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AGNC Investment Corp

For the period ended Dec 31, 2023. Filed Mar 8, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Mar 8, 2024

AGNCL$23.80+0.2%Stored close · as of Nov 6, 2026
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Contents

Compensation Program Elements

The Compensation Committee believes it is important to pay our NEOs in a manner that balances short- and long-term compensation and cash and equity-based compensation. Our NEOs’ compensation program includes three primary elements: base salary, short-term incentives in the form of an annual cash bonus, and long-term equity incentives, with a significant portion subject to multi-year performance-based vesting.

The Compensation Committee’s philosophy on pay mix applies throughout the entire organization, with all AGNC employees receiving a portion of their compensation in the form of short-term and long-term incentives. The proportion of an individual’s target total direct compensation opportunity in the form of variable incentive-based elements relative to fixed elements is directly correlated to the individual’s level of responsibility and role in the organization. Employees with greater seniority and greater responsibility have higher proportions of incentive-based compensation in their target mix. Similarly, within the incentive-based elements, the proportion of LTI generally corresponds with the individual’s level of responsibility in the organization.

Base Salary

Base salary provides a baseline level of cash compensation to our NEOs and is a fixed expense for the Company. The Compensation Committee established base salaries for our NEOs considering a variety of factors, including:

the competitive market for executive officers

the scope of each executive officer’s responsibilities

the highly complex and unique services provided by our NEOs

the desire to retain our NEOs

the duties and responsibilities of the NEOs

internal and external pay equity

The Compensation Committee reviews the base salaries for our NEOs annually and at the time of a promotion or other change in responsibilities, and salaries may be adjusted after considering the above factors. The annual base salaries set forth in the table below are the minimum levels required in each executive’s respective employment agreement. As part of its annual review in consultation with FW Cook and considering other relevant factors, the Compensation Committee increased the base salary levels for Ms. Bell and Mr. Pollack relative to their respective 2022 levels. Mr. Reid was not an NEO of the Company in 2022, and therefore only his 2023 compensation data is provided in this proxy statement.

NEO2022 Base Salary2023 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

Annual Bonus

The Compensation Committee has established performance criteria for short-term incentives that directly correspond to the areas of greatest impact to our short- and long-term performance and operations, creating a direct connection between business success and our NEOs’ compensation. Each NEO’s target for short-term incentive compensation, set forth in the table below, is determined based on an evaluation of the same factors used in setting base salaries.

NEO2022 Target Annual Bonus2023 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

As part of its annual evaluation of the compensation package provided to our NEOs in consultation with FW Cook, the Compensation Committee, among other things, examined compensation practices at comparable companies and considered the scope of each NEO’s responsibilities and their performance. After considering these factors, the Compensation Committee determined it was appropriate to increase the annual target bonus for each of our NEOs other than Mr. Kain. Messrs. Federico’s and Kuehl’s annual

28AGNC INVESTMENT CORP. - Proxy Statement

EXECUTIVE COMPENSATION

target bonuses were increased to 500% and 300% of their base salaries, respectively, which represents the first adjustment to their target compensation since adjustments made at the time of their transition in 2021 to the roles of President and Chief Executive Officer and Chief Investment Officer, respectively. Following increases to each of their respective base salaries, Ms. Bell’s bonus target was reduced to 230% of her base salary, and Mr. Pollack’s bonus target remained at 200% of his base salary for 2023.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.