DEF 14A of AGNC Investment Corp., Mar 7, 2025

DEF 14A of AGNC Investment Corp.

Filed Mar 7, 2025 · FY20240001423689-25-000017

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 21, 2025.

  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. In 2024, independent directors received a cash retainer for service on the Board at the annual rate of $125,000, payable quarterly in advance; the Chairs of our Audit Committee and Compensation Committee each received an additional retainer at an annual rate of $35,000, payable quarterly in advance, and our Vice Chair and Lead Independent Director received an additional annual retainer of $140,000, also payable quarterly in advance. The cash retainer level was increased in 2023 in consultation with FW Cook following the Compensation Committee’s review of market practices at a group of comparable companies and taking into consideration the level of work required of our directors. The Compensation Committee, in consultation with FW Cook, concluded that the cash retainers for independent directors, committee chair positions, and Vice Chair and Lead Independent Director remained reasonable for 2024 in light of the work expected in each role. 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 18, 2024, each of our independent directors serving on the Board at that time received 18,211 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 18, 2025 or the date of the 2025 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.

  6. Director Compensation

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  7. Director Compensation

    The following table sets forth the compensation received by each independent director during 2024:

  8. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) 1 | Total ($) | | Donna J. Blank | 160,000 | 165,000 | 325,000 | | Morris A. Davis | 160,000 | 165,000 | 325,000 | | John D. Fisk | 125,000 | 165,000 | 290,000 | | Andrew A. Johnson, Jr. | 125,000 | 165,000 | 290,000 | | Prue B. Larocca | 265,000 | 165,000 | 430,000 | | Paul E. Mullings | 125,000 | 165,000 | 290,000 | | Frances R. Spark | 125,000 | 165,000 | 290,000 |

  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 18,211 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 $9.06 on April 18, 2024). As of December 31, 2024, in connection with these awards, each independent director had unvested RSUs relating to 20,330 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. Although various types of awards are authorized under the 2016 Equity Plan, the Company has never made awards other than RSUs to any person. 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. Independent directors 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. The Company’s practice is to make annual equity awards in the form of RSUs to all employees one time per year on or about March 1 of each year, which is after the Company’s announcement of its prior year financial results (generally occurring prior to the end of January) and also typically promptly after public filing of the Company’s Annual Report on Form 10-K. Independent directors receive an annual equity award in the form of RSUs on the date of the Company’s Annual Meeting. 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 2026 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 21, 2025. 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, 63 | | | 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 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, 53 | | | 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, 58 | | | 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, 68 | | | 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., 62 | | | 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, 73 | | | 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, 74 | | | 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, 66 | | | 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. KENNETH L. POLLACK, 57

    KENNETH L. POLLACK, 57 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.

  29. KENNETH L. POLLACK, 57

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  30. KENNETH L. POLLACK, 57

    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.

  31. Business Overview

    | 2024 Performance Highlights | | AGNC significantly outperformed our Agency REIT Peer Group1 across relevant metrics in 2024, generating a best-in-class annual economic return of 13.2%, which exceeded the next closest peer by over 1.2 percentage points and materially exceeded the Agency REIT Peer Group average by 7.6 percentage points. AGNC also maintained a substantial price-to-tangible book value premium throughout 2024 both on an absolute basis at 113.4% and relative to the Agency REIT Peer Group average of 95.7%, again placing first in the peer group by over 14.0 percentage points. AGNC generated these favorable results while maintaining the lowest cost operating structure relative to the other Agency REIT Peer Group members.We also executed upon a number of strategic and operational initiatives in 2024 to further enhance our franchise value and operational resiliency. Highlights of our financial performance in 2024 include: •Annual economic return of 13.2%, which was the highest return within our Agency REIT Peer Group and materially exceeded our Agency REIT Peer Group average return of 5.6% •Average Price-to-Tangible Book Value Ratio of 113.4%, which was the highest average within our Agency REIT Peer Group by a wide margin (over 14.0 percentage points)2 •Operating Expenses for 2024 of 1.24% 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 3.57%3 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 2024: •Issued $2.0 billion of common equity through our ATM program at a significant premium to tangible book value, generating significant accretion for our stockholders •Improved accounting closing procedures through use of increased automation •Reduced the “haircut” or discount assessed to our pledged collateral for bilateral repo transactions, further improving our operating efficiency and increasing stockholder returns •Implemented new cash management controls, further enhancing payment security and improving fraud controls •Strengthened data resiliency by implementing immutable backups on AWS Backup with Vault Lock, further protecting against ransomware and enabling fast, reliable recovery •Expanded our external messaging to include market commentary and perspective pieces to increase knowledge and understanding of the Agency MBS markets •Enhanced business continuity planning through development of a response plan across functional areas for key services •Continued to improve our employee engagement efforts through the support of two employee led engagement groups and introduced one-on-one coaching from third-party coaches to enhance skills in a number of areas of personal and professional development In recognition of AGNC’s employee engagement efforts, AGNC was recognized by Fortune as one of the Best Small Workplaces™ in 2024. |

