DEF 14A of AGNC Investment Corp., Mar 8, 2024

DEF 14A of AGNC Investment Corp.

Filed Mar 8, 2024 · FY20230001423689-24-000028

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | Committee | | | | Name | Director Since | Independent | Executive | Audit | Compensation & Corporate Governance | | Donna J. Blank | 2018 | ✓ | ✓ | Chair | | | Morris A. Davis | 2008 | ✓ | | | Chair | | Peter J. Federico (Chief Executive Officer) | 2021 | | | | | | John D. Fisk | 2019 | ✓ | | | ✓ | | Andrew A. Johnson, Jr. | 2021 | ✓ | | ✓ | | | Gary D. Kain (Executive Chair) | 2016 | | ✓ | | | | Prue B. Larocca (Lead Independent Director and Vice Chair) | 2013 | ✓ | Chair | ✓ | ✓ | | Paul E. Mullings | 2016 | ✓ | | | ✓ | | Frances R. Spark | 2019 | ✓ | | ✓ | |

  3. Director Nominees

    1. Metrics as of February 23, 2024.

  4. Director Nominees

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  5. Director Compensation

    Director Compensation As described in more detail below, we compensate our independent directors with cash retainers and equity-based awards. Directors who are employees of the Company or our subsidiaries do not receive any compensation for service as a member of the Board although we reimburse all directors for travel expenses incurred in connection with Board and committee meetings and Board-related functions. The Compensation Committee periodically reviews the form and amount of compensation paid to our independent directors to ensure it remains consistent with quality corporate governance practices. In these reviews, the Compensation Committee regularly consults with FW Cook for advice on the design and structure of the program, information on recent trends and developments in non-employee director compensation, general industry data, and analyses of the competitiveness of our non-employee director compensation levels relative to comparable companies. The Board conducted its annual review of compensation for independent directors in April 2023 and reviewed a compilation of compensation practices for independent directors at a group of comparable companies provided by FW Cook. The Board also considered changes in the level of work required of the Company’s directors following the Covid-19 pandemic (the “Pandemic”) and market conditions that have prevailed since that time that require a greater level of effort. After completing its review and noting that the annual retainer had been set at $112,500 since 2019, the Board concluded that the annual retainer paid to the independent directors for service on the Board should be increased from $112,500 to $125,000, per year effective as of July 1, 2023. As part of this review, the Board also determined that the annual RSU awards made to our independent directors should be increased to $165,000 per year, which reflects an increase of $17,500 relative to RSU awards made to each independent director in 2022. After considering the comparative data provided by FW Cook and the increased responsibilities of leaders on our Board, the directors determined that the annual retainer paid to the Chairs of our Audit Committee and Compensation Committee, which had not changed since 2017, should be increased from an annual rate of $25,000, to $35,000, each payable quarterly in advance, and the annual retainer paid to our Lead Independent Director and Vice Chair should be increased from $100,000 to $140,000, also payable quarterly in advance. Accordingly,

  6. Director Compensation

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  7. Director Compensation

    each of our independent directors, the Chairs of our Audit Committee and Compensation Committee, and our Lead Independent Director and Vice Chair received their increased retainer rate for the third and fourth quarterly retainer payments in 2023. The Board believes that a substantial portion of director compensation should consist of equity-based compensation to assist in aligning the long-term interests of our directors with those of our stockholders. On April 20, 2023, each of our independent directors serving on the Board at that time received 16,533 RSUs under the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan (the “2016 Equity Plan”), which is described in more detail below. The RSUs vest on the earlier of April 20, 2024 or the date of the 2024 Annual Meeting of Stockholders, subject to the director’s continued service on our Board through the vesting date. Each RSU represents the right to receive an equivalent number of shares of our common stock, plus dividend equivalents, subject to the terms of the 2016 Equity Plan. The Compensation Committee recommended the amount of annual equity awards in consultation with FW Cook as part of its review of our director compensation relative to our compensation philosophy and objectives, comparable market practices for independent director compensation, and the work required of our directors. The following table sets forth the compensation received by each independent director during 2023:

  8. Director Compensation

    | 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 |

  9. Director Compensation

    1. The amounts reported in the “Stock Awards” column represent the grant date fair value of each award granted calculated in accordance with Financial Accounting Standards Board ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), as required by Securities and Exchange Commission (“SEC”) regulations. Each award represents the right to receive 16,533 shares of common stock (calculated by dividing the value of the award by the closing price of a share of common stock on the grant date, which was $9.98 on April 20, 2023). As of December 31, 2023, in connection with these awards, each independent director had unvested RSUs relating to 18,520 shares of common stock, including dividend equivalents on the RSUs. The 2016 Equity Plan The Company maintains the 2016 Equity Plan to provide our directors, executive officers, and other employees with equity incentive compensation. Stockholders initially approved the Company’s equity plan in December 2016 and subsequently approved an amendment and restatement with 91.7% of the shares voted in support at the 2021 Annual Meeting. Subject to adjustment as described in the 2016 Equity Plan, total awards under the 2016 Equity Plan are currently limited to 40,000,000 shares, inclusive of dividend equivalents paid on such awards. These shares may be shares of original issuance or treasury shares or a combination of the two, and awards may be time-vested or performance-vested. The 2016 Equity Plan authorizes the Compensation Committee to provide equity-based compensation in the form of stock options, appreciation rights, restricted shares, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards denominated or payable in, or otherwise based on, shares of common stock, plus cash incentive awards, for the purpose of providing our non-employee directors, officers, and other employees, and those of our subsidiaries, incentives and rewards for service or performance. The 2016 Equity Plan places a limit on the dollar value of awards and other compensation that may be made to a director in any year. Members of our Board may elect to defer distribution of their awards under the 2016 Equity Plan for a period of up to ten years; deferred awards are non-forfeitable following the vesting date. Independent Director Plan The American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the “Independent Director Plan”), created at the time of our IPO, provided for the issuance of equity-based awards to our independent directors and was terminated when our stockholders approved the 2016 Equity Plan, except with respect to then outstanding awards. Restricted stock units awarded under the Independent Director Plan conferred to the participant the right to receive common stock having a value equal to the number of shares of our common stock that were subject to the award. The holders of awards of restricted stock units were also entitled to receive dividend equivalents and could elect to defer distribution of their equity-based awards for a period of up to ten years. Deferred awards are non-forfeitable after the vesting date.

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to our Certificate of Incorporation, our common stockholders elect each of the members of the Board annually. The term of each director will expire at the Annual Meeting. Each director has been nominated by the Compensation Committee of the Board, in accordance with our Bylaws, to stand for re-election at the Annual Meeting and to serve as a director until our Annual Meeting to be held in 2025 and until his or her successor is elected and qualified. It is expected that each of the nominees will be able to serve, but if any such nominee is unable to serve for any reason, the proxies reserve discretion to vote or refrain from voting for a substitute nominee or nominees. A common stockholder using the enclosed form of proxy can vote for or against any or all of the nominees or may abstain from voting for any or all of the nominees. We believe that all of our nominees possess the personal and professional qualifications necessary to serve as a member of our Board and collectively represent a balance of industry knowledge, skills, and expertise. Our directors have been evaluated by the Compensation Committee pursuant to the guidelines described above under “Board and Governance Matters—Board Membership Criteria,” and the determination was made that each of them fulfills and exceeds the qualities that we look for in members of our Board. Mr. Kain is our Executive Chair, and Mr. Federico is our President and Chief Executive Officer. All other nominees are independent as defined in the Nasdaq rules.

  11. Summary of Our Board’s Industry and Functional Expertise

    Summary of Our Board’s Industry and Functional Expertise We believe that our directors have a diversity of experience and a wide variety of skills and qualifications that strengthen their ability to provide guidance and oversight to the Company and management on behalf of stockholders. The information set forth below with respect to each of our directors, each of whom is a nominee for election at the Annual Meeting, is as of February 23, 2024. The business address of each nominee is c/o AGNC Investment Corp., 7373 Wisconsin Avenue, 22nd Floor, Bethesda, Maryland 20814. We have highlighted specific attributes for each Board member below.

