AGNC Investment Corp.

07/19/2024 | Press release | Distributed by Public on 07/19/2024 14:06

Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 18, 2024, AGNC Mortgage Management, LLC ("AMM") entered into an amended and restated employment agreement (the "Agreement") with Gary Kain, Executive Chair of AGNC Investment Corp. (the "Company"). The Agreement, which will become effective on January 1, 2025, revises the following terms from Mr. Kain's prior employment agreement dated December 10, 2020.
Term: An initial term of 12 months, beginning on January 1, 2025 and ending on December 31, 2025, which automatically renews for successive one-year terms beginning on January 1, 2026 and on each anniversary thereafter unless Mr. Kain or the Board of Directors of the Company (the "Board") provide written notice to the other party at least 90 days prior to any such renewal that the employment period will not be extended.
Annual Cash Bonus: Mr. Kain will be eligible to receive an annual cash bonus having a target value of $1,800,000 for 2025 and for each calendar year thereafter. Payment of this bonus will be based on the achievement of specified annual performance measures set by the Compensation and Corporate Governance Committee of the Board (the "Compensation Committee") and may range from 0%-200% of target value.
Annual Long-Term Incentive Award: Subject to approval by the Board, Mr. Kain is entitled to receive annual long-term incentive awards with respect to shares of common stock of the Company with a fair market value (at target on the date of the grant) of $2,100,000. 67% of these awards will vest based upon the achievement of specified performance metrics determined by the Compensation Committee measured over a three-year performance period, and payout of these awards may range from 0% to 200% of the target shares based on actual performance. The remaining 33% of such awards will vest annually over a three-year period.
The remaining operative terms of Mr. Kain's employment agreement, including base salary, payments upon a termination or separation of service, and restrictive covenants, are unchanged.
The description above is qualified in its entirety by reference to Mr. Kain's Sixth Amended and Restated Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
(d) Exhibits.
Exhibit No. Description
10.1
Employment Agreement, dated July 18, 2024, by and between AGNC Mortgage Management, LLC and Gary Kain
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).