  32. 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 |

  33. ✓ 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

  34. ✓ Engage an independent compensation consultant

    ✓ Engage an independent compensation consultant

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

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

  36. ✗ Reprice stock options

    ✗ Reprice stock options

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

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

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

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  39. 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 and was unchanged from 2023 levels.

  40. Compensation Program Elements

    | NEO | 2023 Target Annual Bonus | 2024 Target Annual Bonus | | Peter J. Federico | $4,500,000 | $4,500,000 | | Gary D. Kain | $3,600,000 | $3,600,000 | | Christopher J. Kuehl | $2,700,000 | $2,700,000 | | Bernice E. Bell | $1,725,000 | $1,725,000 | | Kenneth L. Pollack | $1,300,000 | $1,300,000 | | Sean P. Reid | $1,300,000 | $1,300,000 |

  41. 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 2024 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 2024 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. 2024 Corporate Scorecard The Compensation Committee annually reviews the appropriateness of the Corporate Scorecard and considers feedback from stockholders as part of their deliberations. In conducting its annual review in 2024, the Compensation Committee determined that it was appropriate to retain the 2023 Corporate Scorecard without changes to the weightings or metrics and maintain year-over-year consistency. The weightings among the three financial performance metrics are unchanged relative to 2023, 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 considered the continued alignment of the Corporate Scorecard with the Compensation Committee’s overall compensation philosophy, the Company’s long-term performance and drivers of stockholder return, and relevant feedback from stockholders. As in prior years, the Compensation Committee set the financial measures for the Corporate Scorecard in January 2024 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. The Committee considered the appropriateness of the threshold, target, and outperformance levels for 2024. In determining to maintain the same scorecard measures and weightings used in 2023, the Committee noted that the mortgage markets had experienced significant periods of extreme volatility that have driven financial performance since the onset of the pandemic, and that although 2023 represented a year of relative outperformance compared to peers, the absolute return measure reflected continued underperformance of target expectations, and there was significant uncertainty whether the level of relative performance could be sustained at the time the Compensation Committee set the Corporate Scorecard in January 2024. 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.

  42. Corporate Scorecard for Calculating Annual Bonus

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

  43. 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% |

  44. 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 emphasize our focus on generating strong absolute and relative economic returns and maintaining a favorable common stock 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

  45. Corporate Scorecard for Calculating Annual Bonus

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  46. Corporate Scorecard for Calculating Annual Bonus

    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 2024, our Compensation Committee again 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 common stock price to tangible net book value per share, or “price-to-tangible book ratio,” relative to peers. The Compensation Committee maintained our target relative price-to-tangible book ratio from 2023 at 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.

  47. Corporate Scorecard for Calculating Annual Bonus

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

  48. 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: manage portfolio risk based on the Company’s comprehensive risk management framework and preserve business continuity through operational and cybersecurity risk management •Stockholder Focus and Capital Management: provide detailed and transparent financial disclosure and clear and effective stockholder communications, actively engage with stockholders, and maintain an active stockholder-friendly approach to capital management consistent with broader market considerations •Corporate Responsibility: expand and improve high-quality corporate responsibility practices and continue to incorporate material responsibility factors into AGNC’s strategy, business, and operations Annual 2024 Corporate Scorecard Incentive Compensation Determination Following a review of each of the components of the 2024 Corporate Scorecard, the Compensation Committee calculated a total scorecard payout for 2024 of 159.5% of target. A more detailed discussion regarding each of the elements included in the Corporate Scorecard is provided below.

