan School of Management Executive Education program in Cybersecurity Leadership. Ms. Blank is an “audit committee financial expert” (as defined in Item 407 of Regulation S-K under the Securities Act). Director Qualifications: Ms. Blank’s extensive public company accounting and operational experience in the financial services sector, including her senior executive role at a publicly traded residential mortgage REIT, strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						MORRIS A. DAVIS, 53
						Professional Experience: Dr. Davis is the Paul V. Profeta Chair of Real Estate and Academic Director of the Center for Real Estate at Rutgers Business School, where he has worked since September 2014. Dr. Davis is also currently a Visiting Scholar of the Opportunity and Inclusive Growth Institute of the Federal Reserve Bank of Minneapolis and a Visiting Scholar at the Federal Reserve Bank of Chicago. Previously, Dr. Davis was the James A. Graaskamp Chair of Real Estate in the Department of Real Estate at the University of Wisconsin-Madison, where he worked from September 2006 through August 2014. Dr. Davis was also the Academic Director of the James A. Graaskamp Center for Real Estate at the University of Wisconsin-Madison. From July 2002 to August 2006, Dr. Davis was an economist at the Federal Reserve Board working in the Flow of Funds Section. From October 2001 to July 2002, he was Director of Yield Optimization at Return Buy, Inc. and from August 1998 to October 2001, Dr. Davis was an economist at the Macroeconomics and Quantitative Studies Section of the Federal Reserve Board. Dr. Davis also served on the board of directors of the SkyBridge Opportunity Zone Real Estate Investment Trust, Inc., a private REIT, from November 2018 until September 2019 where he was the chair of the valuation committee. Dr. Davis was formerly an Adjunct Scholar at the American Enterprise Institute and also formerly served as a Research Associate at the Federal Reserve Bank of Cleveland. Dr. Davis is widely published on issues related to the U.S. housing markets and a frequent lecturer. He holds a Ph.D. in Economics from the University of Pennsylvania. Director Qualifications: Dr. Davis’s extensive expertise in economics, housing policy, and finance matters strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						PETER J. FEDERICO, 58
						Professional Experience: Mr. Federico has served as a Director and our Chief Executive Officer since July 2021 and as our President since March 2018. He previously served as our Chief Operating Officer from March 2018 until July 2021, as Executive Vice President and Chief Financial Officer from July 2016 until March 2018, and as Senior Vice President and Chief Risk Officer from June 2011 until our internalization in July 2016. Prior to joining AGNC Investment Corp., Mr. Federico served as Executive Vice President and Treasurer of Freddie Mac from October 2010 through May 2011, where he was primarily responsible for managing the company’s investment activities for its retained portfolio and developing, implementing, and managing risk mitigation strategies. He was also responsible for managing Freddie Mac’s $1.2 trillion interest rate derivative portfolio and short- and long-term debt issuance programs. Mr. Federico also served in a number of other capacities at Freddie Mac, including as Senior Vice President, Asset & Liability Management, during his tenure with the company, which began in 1988. Director Qualifications: Mr. Federico’s knowledge and understanding of our business as our President and Chief Executive Officer and his expertise in risk mitigation strategies strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