  12. Director Nominee Biographies and Qualifications

    Director Nominee Biographies and Qualifications

  13. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  14. Director Nominee Biographies and Qualifications

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  15. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  16. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  17. Director Nominee Biographies and Qualifications

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  18. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  19. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  20. Director Nominee Biographies and Qualifications

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  21. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  22. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  23. Director Nominee Biographies and Qualifications

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  24. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  25. Director Nominee Biographies and Qualifications

    | | | | | 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. |

  26. Director Nominee Biographies and Qualifications

    The election of directors nominated in Proposal 1 requires the affirmative vote of a majority of the votes cast by holders of our common stock at the Annual Meeting. The affirmative vote of a “majority” of the votes cast means that the number of votes cast “for” a director nominee must exceed the votes cast “against” that nominee. In the context of the election of nine directors at the Annual Meeting, it will mean that each of the nine candidates will be required to receive more votes “for” than “against” to be elected. Abstentions and broker non-votes will have no effect on the outcome of the proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE NOMINEES NAMED ABOVE.

  27. Director Nominee Biographies and Qualifications

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  28. Director Nominee Biographies and Qualifications

    | PROPOSAL 2: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION |

  29. Director Nominee Biographies and Qualifications

    PROPOSAL 2:

  30. KENNETH L. POLLACK, 56

    KENNETH L. POLLACK, 56 Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary Mr. Pollack has served as our Executive Vice President since January 2022 and our General Counsel, Chief Compliance Officer, and Secretary since July 2016. Mr. Pollack previously served as Senior Vice President from July 2016 until January 2022. Prior to joining AGNC Investment Corp., Mr. Pollack was Senior Vice President and Deputy General Counsel of American Capital, Ltd. At American Capital, Mr. Pollack served as lead counsel for American Capital’s portfolio investment activities in the areas of Real Estate, U.S. Sponsor Finance, U.S. Buyouts, International Power, Special Situations, Operations, and Financial Restructuring.

  31. KENNETH L. POLLACK, 56

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  32. KENNETH L. POLLACK, 56

    Mr. Pollack joined American Capital in 2004. Prior to American Capital, Mr. Pollack was an Associate in the Corporate & Securities and Real Estate practice groups of Arnold & Porter.

  33. Business Overview

    | 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. |

  34. Compensation Philosophy and Objectives

    | 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 |

  35. Summary of Recent Compensation Changes

    Summary of Recent Compensation Changes The Compensation Committee continually evaluates our compensation program and considers stockholder feedback, industry compensation trends, historical and anticipated market conditions for the Company’s business, and comparative pay analysis. In these evaluations, the Compensation Committee strives to maintain consistency with the overall compensation framework that has been well-accepted by investors and the Company’s employees. In 2021, the compensation packages for Messrs. Kain, Federico, and Kuehl were adjusted as a result of the promotion of Messrs. Federico and Kuehl to the roles of Chief Executive Officer and Chief Investment Officer, respectively, and Mr. Kain’s transition to the role of Executive Chair. Although no changes were made to the target compensation of Messrs. Kain, Federico, and Kuehl in 2022, their annual target compensation changed relative to 2021 as 2022 compensation levels reflected a full-year of service in their new roles and with corresponding pay adjustments. As part of its annual review of our compensation program for 2023, the Compensation Committee reexamined our compensation practices after considering a number of factors, including the impact of changes in overall markets for Agency MBS on the Company’s compensation program following the Pandemic, compensation practices at comparable companies in consultation with FW Cook, and the evolving roles and functions of our NEOs. In examining the compensation practices at other mortgage REITs and asset managers considered comparable, the Compensation Committee noted that our NEOs have a higher proportion of their target compensation allocated to performance-based equity compensation than executives at such companies. The Compensation Committee also determined as a result of this review that an increase in the aggregate compensation of Messrs. Federico, Kuehl and Pollack and Ms. Bell was appropriate considering their respective roles, market compensation conditions, and AGNC’s scale and performance relative to such comparable companies. The Compensation Committee remains committed to maintaining a program that incentivizes long-term performance, links pay with performance, aligns executive objectives and incentives with our stockholders’ interests, and promotes retention of our NEOs. As discussed in greater detail below, a significant portion of NEO short and long-term compensation remains directly linked to absolute and relative economic returns. The Compensation Committee recognizes that both measures perform an important role in directly linking NEO pay to the interest of common stockholders and that economic return relative to the Agency REIT Peer Group is the best measure of outperformance by the management team given the specialized asset class focus of the Company. Variability in these measures can lead to significant fluctuation in year-over-year pay outcomes. The Compensation Committee took these factors into account in setting 2023 pay opportunities for our NEOs, which are discussed in detail below. After completing its annual review and considering Messrs. Federico’s and Kuehl’s strong performance following their transition in 2021 to the role of CEO and Chief Investment Officer, respectively, during a period of historic market volatility, the Compensation Committee determined to increase Messrs. Federico’s and Kuehl’s target incentive compensation opportunities. Mr. Federico’s target incentive compensation opportunity was increased by a total of $1.4 million, following which he continues to receive over 90% of his target compensation in the form of incentive-based compensation, a majority of this incentive-based compensation in the form of LTI equity awards, and 67% of LTI awards in the form of performance-based awards. Mr. Kuehl’s target incentive compensation opportunity was increased by $530,000, following which he receives 85% of his target compensation in the form of incentive-based compensation and 50% of his LTI in the form of performance-based equity awards. After considering the compensation of NEOs performing similar functions at comparable companies and their evolving roles and responsibilities at the Company, the Compensation Committee increased the base pay and incentive compensation opportunities for Ms. Bell and Mr. Pollack such that 81% and 78%, respectively, of their target compensation is in the form of incentive-based compensation, with 50% of their LTI allocated to performance-based equity. No changes were made to Mr. Kain’s target compensation. Mr. Reid was not an NEO in 2022, and thus no comparative data for his 2022 compensation is provided.

  36. ✓ Prohibit our directors and executive officers from hedging, pledging, and short selling Company stock

    ✓ Prohibit our directors and executive officers from hedging, pledging, and short selling Company stock

  37. ✓ Engage an independent compensation consultant

    ✓ Engage an independent compensation consultant

  38. ✓ Provide long-term equity incentive compensation to all of our employees

    ✓ Provide long-term equity incentive compensation to all of our employees

  39. ✗ Reprice stock options

    ✗ Reprice stock options

  40. ✗ Provide for “single-trigger” severance or vesting acceleration

    ✗ Provide for “single-trigger” severance or vesting acceleration

  41. ✗ Provide for “single-trigger” severance or vesting acceleration

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  42. Compensation Program Elements

    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.

  43. Compensation Program Elements

    | 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 |

  44. Corporate Scorecard for Calculating Annual Bonus

    Corporate Scorecard for Calculating Annual Bonus The Compensation Committee uses a Corporate Scorecard to assist in its evaluation of NEO performance and awards of annual cash bonuses. The Corporate Scorecard utilizes a framework that incentivizes and rewards performance over a broad range of circumstances, and, as described in greater detail below, the 2023 Corporate Scorecard was based upon a mix of financial and strategic measures that corresponded to the core elements of our value proposition for stockholders. We believe the goals and measures included in the Corporate Scorecard effectively align NEO short-term incentives with financial, strategic, and operational performance of greatest importance to our business. Under the 2023 Corporate Scorecard, actual payouts can range from 0% to 200% of target for each metric, with category and metric weights as assigned by the Compensation Committee, and payouts for performance between the threshold and maximum level of each measure are determined through linear interpolation. The cash bonuses for Messrs. Federico and Kain continue to be based solely on achievement of the Corporate Scorecard measures. The other NEOs’ short-term cash incentives were based predominantly on the Corporate Scorecard measures and to a lesser extent on individual performance. 2023 Corporate Scorecard The Compensation Committee annually reviews the appropriateness of the Corporate Scorecard and considers feedback from stockholders as part of their deliberations. In response to feedback received during investor outreach in prior years, we revised the Corporate Scorecard in 2019 to increase the weighting of financial performance and realign the strategic and operational objectives more directly with the Company’s value proposition to stockholders. In conducting its annual review in January 2023, the Compensation Committee determined that it was appropriate to maintain the weightings among the three financial performance metrics, with absolute annual economic return weighted at 25%, relative annual economic return weighted at 35%, and relative price-to-tangible book ratio weighted at 15%. The Compensation Committee previously adjusted these weightings in 2022 to increase the weighting of relative annual economic return and decrease the weighting of relative price-to-tangible book ratio after concluding that revising the allocation among the relative measures better aligns the scorecard with the performance metrics prioritized by investors. In addition, the Compensation Committee determined at that time that market conditions and stock price volatility among the Agency REIT Peer Group made the relative price-to-tangible book ratio a less reliable indicator of performance. In its review in January 2023, the Compensation Committee determined it would be appropriate to allow for payouts of up to 200% (from 150% under the prior Corporate Scorecards), with a corresponding increase in the performance levels required to achieve maximum payout. This adjustment in the performance continuum allows for greater reciprocity of outcomes under the Corporate Scorecard by providing a parallel to the 0% payout for below threshold performance. The Compensation Committee also considered the level of rigor of the goals and objectives in light of market conditions and elected to reduce the target performance level for the relative price-to-tangible book ratio from 3.5 percentage points greater than the Agency REIT Peer Group average to 1.0 percentage point and extended the performance bands of this measure consistent with this adjustment. In making the adjustment to this relative metric, the Compensation Committee noted that evolutions in equity market conditions for mortgage REITs since the prior target was set in 2019 had resulted in less differentiation among price-to-tangible book ratios of Agency-focused mortgage REITs. The Compensation Committee also considered the continued alignment of the Corporate Scorecard with the Compensation Committee’s overall compensation philosophy and relevant feedback from stockholders. As in prior years, the Compensation Committee set the financial measures for the Corporate Scorecard in January 2023 following an evaluation of historical performance over a five-year period, back-testing financial measures over this period to evaluate hypothetical payout levels when applying the Corporate Scorecard to those periods, and our high-level forecast. Following this review, the Compensation Committee concluded that the threshold, target, and outperformance levels for the Corporate Scorecard financial measures, weighted at 75% of the overall Corporate Scorecard, remained challenging for 2023 in a market environment marked by extreme interest rate volatility, rapidly changing monetary policy, and continued economic uncertainty. The Compensation Committee also determined that it remained appropriate to continue including non-financial strategic and operational objectives weighted at 25% of the overall Corporate Scorecard. Our Corporate Scorecard was designed to incentivize and reward results over a broad range of circumstances through balanced weightings of absolute and relative financial performance and strategic and operational objectives.