  49. Corporate Scorecard for Calculating Annual Bonus

    | Component | Component Weight | Component Payout | Weighted Payout | | Financial Metrics | 75% | 174.3% | 130.7% | | Strategic and Operational Objectives | 25% | 115.0% | 28.8% | | Corporate Scorecard Payout | | | 159.5% |

  50. Corporate Scorecard for Calculating Annual Bonus

    2024 Financial Metric Results Based on our 2024 Corporate Scorecard, our 2024 financial metric performance indicated a 174.3% payout for the financial metric component, as significant outperformance compared to our peer group under both relative measures combined with an above target absolute economic return for the year drove a favorable above-plan outcome. AGNC generated a positive absolute annual economic return of 13.2% for the year, above the 10% base target. On a relative annual economic return basis, AGNC significantly outperformed the Agency REIT Peer Group average by 13.4 percentage points, materially exceeding the 10.0 percentage point outperformance level. AGNC posted the highest price-to-tangible book ratio over the measurement period in our peer group by a wide margin, significantly outperforming the Agency REIT Peer Group average by 18.9 percentage points over the measurement period and materially exceeding the 10.0 percentage points outperformance level.

  51. Corporate Scorecard for Calculating Annual Bonus

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  52. Corporate Scorecard for Calculating Annual Bonus

    1. Relative Annual Economic Return and Relative Price-to-Tangible Book Ratio calculations are based on percentage points.

  53. Corporate Scorecard for Calculating Annual Bonus

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  54. Corporate Scorecard for Calculating Annual Bonus

    2024 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 exceeded target expectations for the year in a number of categories, meriting a 115% performance rating on these measures. In reaching these conclusions, the Compensation Committee noted a number of accomplishments, including the following:

  55. 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 ✓ Accelerated accounting closing process through increased automation ✓ Developed single platform for processing repo transactions | | 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 | ✓ Enhanced business continuity planning through tabletop exercise and development of a response plan across functional areas for key services ✓ Strengthened data resiliency by implementing immutable backups on AWS Backup with Vault Lock ✓ Implemented improved cash management fraud controls, which enhance the security of payment and disbursement verification processes ✓ Operated in compliance with risk reporting framework throughout 2024 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 | ✓ Expanded investor relations outreach, new investor targeting, and external messaging strategies through new website and social media channels as well as creation of new investor materials ✓ Refined external messaging, which continues to be highly effective, as evidenced by our significant and sustained common stock price-to-book premium, and which facilitated raising $2.0 billion of accretive common equity through our ATM program during 2024 ✓ Participated in eight investor conferences and five non-deal investor roadshows, held over 150 meetings and calls with institutional investors, and responded to over 400 letters, emails, and calls from retail investors throughout the year | | Corporate Responsibility | ✓ Expand and improve high-quality corporate responsibility practices, and continue to incorporate material responsibility factors into AGNC’s strategy, business, and operations | ✓ Maintained high-quality governance oversight and structure, including compliance with governance, reporting, listing and REIT regulatory requirements ✓ Achieved high levels of stockholder support for all proxy proposals at the 2024 Annual Meeting, demonstrating alignment of our governance, oversight, and management with stockholder interests ✓ Published fourth annual ESG report and disclosures consistent with SASB and TCFD reporting framework ✓ Recognized by Fortune as one of the Best Small Workplaces™ |

  56. Corporate Scorecard for Calculating Annual Bonus

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  57. Corporate Scorecard for Calculating Annual Bonus

    Individual Bonus Decisions The 2024 bonus payments for our NEOs are reflected in the following table:

  58. Corporate Scorecard for Calculating Annual Bonus

    | NEO | Short-Term Incentive Award | Percentage of 2024 Target | | Peter J. Federico | $7,177,500 | 159.5% | | Gary D. Kain | $5,742,000 | 159.5% | | Christopher J. Kuehl | $3,825,900 | 141.7% | | Bernice E. Bell | $2,340,825 | 135.7% | | Kenneth L. Pollack | $1,764,100 | 135.7% | | Sean P. Reid | $1,764,100 | 135.7% |