AGNC INVESTMENT CORP. AT A GLANCE


AGNC INVESTMENT CORP. AT A GLANCE


AGNC INVESTMENT CORP. AT A GLANCE


AGNC INVESTMENT CORP. - Proxy Statement			iii



						JOHN D. FISK, 68
						Professional Experience: Mr. Fisk retired in March 2019 as the Chief Executive Officer of the FHLBanks Office of Finance, a division of the Federal Home Loan Banks that issues and services all debt securities for the regional Federal Home Loan Banks, supporting borrowings of $1 trillion. Mr. Fisk had previously served as the Deputy Managing Director and Chief Operating Officer of the FHLBanks Office of Finance from 2004 until 2007 when he became the Chief Executive Officer. Prior to joining the FHLBanks Office of Finance, Mr. Fisk was the Executive Vice President of Strategic Planning at MGIC Investment Corporation, one of the nation’s largest providers of mortgage insurance, from 2002 until 2004. Mr. Fisk also serves on the Board of Directors of Enact Holdings, Inc., where he chairs the Risk Committee and is a member of the Independent Capital Committee. Mr. Fisk holds an MBA in Finance and Public Management from The Wharton School at the University of Pennsylvania and a BA from Yale University. Director Qualifications: Mr. Fisk’s expertise in the US housing sector, including debt issuance and mortgage insurance, and his senior executive officer experience overseeing human capital management strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						ANDREW A. JOHNSON, JR., 62
						Professional Experience: Mr. Johnson is an investment professional with over 20 years’ experience leading teams focused on fixed income investments. Mr. Johnson served as Managing Director, Head of Global Investment Grade Fixed Income and Chief Investment Officer for Neuberger Berman Investment Advisers, LLC and Neuberger Berman Fixed Income LLC from 2009 to 2019. He retired from his role as Managing Director and Chief Investment Officer in 2019 and transitioned to the role of Senior Diversity and Inclusion Leader at Neuberger Berman Services. In his current position, Mr. Johnson leads the firm’s efforts to improve diversity and inclusion in the workforce across Neuberger Berman entities. Prior to his roles at Neuberger Berman, from 2003 to 2009 Mr. Johnson was a Managing Director, Co-Head Investment Grade Fixed Income and Chief Investment Officer at Lehman Brothers Asset Management, LLC. He currently serves as a Non-Interested Trustee on the Board of Trustees of certain mutual funds advised by Hartford Mutual Funds, Inc. Mr. Johnson holds an MBA in Finance from the University of Chicago and a MSEE and BSEE from Illinois Institute of Technology. Director Qualifications: Mr. Johnson’s extensive background in fixed income investments and his experience working to improve diversity and inclusion in the workforce strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						GARY D. KAIN, 59
						Professional Experience: Mr. Kain has served as the Executive Chair of our Board of Directors since July 2021 and has been a Director since March 2016. Previously, he was our Chief Executive Officer from March 2016 until July 2021, Chief Investment Officer from January 2009 until July 2021, and President from April 2011 until March 2018. Prior to joining AGNC Investment Corp., Mr. Kain was Senior Vice President of Investments and Capital Markets of Freddie Mac from May 2008 to January 2009. He also served as Senior Vice President of Mortgage Investments & Structuring of Freddie Mac from February 2005 to April 2008, during which time he was responsible for managing all of Freddie Mac’s mortgage investment activities for the company’s $700 billion retained portfolio. From 2001 to 2005, Mr. Kain served as Vice President of Mortgage Portfolio Strategy at Freddie Mac. From 1995 to 2001, he was the head trader in Freddie Mac’s Securities Sales & Trading Group, where he was responsible for managing all trading decisions including REMIC structuring and underwriting, hedging all mortgage positions, income generation, and risk management. Prior to that, he served as a senior trader, responsible for managing the adjustable-rate mortgage and REMIC sectors. Director Qualifications: Mr. Kain’s extensive and lengthy expertise in the Agency mortgage sector and his deep knowledge of our business as our former Chief Executive Officer and Chief Investment Officer strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						PRUE B. LAROCCA, 73
