AGNC Investment Corp DEF 14A, filed Mar 8, 2024

AGNC Investment Corp. (AGNC)

DEF 14A 2024-03-08 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

AGNC Investment Corp filed this DEF 14A on March 8, 2024.

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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 18, 2024, at 9:00 a.m., Eastern Time

WHERE:	The Annual Meeting will be held in a virtual format. The virtual meeting site is www.virtualshareholdermeeting.com/AGNC2024.

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 approve an advisory resolution on executive compensation;

	3)	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, 2024; and

	4)	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 in advance of and 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 23, 2024.

MEETING DETAILS:	Attendance at the meeting is limited to holders of common stock as of the close of business on February 23, 2024. 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 2024 Annual Meeting and Voting” in this proxy statement.

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, 2023, are first being sent to our common stockholders on or about March 8, 2024.


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

Proposal 2: Advisory Resolution to Approve Executive Compensation	FOR	16

Proposal 3: Ratification of Appointment of Independent Public Accountant	FOR	17


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			4
Oversight of Strategy and Key Risks			5
ESG and Corporate Responsibility			7
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: Advisory Resolution to Approve Executive Compensation			16
General Information			16
Conclusion and Recommendation; Vote Required			16
Proposal 3 : Ratification of Appointment of Independent Public Accountant			17
Independent Public Accountant’s Fees			17
Pre-Approval Policy			17
Conclusion and Recommendation; Vote Required			18
Report of the Audit Committee			19
Executive Officers of Registrant			20
Executive Officer Biographies			20
Executive Compensation			22
Compensation Discussion and Analysis			22
202 3 Named Executive Officers			22
Executive Summary			22
Business Overview			22
2023 Performance Highlights			23
Compensation Philosophy and Objectives			24


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2024 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, 2023, are available free of charge on the internet at www.AGNC.com/2024proxymaterials.


Stockholder Engagement			25
Summary of Recent Compensation Changes			26
Compensation Governance Practices			27
Compensation Program In Detail			27
Compensation Program Elements			28
Corporate Scorecard for Calculating Annual Bonus			29
Equity Incentive Compensation			33
Compensation Decision Process			35
Other Compensation Policies and Practices			38
Report of the Compensation and Corporate Governance Committee			39
202 3 Summary Compensation Table			39
Grants of Plan-Based Awards in Fiscal Year 2023			41
Outstanding Equity Awards at 202 3 Fiscal Year-End			42
Option Exercises and Stock Vested for Fiscal Year 2023			43
Severance and Change of Control Payments			43
Pay Versus Performance			46
CEO Compensation Pay Ratio			50
Information Regarding Company Voting Securities			51
Security Ownership of Management and Certain Beneficial Owners			51
Questions and Answers About Stockholder Communications and Proposals			52
Questions and Answers About the 202 4 Annual Meeting and Voting			53


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 •serves as an additional management resource in the event of a crisis or interruption in business continuity •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, including consultation on significant strategic decisions •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 •Five of nine directors are gender or racially diverse •Chair is separate from the CEO •Robust independent Board leadership, with Lead Independent Director also serving as Vice Chair •All directors serve on the boards of two or fewer public companies or mutual fund complexes •Average Board tenure of 6.8 years, with the majority of the Board 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 2023 •Membership in the National Association of Corporate Directors (the “NACD”), a leading authority on corporate boardroom and governance practices


Board Diversity Matrix (As of February 23, 2024)
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	6	0	0
Part II: Demographic Background
African American or Black	0	2	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	4	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) 1	Total ($)
Donna J. Blank	148,750	165,000	313,750
Morris A. Davis	148,750	165,000	313,750
John D. Fisk	118,750	165,000	283,750
Andrew A. Johnson, Jr.	118,750	165,000	283,750
Prue B. Larocca	238,750	165,000	403,750
Paul E. Mullings	118,750	165,000	283,750
Frances R. Spark	118,750	165,000	283,750



Name	Beneficially Owned Shares (#)	Unvested Shares (#)	Vested/Deferred Shares 1 (#)	Total (#)
Donna J. Blank	7,223	18,756	40,161	66,140
Morris A. Davis	12,122	18,756	28,203	59,081
John D. Fisk	20,773	18,756	38,042	77,571
Andrew A. Johnson, Jr.	—	18,756	16,136	34,892
Prue B. Larocca	69,168	18,756	9,252	97,176
Paul E. Mullings	8,526	18,756	69,559	96,841
Frances R. Spark	29,892	18,756	12,906	61,554



						DONNA J. BLANK, 62
						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 Lead Independent Director and 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, 52
						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, 57
						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, 67
						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., 61
						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, 72
						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, 73
						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, 65
						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.