  45. Corporate Scorecard for Calculating Annual Bonus

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  46. Corporate Scorecard for Calculating Annual Bonus

    | Financial Metrics (75% of Total Corporate Scorecard) |

  47. Corporate Scorecard for Calculating Annual Bonus

    | | | | 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% |

  48. Corporate Scorecard for Calculating Annual Bonus

    1.Economic return is calculated on tangible common equity per share. 2.Reflects AGNC’s relative performance to the unweighted, simple average of the Agency REIT Peer Group. Our Relative Annual Economic Return measure is calculated on an October 1 – September 30 year basis due to the timing of availability of comparative data. 3.Relative Annual Economic Return and Relative Price-to-Tangible Book Ratio calculations are based on percentage points. The financial measures emphasized our focus on generating strong absolute and relative economic returns and maintaining a strong common stock trading price to tangible book value relative to our peers. Our economic return reflects the overall return we generate on our tangible common equity capital and is comprised of our dividends declared and the change in the tangible net book value per share of common stock over the relevant period. As such, it incorporates all aspects of our investment activity, including interest received on our investments, net of borrowing costs, and realized and unrealized gains and losses on our investments, hedging instruments, and other assets and liabilities. We believe this measure best reflects a composite view of AGNC’s financial performance over any time period. Most investors and research analysts active in the residential mortgage REIT sector utilize this metric as a primary factor in analyzing residential mortgage REIT performance. Our Compensation Committee has included both absolute and relative annual economic return as separate financial performance measures. Our inclusion of absolute annual economic return is reflective of our focus on generating positive economic returns for our stockholders and supporting our dividend, regardless of overall macroeconomic conditions. Relative annual economic return has been included to provide a comparison of our performance against our peers and to reward our management team and employees for outperformance. While a favorable macroeconomic climate may drive a strong absolute annual economic return, relative annual economic return requires outperformance relative to peers, all of which are subject to the same prevailing macroeconomic conditions. For 2023, our Compensation Committee retained our target goals of absolute annual economic return at 10.0% and relative annual economic return at 1.0 percentage point greater than the Agency REIT Peer Group average. These goals reflect the Compensation Committee’s view that an absolute annual economic return target of 10.0% would be appropriately challenging and that outperformance of the peer average by 1.0 percentage point should be the target goal for relative annual economic return. Our third financial measure is our stock price to tangible net book value per share, or “price-to-tangible book ratio,” relative to peers. As discussed herein, in January 2023 our Compensation Committee adjusted our target relative price-to-tangible book ratio to a 1.0 percentage point premium to the Agency REIT Peer Group average. Price-to-tangible book ratio is a valuation metric utilized by many investors and research analysts and reflects the premium (or discount) to tangible net book value of a company implied by the company’s stock price. As such, the price-to-tangible book ratio for AGNC relative to peers may in certain market environments imply the relative perception by the market of, or outlook for, AGNC as compared to its peer group. We believe that our track record of favorable long-term financial performance, operating efficiency, disciplined risk management, stockholder focus, and significant scale and liquidity should position AGNC for a premium valuation relative to our peer group in most market environments. Collectively, our three financial measures incentivize our management team to drive favorable returns – on both an absolute and relative basis – for our stockholders. Our success in generating economic returns at or above target levels while maintaining targeted premium valuation levels on a price-to-tangible book value basis should translate into favorable total stock returns for our stockholders. As such, we believe these metrics appropriately align our short-term incentive plan with our stockholders.

  49. Corporate Scorecard for Calculating Annual Bonus

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

  50. Corporate Scorecard for Calculating Annual Bonus

    As noted above, our Compensation Committee believes our value proposition should position AGNC for a premium valuation. Our Compensation Committee seeks to drive management performance in these areas and focuses our strategic and operational efforts on the following components: •Operating Efficiency: maintain low operating cost structure relative to peers and continually identify opportunities to improve operations across functional groups where practicable •Disciplined Risk Management: mitigate business and operational risk based on the Company’s comprehensive risk management framework •Stockholder Focus and Capital Management: provide detailed and transparent financial disclosure, actively engage with stockholders, and maintain an active stockholder-friendly approach to capital management consistent with broader market considerations

  51. Corporate Scorecard for Calculating Annual Bonus

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  52. Corporate Scorecard for Calculating Annual Bonus

    •ESG Framework and Practices: incorporate material ESG and sustainability factors into our strategy, business, and operations and provide disclosure regarding ESG and corporate sustainability philosophy and practices Annual 2023 Corporate Scorecard Incentive Compensation Determination Following a review of each of the components of the 2023 Corporate Scorecard, the Compensation Committee calculated a total scorecard payout for 2023 of 142.2% of target. A more detailed discussion regarding each of the elements included in the Corporate Scorecard is provided below.

  53. Corporate Scorecard for Calculating Annual Bonus

    | 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% |

  54. Corporate Scorecard for Calculating Annual Bonus

    2023 Financial Metric Results Based on our 2023 Corporate Scorecard, our 2023 financial metric performance indicated a 139.6% payout for the financial metric component, as significant outperformance compared to our peer group under both relative measures drove a favorable above-plan outcome. Despite significant fixed income market volatility in 2023, AGNC generated a positive absolute annual economic return of 3.0% for the year, above the threshold but below the base target. On a relative annual economic return basis, AGNC meaningfully outperformed the Agency REIT Peer Group average by 7.0 percentage points, materially exceeding the 1.0 percentage point outperformance base target. AGNC posted the highest price-to-tangible book ratio in our peer group by a wide margin, significantly outperforming the Agency REIT Peer Group average by 15.6 percentage points and exceeding the 10.0 percentage points outperformance level. 1. Relative Annual Economic Return and Relative Price-to-Tangible Book Ratio calculations are based on percentage points.