						Professional Experience: Ms. Larocca has served as our Lead Independent Director since May 2016 and has served as our Vice Chair since July 2021. She previously served as our Chair from May 2016 until July 2021. She is a retired investment banking executive and a widely recognized expert in the areas of housing finance and securitization. Ms. Larocca previously served as a member of the board of the Housing Preservation Foundation, the Washington School for Girls, and the American Securitization Trade Association. Ms. Larocca was a Managing Director of Royal Bank of Scotland (“RBS”) in the Mortgage Backed and Asset Backed Finance Group from 1997 until her retirement from RBS in 2011. Prior to joining RBS, Ms. Larocca was a Senior Vice President at Lehman Brothers in the mortgage finance business, managed the consumer and single-family securitization business for the Resolution Trust Corporation, and practiced law with the firms of Milbank, Tweed, Hadley and McCloy and Kutak Rock. She is a graduate of the Georgetown University Law Center and Indiana University. Director Qualifications: Ms. Larocca’s extensive expertise in mortgage finance and asset securitization strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						PAUL E. MULLINGS, 74
						Professional Experience: Mr. Mullings has over 40 years’ experience in the mortgage banking sector. Mr. Mullings served from 2015 until his retirement in 2020 as a Managing Director of The Collingwood Group, a SitusAMC company, a business advisory and risk management firm focused on the financial services industry. From 2005 to 2015, Mr. Mullings served as a Senior Vice President of Freddie Mac in the Single-Family Business division. While at Freddie Mac, he also served on the Operating, Management and Credit Risk Committees. Prior to joining Freddie Mac, Mr. Mullings was a Senior Vice President at J.P. Morgan Chase & Co. from 1997 to 2005 in the home finance area. Previously, Mr. Mullings was the President and Chief Executive Officer of the Mortgage Electronic Registration Systems, Inc. (MERS) and the President and Chief Executive Officer of the Residential Mortgage Division of the First Interstate Bank in Los Angeles. Mr. Mullings received his Overseas Certificate in Business Studies from the College of Arts, Science and Technology in Kingston, Jamaica, following which he became a Member of The Institute of Accounting Staff in conjunction with the Association of Certified Accountants in London, England. Director Qualifications: Mr. Mullings’ extensive senior executive officer experience in the mortgage banking sector and the secondary mortgage market strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						FRANCES R. SPARK, 66
						Professional Experience: Ms. Spark is an experienced finance professional with broad expertise in mortgage finance and financial reporting for publicly traded companies, including mortgage REITs. Ms. Spark served as the Chief Financial Officer and Treasurer for CYS Investments, Inc., a publicly traded mortgage REIT that invested predominantly in Agency MBS, from 2009 through 2016. Prior to the internalization of CYS’s management in 2011, Ms. Spark also served as the Chief Financial Officer and Treasurer of CYS’s external manager, Sharpridge Capital Management, LP. She had served as a director and Audit Committee chair of CYS from its initial capitalization in 2006 until shortly after its initial public offering. Prior to CYS, Ms. Spark was the Chief Financial Officer for MVC Capital, Inc., a business development company, from 2003 until 2005. Ms. Spark’s career has included managing Spark Consulting, a privately owned strategic advisory and business consulting firm, and executive positions with financial services firms in the United States and the United Kingdom. She also served as an independent director and a member of the Audit and Risk Committees of Reverse Mortgage Investment Trust, a private finance company operating in the reverse mortgage industry, from 2015 to 2020. Ms. Spark is a Chartered Accountant and previously worked as an auditor with KPMG in the United Kingdom. She holds a BS from the University of Southampton in the United Kingdom. Ms. Spark is an “audit committee financial expert” (as defined in Item 407 of Regulation S-K under the Securities Act). Director Qualifications: Ms. Spark’s public company accounting, finance, and risk management expertise in the mortgage REIT sector, including her role as a senior executive officer at a publicly traded residential mortgage REIT, strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