	2023	2022
Audit Fees	$1,956,000	$1,875,500
Audit-Related Fees	—	—
Tax Fees	$187,659	$201,316
All Other Fees	—	—
Total Fees	$2,143,659	$2,076,816


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



2023 Performance Highlights
In 2023, AGNC significantly outperformed our Agency REIT Peer Group1 on both an economic and total stock return basis, while maintaining a significant price-to-tangible book value premium valuation. We achieved this strong outcome despite challenging and historically volatile fixed income markets driven by the Federal Reserve’s unprecedented dual-track approach to monetary policy tightening and a host of macroeconomic and geopolitical factors. In addition, AGNC executed upon a number of strategic and operational initiatives in 2023 to further enhance our franchise value and operational resiliency. Highlights of our financial performance in 2023 include: • Annual economic return of 3.0%, which was the second highest return within our Agency REIT Peer Group and materially exceeded our Agency REIT Peer Group average return of -3.4% • Total stock return of 10.0%, which was also the second highest return within our Agency REIT Peer Group and was significantly greater than our Agency REIT Peer Group average return of -2.2%2 • Average Price-to-Tangible Book Value Ratio of 111.1%, which was the highest average within our Agency REIT Peer Group by a wide margin (over 10 percentage points)3 • Operating Expenses for 2023 of 1.23% 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 3.21%4 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 2023: • Enhanced efficiencies through expansion of business intelligence reporting in accounting and portfolio management functions • Automated, centralized, and significantly strengthened liquidity management function • Transitioned all custodial functions to our captive broker-dealer Bethesda Securities, providing cost savings and superior risk controls • Created and implemented daily automated reconciliation tools that verify internal positions to custodian positions • Migrated AGNC network infrastructure onto the cloud and completed meaningful system-wide upgrades that enhance scalability, security, and reliability • Adopted and enhanced compliance policies and procedures in response to new SEC rules and the evolving enforcement landscape • Rebranded AGNC with launch of new website and redesign of corporate marketing materials • Greatly expanded employee engagement and community outreach initiatives and redesigned charitable giving program • Successfully completed relocation of our headquarters to a brand new LEED Platinum building constructed with a focus on sustainability and wellness benefits In recognition of AGNC’s employee engagement efforts, AGNC was again certified as a “Great Place to Work™” in 2023.



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	2022 Base Salary	2023 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	$500,000	$750,000
Kenneth L. Pollack	$500,000	$650,000
Sean P. Reid	—	$650,000


NEO	2022 Target Annual Bonus	2023 Target Annual Bonus
Peter J. Federico	$3,600,000	$4,500,000
Gary D. Kain	$3,600,000	$3,600,000
Christopher J. Kuehl	$2,000,000	$2,700,000
Bernice E. Bell	$1,250,000	$1,725,000
Kenneth L. Pollack	$1,000,000	$1,300,000
Sean P. Reid	—	$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%	139.6%	104.7%
Strategic and Operational Objectives	25%	150.0%	37.5%
Corporate Scorecard Payout			142.2%


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 Enhanced efficiencies through expansion of business intelligence reporting in accounting and portfolio management functions ü Expanded futures clearing capabilities and reduced haircuts ü Recovered $12 million in disputed claims from counterparties
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 Automated, centralized, and significantly strengthened liquidity management function, translating to a safer operating position ü Transitioned all custodial functions to Bethesda Securities, providing cost savings and superior risk controls ü Created and implemented automated reconciliation tool that verifies internal positions to custodian positions ü Migrated AGNC network infrastructure onto the cloud and completed meaningful system-wide upgrades, enhancing scalability, security, and reliability ü Adopted and enhanced compliance policies and procedures in response to new SEC rules and the evolving enforcement landscape ü Operated in compliance with risk reporting framework throughout 2023 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 Refined external messaging, which has been highly effective, as evidenced by our significant and sustained price-to-book value premium that provides access to accretive new capital ü Highly successful Agency-focused brand repositioning with launch of new website and redesign of corporate marketing materials ü Significantly increased investor outreach and hosted successful equity-research-analyst event ü Participated in seven sell-side hosted events, held over 160 meetings and calls with institutional investors, and responded to over 500 letters, emails, and calls from retail investors throughout the year ü Implemented new ATM program and enhanced liquidity and earnings capacity through accretive ATM offerings of common stock
ESG Framework and Practices	ü Expand and improve high-quality ESG and corporate sustainability practices, and incorporate material ESG and sustainability factors into AGNC’s strategy, business, and operations	ü Greatly expanded employee engagement and community outreach initiatives and redesigned charitable giving program ü Received second Great Place to Work certification with high levels of employee satisfaction ü Successfully completed relocation to brand new LEED Platinum HQ built around sustainability and wellness ü Maintained high quality governance oversight and structure, including compliance with governance, reporting, listing and REIT regulatory requirements ü Published third annual ESG report and disclosures consistent with SASB and TCFD reporting framework ü Achieved meaningful improvement in AGNC’s ESG scores with multiple ratings upgrades


NEO	Short-Term Incentive Award	Percentage of 2023 Target
Peter J. Federico	$6,399,000	142.2%
Gary D. Kain	$5,119,200	142.2%
Christopher J. Kuehl	$3,496,500	129.5%
Bernice E. Bell	$2,161,425	125.3%
Kenneth L. Pollack	$1,628,900	125.3%
Sean P. Reid	$1,628,900	125.3%


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%


Mortgage REITs:			Asset Management and Financial Services Companies:
Annaly Capital Management, Inc.			Affiliated Managers Group, Inc.
Arbor Realty Trust, Inc.			AllianceBernstein Holding L.P.
Chimera Investment Corporation			Ameriprise Financial, Inc.
Ladder Capital Corp.			Apollo Global Management LLC
MFA Financial, Inc.			Ares Management LP
Redwood Trust, Inc.			DigitalBridge Group, Inc.
Rithm Capital Corp.			Invesco Ltd.
Two Harbors Investment Corp.			KKR & Co. L.P.
			The Blackstone Group L.P.
			The Carlyle Group L.P.