AGNC Investment Corp.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
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Dec 31, 2025 · Filed Mar 6, 2026
Contents
Compensation Program Elements
The Compensation Committee believes NEO pay should balance short- and long-term compensation and cash and equity-based compensation to best achieve its compensation program objectives. 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 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.
In setting target direct compensation for executive officers, the Compensation Committee reviews executive officer compensation levels annually and at the time of any promotion or other change in roles and responsibilities. As part of this process, the Compensation Committee consults with and receives advice and counsel from FW Cook, its independent compensation consultant, and considers a variety of relevant factors including, among other things:
the competitive market for executive officers
the scope of each executive officer’s responsibilities
the highly complex and unique services provided by our executive officers
the desire to retain our executive officers
internal and external pay equity
the historical performance of the Company and each executive officer
FW Cook assists the Compensation Committee in performing an evaluation of compensation practices for executive officers at comparable companies. After considering this information and the advice and counsel received from FW Cook, the Compensation Committee may adjust NEO compensation from time to time as it determines warranted in furtherance of the compensation program objectives. As detailed below, the Compensation Committee approved adjustments to 2025 pay, including both increases and decreases, to reflect shifts in individual job responsibilities as well as a review of market compensation data from comparable companies.
Summary of 2025 Target Compensation Adjustments
The Company entered into an amended employment agreement with Mr. Kain that reduced his target annual bonus and long-term incentive amounts by 50%, reflecting the evolution of Mr. Kain’s role with the Company. As part of Mr. Kuehl’s move to the role of Senior Vice President, Head of Investment Research and Strategy on March 20, 2025, his target annual bonus for 2025 declined by 50% and beginning in 2026, his total target long-term incentive awards will be reduced by 50% relative to his 2025 awards. Mr. Kuehl retained his 2025 annual equity awards, which increased approximately 10% from 2024 and were made in 2025 during his service as our Chief Investment Officer. The Compensation Committee increased Mr. Reid’s base salary, the target annual bonus amounts for Ms. Bell and Mr. Reid, and the long-term incentive award targets for Messrs. Federico, Reid, Pollack, and Kuehl and Ms. Bell, after considering a number of factors, including the continued progression of their roles and responsibilities within the Company, the high quality of their individual performance, and compensation practices at comparable companies.
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EXECUTIVE COMPENSATION
Base Salary
Base salary provides a baseline level of cash compensation to our NEOs and is a fixed expense for the Company. As a result of its evaluation of base salaries for 2025, the Compensation Committee determined to maintain each NEO’s base salary as in effect in 2024,with the exception of Mr. Reid, who received an increase as noted below.
| NEO | 2024 Base Salary | 2025 Base Salary |
|---|---|---|
| Peter J. Federico | $900,000 | $900,000 |
| Bernice E. Bell | $750,000 | $750,000 |
| Gary D. Kain | $500,000 | $500,000 |
| Kenneth L. Pollack | $650,000 | $650,000 |
| Sean P. Reid | $650,000 | $750,000 |
| Christopher J. Kuehl | $900,000 | $900,000 |
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. For 2025, the Compensation Committee set each NEO’s target for short-term incentive compensation as set forth in the table below.
| NEO | 2024 Target Annual Bonus | 2025 Target Annual Bonus |
|---|---|---|
| Peter J. Federico | $4,500,000 | $4,500,000 |
| Bernice E. Bell | $1,725,000 | $1,875,000 |
| Gary D. Kain | $3,600,000 | $1,800,000 |
| Kenneth L. Pollack | $1,300,000 | $1,300,000 |
| Sean P. Reid | $1,300,000 | $1,500,000 |
| Christopher J. Kuehl | $2,700,000 | $1,350,000 |
The adjustments made to a number of individuals’ target short-term incentive levels for 2025, including both increases and decreases, reflected shifts in individual job responsibilities as well as a review of market compensation data from comparable companies. The Company entered into an amended employment agreement with Mr. Kain that reduced his target annual bonus amount by 50%, reflecting the evolution of Mr. Kain’s role with the Company. Mr. Kuehl’s target annual bonus for 2025 declined by 50% as part of his move to the role of Senior Vice President, Head of Investment Research and Strategy. The Compensation Committee increased the target annual bonus amounts for Ms. Bell and Mr. Reid after considering a number of factors, including the continued growth of their roles and responsibilities within the Company and compensation practices at comparable companies.
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