PROPOSAL 2: AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF OUR COMMON STOCK


	2024	2023
Audit Fees	$2,016,000	$1,956,000
Audit-Related Fees	—	—
Tax Fees	$101,550	$187,659
All Other Fees	—	—
Total Fees	$2,117,550	$2,143,659


Name			Title
Peter J. Federico			President and Chief Executive Officer
Gary D. Kain			Executive Chair
Christopher J. Kuehl			Executive Vice President and Chief Investment Officer
Bernice E. Bell			Executive Vice President and Chief Financial Officer
Kenneth L. Pollack			Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary
Sean P. Reid			Executive Vice President, Strategy and Corporate Development



2024 Performance Highlights
AGNC significantly outperformed our Agency REIT Peer Group1 across relevant metrics in 2024, generating a best-in-class annual economic return of 13.2%, which exceeded the next closest peer by over 1.2 percentage points and materially exceeded the Agency REIT Peer Group average by 7.6 percentage points. AGNC also maintained a substantial price-to-tangible book value premium throughout 2024 both on an absolute basis at 113.4% and relative to the Agency REIT Peer Group average of 95.7%, again placing first in the peer group by over 14.0 percentage points. AGNC generated these favorable results while maintaining the lowest cost operating structure relative to the other Agency REIT Peer Group members.We also executed upon a number of strategic and operational initiatives in 2024 to further enhance our franchise value and operational resiliency. Highlights of our financial performance in 2024 include: •Annual economic return of 13.2%, which was the highest return within our Agency REIT Peer Group and materially exceeded our Agency REIT Peer Group average return of 5.6% •Average Price-to-Tangible Book Value Ratio of 113.4%, which was the highest average within our Agency REIT Peer Group by a wide margin (over 14.0 percentage points)2 •Operating Expenses for 2024 of 1.24% of average stockholders’ equity, which was the lowest among residential mortgage REITs and a fraction of the average of our Agency REIT Peer Group at 3.57%3 In addition to our strong financial performance relative to our Agency REIT Peer Group, we also completed or advanced a number of strategic and operational initiatives in 2024: •Issued $2.0 billion of common equity through our ATM program at a significant premium to tangible book value, generating significant accretion for our stockholders •Improved accounting closing procedures through use of increased automation •Reduced the “haircut” or discount assessed to our pledged collateral for bilateral repo transactions, further improving our operating efficiency and increasing stockholder returns •Implemented new cash management controls, further enhancing payment security and improving fraud controls •Strengthened data resiliency by implementing immutable backups on AWS Backup with Vault Lock, further protecting against ransomware and enabling fast, reliable recovery •Expanded our external messaging to include market commentary and perspective pieces to increase knowledge and understanding of the Agency MBS markets •Enhanced business continuity planning through development of a response plan across functional areas for key services •Continued to improve our employee engagement efforts through the support of two employee led engagement groups and introduced one-on-one coaching from third-party coaches to enhance skills in a number of areas of personal and professional development In recognition of AGNC’s employee engagement efforts, AGNC was recognized by Fortune as one of the Best Small Workplaces™ in 2024.



Pay-for-Performance			Link compensation to achievement of short- and long-term financial and strategic goals

Attraction and Retention			Attract and retain a high-quality team with skills necessary to outperform industry peers and achieve AGNC’s strategic objectives

Alignment with Stockholders			Align the interests of executive officers, employees, and stockholders by tying elements of realized compensation to stockholder value

Financial Efficiency			Maintain a low-cost operating structure that maximizes financial efficiency from a tax, accounting, and cash flow perspective

Strong Compensation Governance			Employ high-quality practices in governance of executive compensation


NEO	2023 Base Salary	2024 Base Salary
Peter J. Federico	$900,000	$900,000
Gary D. Kain	$500,000	$500,000
Christopher J. Kuehl	$900,000	$900,000
Bernice E. Bell	$750,000	$750,000
Kenneth L. Pollack	$650,000	$650,000
Sean P. Reid	$650,000	$650,000


NEO	2023 Target Annual Bonus	2024 Target Annual Bonus
Peter J. Federico	$4,500,000	$4,500,000
Gary D. Kain	$3,600,000	$3,600,000
Christopher J. Kuehl	$2,700,000	$2,700,000
Bernice E. Bell	$1,725,000	$1,725,000
Kenneth L. Pollack	$1,300,000	$1,300,000
Sean P. Reid	$1,300,000	$1,300,000


			Performance Continuum3
Category Weight	Metric Weight	Performance Metric	Below Threshold	Threshold	Target	Out- performance
75%	25%	Absolute Annual Economic Return1	< 0.0%	0.0%	10.0%	≥ 24.0%
	35%	Relative Annual Economic Return1,2	< (5.0)	(5.0)	1.0	≥ 10.0
	15%	Relative Price-to-Tangible Book Ratio2	< (5.0)	(5.0)	1.0	≥ 10.0
			Payout Continuum (% of Metric Weight)
			0%	50%	100%	200%