  59. Corporate Scorecard for Calculating Annual Bonus

    Short-term incentives for Messrs. Kain and Federico in 2024 were based solely on achievement of the Corporate Scorecard measures. Based on the Compensation Committee’s assessment of the 2024 Corporate Scorecard, this resulted in a payout of 159.5% 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 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 2024. Mr. Kuehl was awarded a cash bonus at 141.7% 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 in achieving outstanding economic returns for stockholders on an absolute and relative basis while maintaining the Company’s measured approach to risk management. Ms. Bell and Messrs. Pollack and Reid each were awarded 135.7% 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 implementing automated tools to improve the Company’s quarterly closing procedures and increase efficiency. The Compensation Committee also recognized her contributions in improving controls over cash management systems. For Mr. Pollack, the Compensation Committee considered 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 compliance matters and the support of the legal department in the Company’s capital markets and business activities. For Mr. Reid, the Compensation Committee considered his leadership in our investor relations efforts, including the expansion of our corporate messaging to include additional market commentary designed to further educate our stakeholders on our operations and the MBS markets and to raise interest in Agency MBS more generally. The Compensation Committee also recognized his leadership in the Company’s capital market activities, including the issuance of $2.0 billion of accretive common stock through the Company’s ATM program.

  60. 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 overall market conditions. 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.

  61. Equity Incentive Compensation

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  62. Equity Incentive Compensation

    2024 Long-Term Incentive Awards The 2024 long-term incentive awards made by the Compensation Committee in February 2024 were at each NEO’s target levels as specified in their respective employment agreements and are reflected in the following table:

  63. 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 |

  64. 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, 2024 based on a $9.58 stock price. The fair value of these awards as of their March 1, 2024 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. The fair value of the awards granted to each of our NEOs in March 2024 was unchanged from the fair value of the awards made in 2023. In granting awards in 2024, the Compensation Committee also reviewed the measures used for performance-based RSUs and determined that it was appropriate to retain the measures that were previously established in 2022 without adjustment. The Compensation Committee considered the value of consistency year-over-year in considering changes to the performance measures and concluded that these measures remained challenging in the current market environment for awards made in 2024. 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 2024.

  65. 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% |

  66. 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, 2026 and the unweighted average cumulative economic return of the Agency REIT Peer Group over such period. Relative Three-Year Economic Return calculations are based on percentage points.

  67. Equity Incentive Compensation

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  68. Equity Incentive Compensation

    2022 Performance-Based Restricted Stock Unit Awards The three-year performance period for the performance-based RSU awards made to our employees in March 2022 was completed on December 31, 2024. The performance calculations included absolute economic return measured from December 31, 2021 through December 31, 2024 and relative economic return as compared to the Agency REIT Peer Group and measured from September 30, 2021 through September 30, 2024. AGNC generated an absolute economic return of -19.2% and relative economic return of +6.8 percentage points of outperformance for the applicable measurement period, resulting in a vesting factor of 75.5% of the target number of shares for the 2022 performance-based RSUs, as validated by the Compensation Committee. Distribution of shares in settlement of these awards occurred on or about the first trading day after the February 15, 2025 vesting date, provided that the recipient remained employed by the Company on the vesting 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 43 of this proxy statement. These measures were established in 2022 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 Agency REIT Peer Group. 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.

  69. 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. We are the second largest residential mortgage REIT overall by market capitalization, total assets, and total equity when compared with the 16 other residential-focused mortgage REITs included in The FTSE NAREIT Mortgage REITs Index (FNMR) as of December 31, 2024, and we refer to these other 16 REITs individually as residential mREITs and collectively as the “Resi mREIT Universe.”1 Some of these 16 REITs have an investment focus similar to AGNC, but most of these REITs employ investment

  70. Compensation Decision Process

    1. The “Resi mREIT Universe” includes AG Mortgage Investment Trust, Inc. (“MITT”), Angel Oak Mortgage REIT, Inc. (“AOMR”), NLY, ARR, Cherry Hill Mortgage Investment Corporation (“CHMI”), Chimera Investment Corporation (“CIM”), DX, Ellington Financial, Inc. (“EFC”), IVR, MFA Financial, Inc. (“MFA”), New York Mortgage Trust, Inc. (“NYMT”), ORC, PennyMac Mortgage Investment Trust (“PMT”), Redwood Trust, Inc. (“RWT”), Rithm Capital Corp. (“RITM”), 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 2024 incentive awards, these REITs were: •Annaly Capital Management, Inc. •ARMOUR Residential REIT, Inc. •Dynex Capital, Inc. •Invesco Mortgage Capital, Inc. •Orchid Island Capital, Inc. •Two Harbors Investment Corp.

