AGNC Investment Corp
For the period ended Dec 31, 2024. Filed Mar 7, 2025.
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Dec 31, 2024 · Filed Mar 7, 2025
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. In conducting its annual review in consultation with FW Cook and considering other relevant factors, the Compensation Committee concluded that no changes were necessary for 2024 base compensation levels for our NEOs.
| 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 |
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 and was unchanged from 2023 levels.
| 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 |
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 maintain the annual target bonus for each of our NEOs for 2024.
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