  55. Corporate Scorecard for Calculating Annual Bonus

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  56. Corporate Scorecard for Calculating Annual Bonus

    2023 Strategic and Operational Review In evaluating our performance under the strategic and operational objectives portion of the Corporate Scorecard, the Compensation Committee determined that Company personnel significantly exceeded target expectations for the year in all categories, meriting a 150% performance rating on these measures. In reaching these conclusions, the Compensation Committee noted the following accomplishments:

  57. Corporate Scorecard for Calculating Annual Bonus

    | Strategic Component | Objective / Focus | Highlights | | Operating Efficiency | ✓ Maintain low operating cost structure relative to the residential mortgage REIT and broader asset management industries | ✓ Continued to outperform mREIT industry on an operating cost basis by a wide margin ✓ Enhanced efficiencies through expansion of business intelligence reporting in accounting and portfolio management functions ✓ Expanded futures clearing capabilities and reduced haircuts ✓ Recovered $12 million in disputed claims from counterparties | | Disciplined Risk Management | ✓ 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 ✓ Maintain business continuity through operational and cybersecurity risk management | ✓ Automated, centralized, and significantly strengthened liquidity management function, translating to a safer operating position ✓ Transitioned all custodial functions to Bethesda Securities, providing cost savings and superior risk controls ✓ Created and implemented automated reconciliation tool that verifies internal positions to custodian positions ✓ Migrated AGNC network infrastructure onto the cloud and completed meaningful system-wide upgrades, enhancing scalability, security, and reliability ✓ Adopted and enhanced compliance policies and procedures in response to new SEC rules and the evolving enforcement landscape ✓ Operated in compliance with risk reporting framework throughout 2023 and maintained funding diversification with ample capacity | | Stockholder Focus and Capital Management | ✓ Provide detailed and transparent public financial disclosure, actively engage with investors, and provide clear and effective stockholder communications ✓ Maintain an active, stockholder-friendly capital management approach that is consistent with broader market considerations | ✓ 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 ✓ Highly successful Agency-focused brand repositioning with launch of new website and redesign of corporate marketing materials ✓ Significantly increased investor outreach and hosted successful equity-research-analyst event ✓ 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 ✓ Implemented new ATM program and enhanced liquidity and earnings capacity through accretive ATM offerings of common stock | | ESG Framework and Practices | ✓ Expand and improve high-quality ESG and corporate sustainability practices, and incorporate material ESG and sustainability factors into AGNC’s strategy, business, and operations | ✓ Greatly expanded employee engagement and community outreach initiatives and redesigned charitable giving program ✓ Received second Great Place to Work certification with high levels of employee satisfaction ✓ Successfully completed relocation to brand new LEED Platinum HQ built around sustainability and wellness ✓ Maintained high quality governance oversight and structure, including compliance with governance, reporting, listing and REIT regulatory requirements ✓ Published third annual ESG report and disclosures consistent with SASB and TCFD reporting framework ✓ Achieved meaningful improvement in AGNC’s ESG scores with multiple ratings upgrades |

  58. Corporate Scorecard for Calculating Annual Bonus

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  59. Corporate Scorecard for Calculating Annual Bonus

    Individual Bonus Decisions The 2023 bonus payments for our NEOs are reflected in the following table:

  60. Corporate Scorecard for Calculating Annual Bonus

    | 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% |

  61. Corporate Scorecard for Calculating Annual Bonus

    Short-term incentives for Messrs. Kain and Federico in 2023 were based solely on achievement of the Corporate Scorecard measures. Based on the Compensation Committee’s assessment of the 2023 Corporate Scorecard, this resulted in a payout of 142.2% of target for Messrs. Kain and Federico. Short-term cash incentives for our NEOs other than Messrs. Federico and Kain were based predominantly on the Corporate Scorecard measures (70% for Mr. Kuehl and 60% for Ms. Bell and Messrs. Pollack and Reid) and to a lesser extent on individual performance. After considering the contributions of Messrs. Kuehl, Pollack, and Reid and Ms. Bell, as discussed below, and management’s collective achievements throughout the year, the Compensation Committee determined that a rating of 100.0% was appropriate for each of Messrs. Kuehl, Pollack, and Reid and Ms. Bell for the individual component element of their bonus. The Compensation Committee recognized the efforts of Ms. Bell and Messrs. Kuehl, Pollack, and Reid in a number of operational accomplishments throughout the organization that contributed to increased efficiency and resiliency as discussed in further detail below. Our Corporate Scorecard results reflect our strong absolute and relative performance in 2023 despite volatile market conditions and demonstrate our improved performance relative to 2022 when payouts among our NEOs ranged from 61.9% to 80.1%. Mr. Kuehl was awarded a cash bonus at 129.5% of his target based on a relative weighting of the Corporate Scorecard at 70% and his personal performance at 30%. In evaluating his personal performance, the Compensation Committee noted his management of the Company’s investment portfolio during a year of challenging market conditions resulting from historic levels of interest rate and spread volatility. The Compensation Committee also recognized his work to enhance the Company’s analytics and modeling capabilities in addition to his participation in industry-wide responses to regulatory proposals with a potential to impact the Agency MBS market and our business and operations. Ms. Bell and Messrs. Pollack and Reid each were awarded 125.3% of their target bonus, which reflects a relative weighting of the Corporate Scorecard at 60% and their individual personal performance at 40%. For Ms. Bell, the Compensation Committee considered her leadership in expanding the Company’s business intelligence and data analytics capabilities. The Compensation Committee also recognized her contributions towards improving the Company’s cash and liquidity management systems. For Mr. Pollack, the Compensation Committee considered his leadership in enhancing the Company's compliance policies and procedures in response to new regulations and business initiatives and his participation in industry-wide responses to regulatory and legislative proposals with a potential to impact the Agency MBS market and our business and operations. The Compensation Committee also recognized his continued attention to the Board’s reporting and oversight process and to the provision of legal services to support the Company’s capital markets and business activities. For Mr. Reid, the Compensation Committee considered his leadership in our investor relations efforts, including the development and launch of the Company’s new website and the refinements to our corporate messaging. The Compensation Committee also recognized his leadership in the Company’s capital market activities, including the issuance of over $1.1 billion of accretive common stock through the Company’s at-the-market program.

  62. Equity Incentive Compensation

    Equity Incentive Compensation The Compensation Committee believes that equity incentive compensation is an important component of our NEO compensation package and is critical in attracting, motivating, and retaining outstanding employees. Equity incentive compensation is intended to closely align our NEOs’ and other employees’ interests with our long-term success and promote long-term employee retention. Our long-term incentive program consists of a combination of performance-based RSUs and time-vesting RSUs. Performance-based RSUs are designed to reward the generation of long-term economic returns for our stockholders both on an absolute and relative basis. To establish challenging economic thresholds and motivate long-term performance, the awards vest at the end of a three-year performance period based 50% on our absolute economic return and 50% on our economic return relative to the unweighted average of economic returns of the Agency REIT Peer Group. In establishing vesting criteria for these awards, the Compensation Committee considers historical returns for us and our peers and our forecast. Absolute and relative economic returns are calculated on a cumulative basis over the three-year performance period. Achievement of these goals will be determined in the same manner, including the same peer group, as described above with respect to the short-term incentive awards for such year. For performance between the threshold, target, and outperformance goals, the number of shares vested will be determined through linear interpolation.

  63. Equity Incentive Compensation

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  64. Equity Incentive Compensation

    2023 Long-Term Incentive Awards The 2023 long-term incentive awards made by the Compensation Committee in February 2023 were at each NEO’s target levels as specified in their respective employment agreements and are reflected in the following table:

  65. Equity Incentive Compensation

    | 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 |

  66. Equity Incentive Compensation

    1.Awards vest ratably over a three-year and one-half month period in equal annual installments. 2.Represents grant-date fair value assuming performance achievement at 100% of target. Performance payouts may range from 0% to 200% of target shares based on actual performance. Awards are subject to cliff vesting two years and eleven and one-half months after the grant date, subject to a three-year performance period. 3.Awards were granted on March 1, 2023 based on a $10.59 stock price. The fair value of these awards as of their March 1, 2023 grant date is included in the Summary Compensation Table and Grants of Plan-Based Awards Table. The ultimate value of the RSUs will depend on AGNC’s total stock return over the vesting period, and in the case of the performance-based RSUs, AGNC’s absolute and relative economic return over the three-year performance period. In setting the level of awards to our NEOs, the Compensation Committee considered a number of factors, including the compensation practices at comparable companies, and our ongoing commitment to link NEO compensation to our long-term performance. The Compensation Committee also considered the roles and ongoing responsibilities of each of our NEOs and relevant market data. •Mr. Federico’s long-term incentive target was increased from $4,500,000 to $5,000,000 in 2023 and continued to be allocated, at target, 67% performance-based and 33% time-based. • Mr. Kain’s long-term incentive target was unchanged in 2023 and continued to be $4,200,000, allocated, at target, 67% performance-based and 33% time-based. • Mr. Kuehl’s long-term incentive target was decreased from $2,600,000 to $2,430,000 in 2023, allocated, at target, 50% performance-based and 50% time-based. • Ms. Bell’s long-term incentive target was increased from $1,250,000 to $1,500,000 in 2023, allocated, at target, 50% performance-based and 50% time-based. • Mr. Pollack’s long-term incentive target was increased from $1,000,000 to $1,040,000 in 2023, allocated, at target, 50% performance-based and 50% time-based. • Mr. Reid’s long-term incentive target was $1,040,000 in 2023, allocated, at target, 50% performance-based and 50% time-based. In granting awards in 2023, the Compensation Committee also reviewed the measures used for performance-based RSUs and determined that it was appropriate to retain the measures established in 2022 without adjustment. Although the outlook for financial markets continued to be uncertain at the outset of 2023, the Compensation Committee considered the value of consistency year-over-year in considering adjustments to the scorecard and concluded that these measures remained challenging in the current market environment for awards made in 2023. The table below sets forth the below threshold, threshold, target, and outperformance levels established by the Compensation Committee for performance-based RSU awards made in 2023.