  71. Compensation Decision Process

    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 performance peer group construction in response to changes in market conditions and the mortgage REIT sector and has historically evaluated potential performance peer group adjustments 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. 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. 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 2024, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under applicable Nasdaq listing standards and concluded FW Cook had no conflicts of interest that would cloud the independence of its advice. 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-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 our risk management and reporting framework, which is designed to address excessive risk taking, 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

  72. 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 21, 2025, 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 21, 2025:

  73. Other Compensation Policies and Practices

    1.Includes 517,920 shares held in a family trust over which shares Mr. Kain has voting and dispositive power. 2.Share amounts are net of anticipated tax withholdings. 3.Deferred shares are vested and non-forfeitable, subject to AGNC’s clawback policy. Anti-Hedging and Pledging Policy Our Board has adopted a policy prohibiting our employees (including our executive officers) and directors from any hedging, pledging, or entering into margin loans with respect to any shares of our common stock or from engaging in short sales of our common stock or entering into any other transaction or derivative agreement where he or she would earn a profit or offset losses due to a decline of our stock price. By way of example, transactions prohibited under the policy may include options, short sales, puts, calls, or derivative actions such as forwards, futures, or swaps. Clawback Policy In October 2023, the Company adopted a new clawback policy to comply with the SEC requirements and Nasdaq listing standards, superseding the Company’s pre-existing policy. The policy applies to performance-based compensation received (as such term is defined in the policy) after October 2, 2023. The clawback policy provides for the recovery of certain performance-based compensation in the event of any accounting restatement by the Company due to material noncompliance with any financial reporting requirement under U.S. federal securities laws. Under this policy, the Company must seek to recover the portion of performance-based compensation paid to our current or former executive officers that would not have been earned had the Company’s restated financial statements been used in the determination of the amount of performance-based compensation originally awarded. This policy includes a three-year look back period. Employment Agreements The Company has entered into employment agreements with each of our NEOs. The Compensation Committee has consulted with FW Cook on each of the agreements and believes that they provide appropriate and balanced incentives toward achieving the annual and long-term strategic objectives set by the Compensation Committee and create a stronger alignment of interests between our executives and our stockholders. The Compensation Committee reviews the compensation of our executive officers on an annual basis and will make adjustments when warranted by personal performance, internal and external pay equity, and other considerations. The employment agreements for each NEO include certain severance payments and benefits if a NEO that is party to an employment agreement is terminated by the Company, including without “cause” or by the NEO for “good reason,” as each term is defined in each respective employment agreement and were the result of arms-length negotiations with these NEOs. The severance provisions included in the employment agreements related to a change of control include a “double trigger” requirement, which we determined was appropriate and in the best interest of our stockholders. See “Severance and Change of Control Payments” on page 44. The employment agreements w

  74. Other Compensation Policies and Practices

    ith these NEOs also include covenants related to post-employment obligations in areas such as competition with us, solicitation of our employees, and the confidentiality of certain information. Retirement Vesting Policy The Company has adopted a retirement vesting policy to provide all employees of the Company commencing January 1, 2026 with vesting of certain incentive compensation awards upon their qualifying retirement. To be eligible, an employee must have (i) attained a minimum age of 55 and the sum of the employee’s age and years of continuous service must be equal to or greater than 70 with a minimum service of at least three years, (ii) attained the minimum age of 65 with a minimum service of at least three years, or (iii) completed at least 20 years of continuous service. At their retirement date, eligible employees would vest in stock-based awards granted in the years preceding their retirement, and awards granted during the year of retirement would be reduced on a pro-rata basis reflecting the portion of the year they remained employed by the Company. Time-based awards would fully vest at the time of retirement, and performance-based awards would continue to vest according to the terms of the awards as if the employee had remained with the Company throughout the applicable vesting period. Eligible employees would also be entitled to receive a pro-rata portion of their short-term incentive compensation for the year of their retirement based on the Company’s actual year-end performance. The Compensation Committee believes that this policy creates a strong retention incentive by rewarding long-tenured employees, helps facilitate orderly succession, is consistent with the practices of a number of other companies, and provides an important recruitment incentive for future executives.