Strategic and Operational Objectives (25% of Total Corporate Scorecard)


Component	Component Weight	Component Payout	Weighted Payout
Financial Metrics	75%	174.3%	130.7%
Strategic and Operational Objectives	25%	115.0%	28.8%
Corporate Scorecard Payout			159.5%


Strategic Component	Objective / Focus	Highlights
Operating Efficiency	ü Maintain low operating cost structure relative to the residential mortgage REIT and broader asset management industries	ü Continued to outperform mREIT industry on an operating cost basis by a wide margin ü Accelerated accounting closing process through increased automation ü Developed single platform for processing repo transactions
Disciplined Risk Management	ü Utilize comprehensive risk management framework predicated on careful asset selection, disciplined hedging, and diversified funding to preserve tangible net book value across a wide range of market scenarios ü Maintain business continuity through operational and cybersecurity risk management	ü Enhanced business continuity planning through tabletop exercise and development of a response plan across functional areas for key services ü Strengthened data resiliency by implementing immutable backups on AWS Backup with Vault Lock ü Implemented improved cash management fraud controls, which enhance the security of payment and disbursement verification processes ü Operated in compliance with risk reporting framework throughout 2024 and maintained funding diversification with ample capacity
Stockholder Focus and Capital Management	ü Provide detailed and transparent public financial disclosure, actively engage with investors, and provide clear and effective stockholder communications ü Maintain an active, stockholder-friendly capital management approach that is consistent with broader market considerations	ü Expanded investor relations outreach, new investor targeting, and external messaging strategies through new website and social media channels as well as creation of new investor materials ü Refined external messaging, which continues to be highly effective, as evidenced by our significant and sustained common stock price-to-book premium, and which facilitated raising $2.0 billion of accretive common equity through our ATM program during 2024 ü Participated in eight investor conferences and five non-deal investor roadshows, held over 150 meetings and calls with institutional investors, and responded to over 400 letters, emails, and calls from retail investors throughout the year
Corporate Responsibility	ü Expand and improve high-quality corporate responsibility practices, and continue to incorporate material responsibility factors into AGNC’s strategy, business, and operations	ü Maintained high-quality governance oversight and structure, including compliance with governance, reporting, listing and REIT regulatory requirements ü Achieved high levels of stockholder support for all proxy proposals at the 2024 Annual Meeting, demonstrating alignment of our governance, oversight, and management with stockholder interests ü Published fourth annual ESG report and disclosures consistent with SASB and TCFD reporting framework ü Recognized by Fortune as one of the Best Small Workplaces™


NEO	Short-Term Incentive Award	Percentage of 2024 Target
Peter J. Federico	$7,177,500	159.5%
Gary D. Kain	$5,742,000	159.5%
Christopher J. Kuehl	$3,825,900	141.7%
Bernice E. Bell	$2,340,825	135.7%
Kenneth L. Pollack	$1,764,100	135.7%
Sean P. Reid	$1,764,100	135.7%


Mix of Long-Term Incentive Awards
NEO	Time-Vested RSUs ($) 1	Performance-Vested RSUs ($) 2	Total Value of Awards ($) 3
Peter J. Federico	1,650,000	3,350,000	5,000,000
Gary D. Kain	1,386,000	2,814,000	4,200,000
Christopher J. Kuehl	1,215,000	1,215,000	2,430,000
Bernice E. Bell	750,000	750,000	1,500,000
Kenneth L. Pollack	520,000	520,000	1,040,000
Sean P. Reid	520,000	520,000	1,040,000


Metric Weight	Performance Variable	Below Threshold	Threshold	Base Performance Target	Outperformance
50%	Absolute Three-Year Economic Return	< 0.0%	0.0%	30.0%	≥ 60.0%
50%	Relative Three-Year Economic Return1	< (4.5)	(4.5)	3.0	≥ 10.5
	Payout Factor (% of Target Shares)	0%	0%	100%	200%