  67. Equity Incentive Compensation

    | 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% |

  68. Equity Incentive Compensation

    1. Relative Three-Year Economic Return calculations reflect the difference between AGNC’s cumulative economic return for the period ending September 30, 2025 and the unweighted average cumulative economic return of the Agency REIT Peer Group over such period.

  69. Equity Incentive Compensation

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  70. Equity Incentive Compensation

    2021 Performance-Based Restricted Stock Unit Awards The three-year performance period for the performance-based RSU awards made to our employees in March 2021 was completed on December 31, 2023. The performance calculations included absolute economic return measured from December 31, 2020 through December 31, 2023 and relative economic return as compared to an Agency mortgage REIT peer group determined at the time of the grant and measured from September 30, 2020 through September 30, 2023. AGNC generated an absolute economic return of -22.1% and relative economic return of +5.5 percentage points of outperformance for the applicable measurement period, resulting in a vesting factor of 66.4% of the target number of shares for the 2021 performance-based RSUs, as validated by the Compensation Committee. Distribution of shares in settlement of these awards occurred on February 15, 2024, provided that the recipient remained employed by the Company on that date. The diagram below includes the performance targets and details the performance calculations for these awards. Additional details regarding these RSUs are provided in the Outstanding Equity Awards table on page 42 of this proxy statement. These measures were established in 2021 based on then anticipated ranges of performance deemed to be appropriately challenging based on the Compensation Committee’s analyses, including back-testing. 1. Reflects AGNC’s performance relative to the unweighted, simple average of the peer group constituents: Anworth Mortgage Asset Corporation (“ANH”), ARR, Capstead Mortgage Corporation (“CMO”), DX, IVR, NLY, and TWO. Under pre-established peer group criteria, if a peer undergoes a merger or acquisition, its economic return is included through the quarter ended just prior to completion of the transaction. As a result of the acquisition of ANH announced in December 2020 (closed in March 2021) and the acquisition of CMO announced in July 2021 (closed in October 2021), ANH has been included through December 31, 2020, and CMO has been included through September 30, 2021. Relative Three-Year Economic Return calculations are based on percentage points. Savings and Health and Welfare Benefits Our executive officers participate in a broad-based 401(k) retirement savings plan generally applicable to all our employees, which includes an opportunity to receive employer matching contributions. We do not currently provide for pension plans, supplemental retirement plans, or deferred compensation plans for our executive officers. We previously provided our executive officers the option to elect to defer payments of long-term incentive awards. In addition, all of our executive officers also participate in medical, dental, vision, disability, life and long-term care insurance, and qualified transportation benefits that are provided generally to all our employees. Perquisites and Other Personal Benefits We do not believe our executive officers should receive special perquisites and benefits and do not currently provide our executive officers with any perquisites or other personal benefits that are not available on a non-discriminatory basis to all employees.

  71. Compensation Decision Process

    Compensation Decision Process Compensation Comparator Group AGNC’s internal management structure, size, and scale relative to other residential mortgage REITs and our Agency mortgage-backed securities investment focus are significant differentiators relative to other potential comparative public companies and have made identifying a peer group for AGNC challenging. As a result, the Compensation Committee has not adopted a policy to benchmark compensation levels against comparative companies.

  72. Compensation Decision Process

    1. The “Resi mREIT Universe” includes AG Mortgage Investment Trust, Inc. (“MITT”), NLY, ARR, Cherry Hill Mortgage Investment Corporation (“CHMI”), Chimera Investment Corporation (“CIM”), DX, Ellington Financial, Inc. (“EFC”), Great Ajax Corp. (“AJX”), IVR, MFA Financial, Inc. (“MFA”), New York Mortgage Trust, Inc. (“NYMT”), ORC, PennyMac Mortgage Investment Trust (“PMT”), Redwood Trust, Inc. (“RWT”), and TWO. Performance Comparator Group The Compensation Committee has determined that a subset of the Resi mREIT Universe, which we refer to as the “Agency REIT Peer Group,” provides a better basis for comparison to evaluate our performance and operations under our Corporate Scorecard and performance-based LTI awards. For purposes of 2023 incentive awards, these REITs were: •Annaly Capital Management, Inc. •ARMOUR Residential REIT, Inc. •Dynex Capital, Inc. •Invesco Mortgage Capital, Inc.

  73. Compensation Decision Process

    •Orchid Island Capital, Inc. •Two Harbors Investment Corp. The Agency REIT Peer Group companies have at least 50% of their capital allocated to portfolios that most closely resemble our own focus on Agency securities. Non-agency REITs in the Resi mREIT Universe have strategies that place a greater emphasis on credit-sensitive assets than our portfolio and those of our Agency REIT Peer Group. As such, these REITs would be expected to achieve divergent returns from our own Agency securities-focused portfolio through various economic cycles and conditions. The Compensation Committee thus determined that our economic returns and stock price relative to tangible book value are appropriately measured against a simple, unweighted average of the Agency REIT Peer Group for purposes of determining our relative performance. Only two of the six REITs in the Agency REIT Peer Group were included in the group of companies for which executive compensation practices were reviewed by the Compensation Committee, Annaly Capital Management, Inc. and Two Harbors Investment Corp. The other four companies included in the Agency REIT Peer Group were excluded from our compensation comparator group because these four REITs either are significantly smaller than AGNC or are externally managed. The Compensation Committee continues to evaluate our peer group construction in response to changes in market conditions and the mortgage REIT sector. The Compensation Committee desires to limit the number of year-over-year changes to this peer group in order to provide meaningful ongoing comparative analyses for its work. The Compensation Committee added Orchid Island Capital, Inc. to the Agency REIT Peer Group in 2022 based on guiding parameters, including a minimum of $500 million in total stockholders’ equity and approximately 50% or greater allocation of capital to Agency residential mortgage-backed securities at the time of inclusion. Role of the Compensation and Corporate Governance Committee Our Compensation Committee, which is comprised solely of independent directors, is responsible for establishing and overseeing our philosophy regarding executive compensation and for making decisions relating to the compensation of our NEOs. The Compensation Committee is also responsible for ensuring that the total compensation offered to our executive officers is fair and competitive and motivates high performance. The terms of any employment agreements with our NEOs and actions on compensation under the employment agreements are also under the primary direction of the Compensation Committee. Decisions that set the compensation of our CEO or Executive Chair are subject to the review and approval of the Company’s independent directors based on the Compensation Committee’s evaluation of goals and objectives. The Compensation Committee periodically reviews the Company’s compensation policies and programs and makes any modifications that the Committee deems necessary or advisable, subject to the terms of such policies or programs. The Compensation Committee annually reviews and approves the Company’s goals and objectives relevant to the compensation of the NEOs and other employees of the Company. Role of Management All compensation decisions related to our executive officers are at the discretion of the Compensation Committee or independent directors of our Board. The Compensation Committee considers the advice and counsel of the CEO when evaluating compensation of the other NEOs given his direct day-to-day working relationship with those executives. Taking this feedback into consideration, the Compensation Committee engages in discussions and either determines the compensation of our NEOs or makes a final recommendation to the Board related to compensation paid to NEOs. Neither our CEO nor our Executive Chair is present or a participant in the portions of meetings of the Compensation Committee or of the Board at which his performance is evaluated and his compensation is deliberated and determined; only independent directors participate in such matters. Role of the Independent Compensation Consultant Under its charter, the Compensation Committee has the authority to select, retain, and terminate compensation consultants. The Compensation Committee has retained FW Cook to provide advice and counsel on executive compensation opportunities and program design and structure. Representatives of FW Cook attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. FW Cook assists the Compensation Committee in its analysis and evaluation of our executive compensation program, practices, and communications and provides the Compensation Committee with market data and analysis of certain comparator companies that hire personnel and executives with similar skills and experience as our executive management team. FW Cook also provides advice with respect to our Corporate Scorecard, our long-term incentive awards, the setting of measures for performance-based incentive compensation, and other work that informs executive compensation decisions. During 2023, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under applicable Nasdaq and SEC rules and concluded FW Cook was independent and had no conflicts of interest. Risk Assessment and Compensation The Compensation Committee regularly monitors the risks and rewards associated with our compensation program. The Compensation Committee established our compensation program with the intent to align our interests with stockholders and prevent unnecessary or excessive risk-taking. We believe that our compensation policies and practices are well-balanced and designed to avoid creating incentives that encourage unnecessary or excessive risks that could potentially have a material adverse effect on the Company. We use variable compensation for all of our NEOs, with a focus on performance-based compensation. We have designed a compensation program with a mix of short- and long-term incentives to ensure management focuses on the long-term impact of short-

  74. Compensation Decision Process

    term decisions and that management’s interests are aligned with stockholders. At least 50% and up to 67% of our NEOs’ long-term incentive awards vest based on performance over a three-year period. Compliance with the risk management framework designed to address excessive risk taking and approved by our Board is an integral part of the strategic and operational objectives of the Corporate Scorecard used for short-term incentive compensation decisions. The Compensation Committee continually assesses our executive compensation programs and has implemented additional policies and practices that we believe have further mitigated compensation driven risk, including the adoption of a clawback policy and executive officer stock ownership guidelines.