  75. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information concerning the compensation of our NEOs earned during our fiscal years ended December 31, 2024, 2023, and 2022. 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 “2024 Corporate Scorecard” for a description of the annual scorecard for calculating the cash component of our incentive compensation awards for 2024 that were paid in 2025, and which are included in the Summary Compensation Table for 2024. 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.

  76. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards 1 ($) | All Other Compensation ($) | Total ($) | | Peter J. Federico President and Chief Executive Officer | 2024 | 900,000 | 7,177,500 | 5,000,000 | 20,700 | 13,098,200 | | | 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 | | Gary D. Kain Executive Chair | 2024 | 500,000 | 5,742,000 | 4,200,000 | 20,700 | 10,462,700 | | | 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 | | Christopher J. Kuehl Executive Vice President and Chief Investment Officer | 2024 | 900,000 | 3,825,900 | 2,430,000 | 20,700 | 7,176,600 | | | 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 | | Bernice E. Bell Executive Vice President and Chief Financial Officer | 2023 | 750,000 | 2,340,825 | 1,500,000 | 20,700 | 4,611,525 | | | 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 | | Kenneth L. Pollack Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | 2024 | 650,000 | 1,764,100 | 1,040,000 | 20,700 | 3,474,800 | | | 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 | | Sean P. Reid Executive Vice President, Strategy and Corporate Development | 2024 | 650,000 | 1,764,100 | 1,040,000 | 20,700 | 3,474,800 | | | 2023 | 650,000 | 1,628,900 | 1,040,000 | 19,800 | 3,338,700 | | | 2022 | — | — | — | — | — |

  77. 2024 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 2024, 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 2024” table for further details regarding the allocation of grants between time-vesting and performance-based RSUs.

  78. 2024 Summary Compensation Table

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  79. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 In the following table we provide information about each grant of an award made to an NEO during our fiscal year ended December 31, 2024 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.

  80. Grants of Plan-Based Awards in Fiscal Year 2024

    | 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 | 3/1/24 | | | | 172,233 | $1,650,000 | | | Performance-Based Vesting RSUs | 3/1/24 | 0 | 349,686 | 699,372 | | $3,350,000 | | Gary D. Kain | | | | | | | | | | Time-Based Vesting RSUs | 3/1/24 | | | | 144,676 | $1,386,000 | | | Performance-Based Vesting RSUs | 3/1/24 | 0 | 293,736 | 587,472 | | $2,814,000 | | Christopher J. Kuehl | | | | | | | | | | Time-Based Vesting RSUs | 3/1/24 | | | | 126,826 | $1,215,000 | | | Performance-Based Vesting RSUs | 3/1/24 | 0 | 126,826 | 253,652 | | $1,215,000 | | Bernice E. Bell | | | | | | | | | | Time-Based Vesting RSUs | 3/1/24 | | | | 78,288 | $750,000 | | | Performance-Based Vesting RSUs | 3/1/24 | 0 | 78,288 | 156,576 | | $750,000 | | Kenneth L. Pollack | | | | | | | | | | Time-Based Vesting RSUs | 3/1/24 | | | | 54,279 | $520,000 | | | Performance-Based Vesting RSUs | 3/1/24 | 0 | 54,279 | 108,558 | | $520,000 | | Sean P. Reid | | | | | | | | | | Time-Based Vesting RSUs | 3/1/24 | | | | 54,279 | $520,000 | | | Performance-Based Vesting RSUs | 3/1/24 | 0 | 54,279 | 108,558 | | $520,000 |

  81. Grants of Plan-Based Awards in Fiscal Year 2024

    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 2024 at a meeting held on February 22, 2024. 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.

  82. Grants of Plan-Based Awards in Fiscal Year 2024

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  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024, for each NEO.