  75. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Stock Ownership Guidelines We have adopted stock ownership guidelines for our executive officers establishing share ownership targets based on a multiple of base salary. The minimum objective is 6x for our Executive Chair and our CEO, 4x for our Chief Investment Officer, and 3x for all other executive officers. Until the foregoing ownership requirements are met, each individual is required to retain at least 50% of the shares of common stock received upon vesting of stock-based compensation, net of any shares withheld or sold to pay or reimburse taxes on such income. The retention obligations also apply in the event ownership levels fall below applicable guideline levels due to a decline in stock price. Shares of time-vested RSUs granted under the 2016 Equity Plan (whether vested, unvested, or subject to a deferral election) are included in determining the number of shares held for this purpose, net of anticipated tax withholdings. Shares of unvested performance-based RSUs are not included for this purpose prior to completion of the applicable performance period. As of February 23, 2024, all of our NEOs had complied with their obligations under our stock ownership guidelines. The following table sets forth the total stock ownership of all our NEOs, including beneficially owned, unvested, and deferred shares, as calculated pursuant to our stock ownership guidelines as of February 23, 2024:

  76. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information concerning the compensation of our NEOs earned during our fiscal years ended December 31, 2023, 2022, and 2021. In the column “Salary,” we disclose the amount of base salary paid to the NEO during the fiscal year. See “Base Salary” under “Compensation Program in Detail” above, for a description of the base salaries payable under each NEO’s employment agreement. In the column “Bonus,” we disclose the amount of short-term cash incentive payments earned by the NEO during the fiscal year. See “2023 Corporate Scorecard” for a description of the annual scorecard for calculating the cash component of our incentive compensation awards for 2023 that were paid in 2024, and which are included in the Summary Compensation Table for 2023. In the column “Stock Awards,” we disclose awards of RSUs under the 2016 Equity Plan, which includes both performance-based vesting and time-based vesting awards. The grant date fair value of the performance-based vesting RSU awards assumes performance achievement at 100% of the target amount. Performance payouts may range from 0% to 200% of the target amount based on actual performance achieved. See “Equity Incentive Compensation” under “Compensation Discussion and Analysis,” above. The amounts in the column “All Other Compensation” represent employer matches for employee contributions to our 401(k) plan. The NEOs did not have any perquisites or other personal benefits in excess of the reporting thresholds during the fiscal year.

  77. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards 1 ($) | All Other Compensation ($) | Total ($) | | Peter J. Federico President and Chief Executive Officer2 | 2023 | 900,000 | 6,399,000 | 5,000,000 | 19,800 | 12,318,800 | | | 2022 | 900,000 | 2,228,400 | 4,500,000 | 18,300 | 7,646,700 | | | 2021 | 900,000 | 2,632,500 | 3,400,000 | 17,400 | 6,949,900 | | Gary D. Kain Executive Chair3 | 2023 | 500,000 | 5,119,200 | 4,200,000 | 19,800 | 9,839,000 | | | 2022 | 500,000 | 2,228,400 | 4,200,000 | 18,300 | 6,946,700 | | | 2021 | 700,000 | 4,387,500 | 6,150,000 | 17,400 | 11,254,900 | | Christopher J. Kuehl Executive Vice President and Chief Investment Officer4 | 2023 | 900,000 | 3,496,500 | 2,430,000 | 19,800 | 6,846,300 | | | 2022 | 900,000 | 1,512,000 | 2,600,000 | 18,300 | 5,030,300 | | | 2021 | 900,000 | 1,764,000 | 2,125,000 | 17,400 | 4,806,400 | | Bernice E. Bell Executive Vice President and Chief Financial Officer | 2023 | 750,000 | 2,161,425 | 1,500,000 | 19,800 | 4,431,225 | | | 2022 | 500,000 | 1,001,250 | 1,250,000 | 18,300 | 2,769,550 | | | 2021 | 500,000 | 985,000 | 1,100,000 | 17,400 | 2,602,400 | | Kenneth L. Pollack Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 2023 | 650,000 | 1,628,900 | 1,040,000 | 19,800 | 3,338,700 | | | 2022 | 500,000 | 801,000 | 1,000,000 | 18,300 | 2,319,300 | | | 2021 | 500,000 | 837,250 | 950,000 | 17,400 | 2,304,650 | | Sean P. Reid Executive Vice President, Strategy and Corporate Development | 2023 | 650,000 | 1,628,900 | 1,040,000 | 19,800 | 3,338,700 |

  78. 2023 Summary Compensation Table

    1.The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of each NEO’s awards calculated in accordance with FASB ASC Topic 718, as required by SEC regulations. The fair market value of a stock award is based on the fair market value of our stock on the date of grant with the value of the performance-based RSUs based on the probable outcome of the performance conditions as of the grant date and is set at 100% of the target amount. For fiscal year 2023, the grant date fair value of performance-based RSUs at 100% of the target amount was $3,350,000 for Mr. Federico, $2,814,000 for Mr. Kain, $1,215,000 for Mr. Kuehl, $750,000 for Ms. Bell, and $520,000 for each of Messrs. Pollack and Reid. The grant date fair value of the performance-based RSUs assuming the highest level of performance conditions is met, was $6,700,000 for Mr. Federico, $5,628,000 for Mr. Kain, $2,430,000 for Mr. Kuehl, $1,500,000 for Ms. Bell, and $1,040,000 for each of Messrs. Pollack and Reid. See below in the “Grants of Plan Based Awards in Fiscal Year 2023” table for further details regarding the allocation of grants between time-vesting and performance-based RSUs. 2.Mr. Federico assumed the role of Chief Executive Officer on July 1, 2021. His 2021 compensation reflects blended compensation for his services for six months as our President and Chief Operating Officer and six months as our President and Chief Executive Officer. His total compensation in 2022 reflects full year compensation as our CEO. 3.Mr. Kain transitioned from the role of Chief Executive Officer and Chief Investment Officer to Executive Chair on July 1, 2021. 4.Mr. Kuehl assumed the role of Chief Investment Officer on July 1, 2021. His 2021 compensation reflects blended compensation for his services for six months as our Executive Vice President, Agency Portfolio Investments and six months as our Executive Vice President and Chief Investment Officer. His total compensation in 2022 reflects full year compensation as our CIO.

  79. 2023 Summary Compensation Table

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  80. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 In the following table we provide information about each grant of an award made to an NEO during our fiscal year ended December 31, 2023 under the 2016 Equity Plan. See “Equity Incentive Compensation” in “Compensation Discussion and Analysis” above for a description of the plan and awards. Amounts included in the “Grant date fair value of stock awards” column are valued in accordance with ASC 718 without reduction of any assumed forfeitures.