  84. Outstanding Equity Awards at 2024 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 | | | | | | | | 3/1/2022 3 | 57,136 | 526,223 | | | | | 3/1/2022 4 | | | 262,742 | 2,419,854 | | | 3/1/2023 3 | 136,409 | 1,256,327 | | | | | 3/1/2023 5 | | | 477,746 | 4,400,041 | | | 3/1/2024 3 | 194,630 | 1,792,542 | | | | | 3/1/2024 6 | | | 395,162 | 3,639,442 | | Gary D. Kain | | | | | | | | 3/1/2022 3 | 53,324 | 491,114 | | | | | 3/1/2022 4 | | | 245,228 | 2,258,550 | | | 3/1/2023 3 | 114,583 | 1,055,309 | | | | | 3/1/2023 5 | | | 401,304 | 3,696,010 | | | 3/1/2024 3 | 163,491 | 1,505,752 | | | | | 3/1/2024 6 | | | 331,936 | 3,057,131 | | Christopher J. Kuehl | | | | | | | | 3/1/2022 3 | 33,008 | 304,004 | | | | | 3/1/2022 4 | | | 151,806 | 1,398,133 | | | 3/1/2023 3 | 100,446 | 925,108 | | | | | 3/1/2023 5 | | | 173,267 | 1,595,789 | | | 3/1/2024 3 | 143,319 | 1,319,968 | | | | | 3/1/2024 6 | | | 143,319 | 1,319,968 | | Bernice E. Bell | | | | | | | | 3/1/2022 3 | 15,868 | 146,144 | | | | | 3/1/2022 4 | | | 72,985 | 672,192 | | | 3/1/2023 3 | 62,004 | 571,057 | | | | | 3/1/2023 5 | | | 106,959 | 985,092 | | | 3/1/2024 3 | 88,470 | 814,809 | | | | | 3/1/2024 6 | | | 88,470 | 814,809 | | Kenneth L. Pollack | | | | | | | | 3/1/2022 3 | 12,696 | 116,930 | | | | | 3/1/2022 4 | | | 58,387 | 537,744 | | | 3/1/2023 3 | 42,987 | 395,910 | | | | | 3/1/2023 5 | | | 74,157 | 682,986 | | | 3/1/2024 3 | 61,338 | 564,923 | | | | | 3/1/2024 6 | | | 61,338 | 564,923 | | Sean P. Reid | | | | | | | | 3/1/2022 3 | 11,420 | 105,178 | | | | | 3/1/2022 4 | | | 52,550 | 483,986 | | | 3/1/2023 3 | 42,987 | 395,910 | | | | | 3/1/2023 5 | | | 74,157 | 682,986 | | | 3/1/2024 3 | 61,338 | 564,923 | | | | | 3/1/2024 6 | | | 61,338 | 564,923 |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    1.Includes accrued dividend equivalent units. 2.Market value computed by multiplying the closing market price of our stock on December 31, 2024, or $9.21, by the number of units.

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    | AGNC INVESTMENT CORP. - Proxy Statement | 43 |

  87. Outstanding Equity Awards at 2024 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, 2025. 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 75.5% 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. Reflects assumed performance achievement at 115% 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. Reflects assumed performance achievement at 100% of target.

  88. Option Exercises and Stock Vested for Fiscal Year 2024

    Option Exercises and Stock Vested for Fiscal Year 2024 The following table provides information about stock awards under the 2016 Equity Plan that vested in 2024 for each NEO:

  89. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Peter J. Federico | 280,723 | 2,693,855 | | Gary D. Kain | 405,035 | 3,883,289 | | Christopher J. Kuehl | 179,777 | 1,725,310 | | Bernice E. Bell | 90,939 | 873,447 | | Kenneth L. Pollack | 72,960 | 700,622 | | Sean P. Reid | 54,426 | 522,949 |

  90. 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 | 7,177,500 | 7,177,500 | 7,177,500 | — | | Accelerated Equity Awards 4 | 14,034,428 | 14,034,428 | 14,034,428 | — | | Insurance Benefits 5 | 52,236 | 52,236 | 52,236 | — | | TOTAL: | 29,364,164 | 32,064,164 | 21,264,164 | — | | Gary D. Kain | | | | | | Severance Amount | — | — | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 5,742,000 | 5,742,000 | 5,742,000 | 5,742,000 6 | | Accelerated Equity Awards 4 | 12,063,866 | 12,063,866 | 12,063,866 | 12,063,866 6 | | Insurance Benefits 5 | — | — | — | — | | TOTAL: | 17,805,866 | 17,805,866 | 17,805,866 | 17,805,866 | | Christopher J. Kuehl | | | | | | Severance Amount | 5,400,000 | 7,200,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 3,825,900 | 3,825,900 | 3,825,900 | — | | Accelerated Equity Awards 4 | 6,862,970 | 6,862,970 | 6,862,970 | — | | Insurance Benefits 5 | 52,236 | 52,236 | 52,236 | — | | TOTAL: | 16,141,106 | 17,941,106 | 10,741,106 | — | | Bernice E. Bell | | | | | | Severance Amount | 2,475,000 | 3,712,500 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 2,340,825 | 2,340,825 | 2,340,825 | — | | Accelerated Equity Awards 4 | 4,004,103 | 4,004,103 | 4,004,103 | — | | Insurance Benefits 5 | 34,824 | 52,236 | 34,824 | — | | TOTAL: | 8,854,752 | 10,109,664 | 6,379,752 | — | | Kenneth L. Pollack | | | | | | Severance Amount | 1,950,000 | 2,925,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 1,764,100 | 1,764,100 | 1,764,100 | — | | Accelerated Equity Awards 4 | 2,863,417 | 2,863,417 | 2,863,417 | — | | Insurance Benefits 5 | 34,824 | 52,236 | 34,824 | — | | TOTAL: | 6,612,341 | 7,604,753 | 4,662,341 | — | | Sean P. Reid | | | | | | Severance Amount | 1,950,000 | 2,925,000 | — | — | | Base Salary | — | — | — | — | | Cash Bonus 3 | 1,764,100 | 1,764,100 | 1,764,100 | — | | Accelerated Equity Awards 4 | 2,797,906 | 2,797,906 | 2,797,906 | — | | Insurance Benefits 5 | 34,824 | 52,236 | 34,824 | — | | TOTAL: | 6,546,830 | 7,539,242 | 4,596,830 | — |

  91. 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.

  92. 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 | | 2024 | $13,098,200 | N/A | $15,493,368 | N/A | $5,840,085 | $6,808,308 | $97.05 | $79.80 | $863 | 7.6 | | 2023 | $12,318,800 | N/A | $13,343,838 | N/A | $5,558,785 | $6,145,933 | $89.13 | $79.52 | $155 | 6.4 | | 2022 | $7,646,700 | N/A | $3,653,990 | N/A | $4,266,463 | $1,425,320 | $81.01 | $68.94 | $(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 | $93.93 | $749 | 9.9 | | 2020 | N/A | $15,826,500 | N/A | $13,076,972 | $3,623,342 | $3,153,609 | $98.36 | $81.23 | $(266) | 28.8 |

  93. Pay Versus Performance

    1.Peter Federico (“Current CEO”) served as out CEO throughout 2022, 2023, and 2024. 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 and 2024, 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 FTSE NAREIT Mortgage REITs 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 2024 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 2024 are included in the discussion of our 2024 Corporate Scorecard on page 30. 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, 2023 and 2024, 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:

  94. Pay Versus Performance

    | | Year 2024 | | | | 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 | $5,431,984 | N/A | $2,218,426 | | 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 | $1,978,383 | N/A | $800,694 | | Increase/(Deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $(15,199) | N/A | $(8,896) | | Total adjustments | $2,395,168 | N/A | $968,224 |

  95. Pay Versus Performance

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  96. 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 | | | 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) |

  97. Pay Versus Performance

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  98. 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:

  99. Pay Versus Performance

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  100. Pay Versus Performance

    The following graph illustrates the relationship between compensation actually paid to our NEOs and AGNC’s economic return relative to the Agency REIT Peer Group on an annual basis: The relationship between AGNC’s total stockholder return and the total stockholder return of the FTSE NAREIT Mortgage REITs Index1 on a cumulative basis is shown below: 1.In February 2024, Bloomberg suspended its publication of the Bloomberg Mortgage REIT Index, which the Company had historically used as its comparative index. Commencing with our Annual Report on Form 10-K for the year ended December 31, 2024, the Company began using the FTSE NAREIT Mortgage REITs Index.

  101. Pay Versus Performance

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  102. 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 2024 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 2024, 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 2024, 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 2024 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

  103. 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 2024 total compensation of Peter Federico, our President and Chief Executive Officer, of $13,098,200 was approximately 37 times the total compensation of a median employee in 2024 of $358,750. We identified the median employee using the annual base salary and expected bonus, as of December 31, 2024, plus any long-term incentive stock awards granted in 2024 for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2024, 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.

  104. CEO Compensation Pay Ratio

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  105. CEO Compensation Pay Ratio

    | INFORMATION REGARDING COMPANY VOTING SECURITIES |