  81. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Award Type 1 | Grant Date 2 | Estimated Future Payouts Under Equity Incentive Plan Awards 3 | | | All Other Stock Awards: Number of Units | Grant date fair value of stock awards 4 | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Peter J. Federico | | | | | | | | | | Time-Based Vesting RSUs | 3/1/23 | | | | 155,807 | $1,650,000 | | | Performance-Based Vesting RSUs | 3/1/23 | 0 | 316,336 | 632,672 | | $3,350,000 | | Gary D. Kain | | | | | | | | | | Time-Based Vesting RSUs | 3/1/23 | | | | 130,878 | $1,386,000 | | | Performance-Based Vesting RSUs | 3/1/23 | 0 | 265,722 | 531,444 | | $2,814,000 | | Christopher J. Kuehl | | | | | | | | | | Time-Based Vesting RSUs | 3/1/23 | | | | 114,730 | $1,215,000 | | | Performance-Based Vesting RSUs | 3/1/23 | 0 | 114,730 | 229,460 | | $1,215,000 | | Bernice E. Bell | | | | | | | | | | Time-Based Vesting RSUs | 3/1/23 | | | | 70,821 | $750,000 | | | Performance-Based Vesting RSUs | 3/1/23 | 0 | 70,821 | 141,642 | | $750,000 | | Kenneth L. Pollack | | | | | | | | | | Time-Based Vesting RSUs | 3/1/23 | | | | 49,102 | $520,000 | | | Performance-Based Vesting RSUs | 3/1/23 | 0 | 49,102 | 98,204 | | $520,000 | | Sean P Reid | | | | | | | | | | Time-Based Vesting RSUs | 3/1/23 | | | | 49,102 | $520,000 | | | Performance-Based Vesting RSUs | 3/1/23 | 0 | 49,102 | 98,204 | | $520,000 |

  82. Grants of Plan-Based Awards in Fiscal Year 2023

    1.AGNC time-based vesting RSU awards vest ratably over a three-year and one-half month period in three equal annual installments. AGNC performance-based vesting RSU awards are subject to cliff vesting two years and eleven and one-half months after the grant date after a three-year performance period and meeting performance conditions. Awards were granted to each NEO pursuant to the terms of his or her respective employment agreement. 2.The Compensation Committee approved all grants of plan-based awards in fiscal year 2023 at a meeting held on February 17, 2023. 3.Excludes accrued dividend equivalent units. 4.AGNC performance-based vesting RSUs’ grant date fair value assumes performance achievement at 100% of target. Performance payouts may range from 0% to 200% of target based on actual performance achieved.

  83. Grants of Plan-Based Awards in Fiscal Year 2023

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  84. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End In the table below we provide information about stock awards under the 2016 Equity Plan that have not vested and were outstanding as of December 31, 2023, for each NEO.

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Stock awards | | | | | Name | Grant Date | Number of shares or units of stock that have not vested 1 (#) | Market value of shares or units of stock that have not vested 2 ($) | Equity incentive plan awards: number of unearned units that have not vested 1 (#) | Equity incentive plan awards: market or payout value of unearned units 2 ($) | | Peter J. Federico | | | | | | | | 3/1/2021 3 | 33,150 | 325,202 | | | | | 3/1/2021 4 | | | 134,123 | 1,315,747 | | | 3/1/2022 3 | 98,646 | 967,717 | | | | | 3/1/2022 5 | | | 150,208 | 1,473,540 | | | 3/1/2023 3 | 176,635 | 1,732,789 | | | | | 3/1/2023 6 | | | 358,626 | 3,518,121 | | Gary D. Kain | | | | | | | | 3/1/2021 3 | 59,959 | 588,198 | | | | | 3/1/2021 4 | | | 242,597 | 2,379,877 | | | 3/1/2022 3 | 92,071 | 903,217 | | | | | 3/1/2022 5 | | | 140,196 | 1,375,323 | | | 3/1/2023 3 | 148,374 | 1,455,549 | | | | | 3/1/2023 6 | | | 301,244 | 2,955,204 | | Christopher J. Kuehl | | | | | | | | 3/1/2021 3 | 20,705 | 203,116 | | | | | 3/1/2021 4 | | | 83,824 | 822,313 | | | 3/1/2022 3 | 56,999 | 559,160 | | | | | 3/1/2022 5 | | | 86,787 | 851,380 | | | 3/1/2023 3 | 130,067 | 1,275,957 | | | | | 3/1/2023 6 | | | 130,067 | 1,275,957 | | Bernice E. Bell | | | | | | | | 3/1/2021 3 | 16,254 | 159,452 | | | | | 3/1/2021 4 | | | 32,381 | 317,658 | | | 3/1/2022 3 | 27,402 | 268,814 | | | | | 3/1/2022 5 | | | 41,725 | 409,322 | | | 3/1/2023 3 | 80,290 | 787,645 | | | | | 3/1/2023 6 | | | 80,290 | 787,645 | | Kenneth L. Pollack | | | | | | | | 3/1/2021 3 | 14,029 | 137,624 | | | | | 3/1/2021 4 | | | 27,966 | 274,346 | | | 3/1/2022 3 | 21,919 | 215,025 | | | | | 3/1/2022 5 | | | 33,381 | 327,468 | | | 3/1/2023 3 | 55,666 | 546,083 | | | | | 3/1/2023 6 | | | 55,666 | 546,083 | | Sean P. Reid | | | | | | | | 3/1/2021 3 | 8,308 | 81,501 | | | | | 3/1/2021 4 | | | 16,558 | 162,434 | | | 3/1/2022 3 | 19,729 | 193,541 | | | | | 3/1/2022 5 | | | 30,042 | 294,712 | | | 3/1/2023 3 | 55,666 | 546,083 | | | | | 3/1/2023 6 | | | 55,666 | 546,083 |

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    1.Includes accrued dividend equivalent units. 2.Market value computed by multiplying the closing market price of our stock on December 30, 2023, or $9.81, by the number of units.

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

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  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    3.Time-based vesting RSUs vest ratably over a three-year and one-half month period that commenced on the Grant Date with the next vesting date on March 15, 2024. 4.Performance-based vesting RSUs which, subject to meeting the performance conditions calculated over a three-year period, cliff vest two years and eleven and one-half months from the Grant Date. Reflects performance achievement of 66.4% of target. 5.Performance-based vesting RSUs which, subject to meeting the performance conditions calculated over a three-year period, cliff vest two years and eleven and one-half months from the Grant Date. Assumes performance achievement at 50% of target. 6.Performance-based vesting RSUs which, subject to meeting the performance conditions calculated over a three-year period, cliff vest two years and eleven and one-half months from the Grant Date. Assumes performance achievement at 100% of target.

  89. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 The following table provides information about stock awards under the 2016 Equity Plan that vested in 2023 for each NEO:

  90. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Peter J. Federico | 199,505 | 2,145,944 | | Gary D. Kain | 538,669 | 5,933,123 | | Christopher J. Kuehl | 134,332 | 1,452,536 | | Bernice E. Bell | 67,662 | 718,246 | | Kenneth L. Pollack | 59,756 | 635,853 | | Sean P. Reid | 41,062 | 435,898 |

  91. Severance and Change of Control Payments

    | NEO Benefits and Payments upon Termination | Termination by Company Without Cause or Termination by Executive for Good Reason 1 ($) | Termination by Company Without Cause or Termination by Executive for Good Reason, each in connection with a Change in Control 2 ($) | Death or Disability ($) | Voluntary Termination by Executive without Good Reason ($) | | Peter J. Federico | | | | | | Severance Amount | 8,100,000 | 10,800,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 6,399,000 | 6,399,000 | 6,399,000 | — | | Accelerated Equity Awards 4 | 9,333,116 | 9,333,116 | 9,333,116 | — | | Insurance Benefits 5 | 51,840 | 51,840 | 51,840 | — | | TOTAL: | 23,883,956 | 26,583,956 | 15,783,956 | — | | Gary D. Kain | | | | | | Severance Amount | — | — | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 5,119,200 | 5,119,200 | 5,119,200 | 5,119,200 6 | | Accelerated Equity Awards 4 | 9,657,366 | 9,657,366 | 9,657,366 | 9,657,366 6 | | Insurance Benefits 5 | — | — | — | — | | TOTAL: | 14,776,566 | 14,776,566 | 14,776,566 | 14,776,566 | | Christopher J. Kuehl | | | | | | Severance Amount | 5,400,000 | 7,200,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 3,496,500 | 3,496,500 | 3,496,500 | — | | Accelerated Equity Awards 4 | 4,987,885 | 4,987,885 | 4,987,885 | — | | Insurance Benefits 5 | 51,840 | 51,840 | 51,840 | — | | TOTAL: | 13,936,225 | 15,736,225 | 8,536,225 | — | | Bernice E. Bell | | | | | | Severance Amount | 2,475,000 | 3,712,500 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 2,161,425 | 2,161,425 | 2,161,425 | — | | Accelerated Equity Awards 4 | 2,730,535 | 2,730,535 | 2,730,535 | — | | Insurance Benefits 5 | 34,560 | 51,840 | 34,560 | — | | TOTAL: | 7,401,520 | 8,656,300 | 4,926,520 | — | | Kenneth L. Pollack | | | | | | Severance Amount | 1,950,000 | 2,925,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 1,628,900 | 1,628,900 | 1,628,900 | — | | Accelerated Equity Awards 4 | 2,046,631 | 2,046,631 | 2,046,631 | — | | Insurance Benefits 5 | 34,560 | 51,840 | 34,560 | — | | TOTAL: | 5,660,091 | 6,652,371 | 3,710,091 | — | | Sean P. Reid | | | | | | Severance Amount | 1,950,000 | 2,925,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 1,628,900 | 1,628,900 | 1,628,900 | — | | Accelerated Equity Awards 4 | 1,824,356 | 1,824,356 | 1,824,356 | — | | Insurance Benefits 5 | 34,560 | 51,840 | 34,560 | — | | TOTAL: | 5,437,816 | 6,430,096 | 3,487,816 | — |

  92. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we have prepared this pay versus performance disclosure, which serves to further demonstrate the alignment of our executive compensation program with stockholder interests.

  93. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Current CEO1 | Summary Compensation Table Total for Prior CEO1 | Compensation Actually Paid to Current CEO1 | Compensation Actually Paid to Prior CEO1 | Average Summary Compensation Table Total for Non-CEO NEOs2 | Average Compensation Actually Paid to Non-CEO NEOs2 | Total Stock-holder Return3 | Peer Group Total Stock-holder Return3,4 | Net Income ($ in Millions)5 | Relative Annual Economic Return6 | | 2023 | $12,318,800 | N/A | $13,343,838 | N/A | $5,558,785 | $6,145,933 | $89.13 | $79.21 | $155 | 6.4 | | 2022 | $7,646,700 | N/A | $3,653,990 | N/A | $4,266,463 | $1,425,320 | $81.01 | $69.20 | $(1,190) | (2.1) | | 2021 | $6,949,900 | $11,254,900 | $7,745,878 | $15,106,695 | $2,952,885 | $3,317,861 | $103.51 | $91.50 | $749 | 9.9 | | 2020 | N/A | $15,826,500 | N/A | $13,076,972 | $3,623,342 | $3,153,609 | $98.36 | $77.80 | $(266) | 28.8 |

  94. Pay Versus Performance

    1.During 2022 and 2023, our CEO was Peter Federico (“Current CEO”). During 2021, each of Peter Federico and Gary Kain (“Prior CEO”) served as CEO of the Company for a six month period. Compensation totals during 2021 reflect the full-year compensation received by each of Messrs. Kain and Federico and do not reflect pro-rated payment for the period that each individual served as CEO. During 2020, our CEO was Gary Kain. 2.During 2023, our remaining NEOs consisted of Messrs. Kain, Kuehl, Pollack, and Reid and Ms. Bell. During 2022, remaining NEOs included Messrs. Kain, Kuehl and Pollack and Ms. Bell. During 2021, our remaining NEOs consisted of Messrs. Kuehl, Pas, and Pollack and Ms. Bell. During 2020, our remaining NEOs consisted of Messrs. Federico, Kuehl, and Pollack and Ms. Bell. For more details regarding how the amounts in this column are calculated, refer to the “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables immediately below. 3.Total Stockholder Return and Peer Group Total Stockholder Return assumes $100 invested at December 31, 2019. 4.As permitted by SEC rules, the Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the Bloomberg Mortgage REIT Index. 5.Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. 6.The Company has designated “Relative Annual Economic Return” as its Company Selected Measure, as this is the largest financial component of our 2023 Corporate Scorecard and our most important financial measure (that is not otherwise required to be disclosed in this table) used by us to link compensation actually paid to our NEOs to Company performance. Relative Annual Economic Return compares the economic return of AGNC to that of the average of the Agency REIT Peer Group and is calculated based on percentage points. For purposes of AGNC’s Corporate Scorecard, relative annual economic return is calculated on an October 1 - September 30 year, but consistent with the requirements of Regulation S-K, it is calculated for purposes of this table on a calendar year basis. Additional details regarding the calculation of Relative Annual Economic Return and the companies included in the Agency REIT Peer Group for 2023 are included in the discussion of our 2023 Corporate Scorecard on page 29. For 2020, the peer group consisted of ANH, ARR, CMO, DX, IVR, NLY, and TWO. For 2021, the component companies were ARR, CMO, DX, IVR, NLY, and TWO, although CMO was included only through September 30, 2021 as a result of its acquisition. ANH was not included in 2021 as a result of its acquisition. For 2022, the peer group included ARR, DX, IVR, NLY, ORC, and TWO. Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items:

  95. Pay Versus Performance

    | | Year 2023 | | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | Current CEO | Prior CEO | Average for Non-CEO-NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | $(5,000,000) | N/A | $(2,042,000) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | $5,250,910 | N/A | $2,144,458 | | Increase/(Deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $643,902 | N/A | $356,759 | | Increase/(Deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $130,226 | N/A | $127,931 | | Total adjustments | $1,025,038 | N/A | $587,148 |

  96. Pay Versus Performance

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  97. Pay Versus Performance

    | | Year 2022 | | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | Current CEO | Prior CEO | Average for Non-CEO-NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | $(4,500,000) | N/A | $(2,262,500) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | $2,663,407 | N/A | $1,339,108 | | Increase/(Deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $(2,009,058) | N/A | $(1,669,332) | | Increase/(Deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $(147,059) | N/A | $(248,419) | | Total adjustments | $(3,992,710) | N/A | $(2,841,143) | | | Year 2021 | | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | Current CEO | Prior CEO | Average for Non-CEO-NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | $(3,400,000) | $(6,150,000) | $(1,257,500) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | $3,443,197 | $6,228,139 | $1,273,459 | | Increase/(Deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $635,848 | $3,420,757 | $316,660 | | Increase/(Deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $116,933 | $352,899 | $32,357 | | Total adjustments | $795,978 | $3,851,795 | $364,976 | | | Year 2020 | | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | Current CEO | Prior CEO | Average for Non-CEO-NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | N/A | $(8,100,000) | $(1,406,250) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | N/A | $7,117,718 | $1,235,711 | | Increase/(Deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | N/A | $(14,176) | $(19,510) | | Increase/(Deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | N/A | $(1,753,070) | $(279,684) | | Total adjustments | N/A | $(2,749,528) | $(469,733) |

  98. Pay Versus Performance

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  99. Pay Versus Performance

    The following graph illustrates the relationship between compensation actually paid to our NEOs and AGNC’s total stockholder return on a cumulative basis assuming investment of $100 on December 31, 2019: The following graph illustrates the relationship between compensation actually paid to our NEOs and AGNC’s net income on an annual basis:

  100. Pay Versus Performance

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  101. Pay Versus Performance

    The following graph illustrates the relationship between compensation actually paid to our NEOs and AGNC’s economic return relative to the AGNC Peer Group on an annual basis: The relationship between AGNC’s total stockholder return and the total stockholder return of The Bloomberg Mortgage REIT Index on a cumulative basis is shown below:

  102. Pay Versus Performance

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  103. Pay Versus Performance

    Since its adoption in 2016, our current compensation program has linked the compensation of our NEOs to achievement of short- and long-term financial and strategic goals. Our 2023 Corporate Scorecard consists 75% of financial metrics and 25% of strategic and operational objectives. A significant percentage of our NEOs’ compensation is in the form of equity awards that vest over three years, and in 2023, our CEO and our Executive Chair each received 67% of their equity awards in the form of performance-based compensation. For our remaining NEOs, 50% of these awards were performance vesting. In 2023, incentive compensation served as a material element of each NEO’s compensation package and serves to further align compensation to Company performance. The most important financial performance measures utilized by the Compensation Committee to link compensation paid to our NEOs to AGNC’s performance for 2023 were: •Annual Economic Return Relative to the Agency REIT Peer Group •Absolute Annual Economic Return •Price-to-Tangible Book Value Ratio Relative to the Agency REIT Peer Group

  104. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we determined that the 2023 total compensation of Peter Federico, our President and Chief Executive Officer, of $12,318,800 was approximately 38 times the total compensation of a median employee in 2023 of $328,052. We identified the median employee using the annual base salary and expected bonus, as of December 31, 2023, plus any long-term incentive stock awards granted in 2023 for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2023, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis). After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we used for determining the CEO Compensation shown in the Summary Compensation Table.

  105. CEO Compensation Pay Ratio

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  106. CEO Compensation Pay Ratio

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