AGNC sets $1.3M bonus, $1.5M equity for chair
AGNC Investment Corp. revised Executive Chair Gary Kain’s bonus and equity incentives starting with 2027 performance while keeping salary and severance terms the same.
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Form Type
8-K
Rhea-AI Filing Summary
AGNC Investment Corp. (AGNC) updated the compensation terms in the employment agreement for its Executive Chair, Gary Kain, through a first amendment executed by AGNC Mortgage Management, LLC on September 10, 2026. The amendment sets a target annual cash bonus of $1,300,000 beginning with performance for calendar year 2027, with payout between 0% and 200% of target based on performance criteria established by the Board’s Compensation and Corporate Governance Committee and expected to be paid in the first quarter of the following year.
Starting in 2027, Kain is also entitled, subject to Board approval, to annual long-term incentive awards denominated in AGNC common stock with a fair market value at target of $1,500,000 on the grant date. 67% of these awards will vest based on performance metrics measured over a three-year performance period, with payouts from 0% to 200% of target shares, while the remaining 33% will vest annually over three years. Base salary, severance provisions, and restrictive covenants remain unchanged.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Target annual cash bonus: $1,300,000
Bonus payout range: 0%–200% of target
Annual long-term incentive award value: $1,500,000
+4 more
7 metrics
Target annual cash bonus
$1,300,000
For Gary Kain’s performance in calendar year 2027 and each year thereafter
Bonus payout range
0%–200% of target
Annual cash bonus based on specified performance measures
Annual long-term incentive award value
$1,500,000
Target fair market value in AGNC common stock beginning in 2027
Performance-based vesting portion
67%
Portion of long-term incentive awards tied to three-year performance metrics
Time-based vesting portion
33%
Portion of long-term incentive awards vesting annually over three years
Performance period length
3 years
Measurement period for performance-based vesting of long-term incentive awards
First bonus payment year under amendment
2028
Bonuses for 2027 performance expected to be paid in the first quarter of 2028
Key Terms
long-term incentive awards, fair market value, performance metrics, restrictive covenants
4 terms
long-term incentive awards financial
"commencing in 2027 Mr. Kain is entitled to receive annual long-term incentive awards"
fair market value financial
"awards denominated in shares of common stock of the Company with a fair market value"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
performance metrics financial
"67% of these awards will vest based upon the achievement of specified performance metrics"
Performance metrics are concrete numbers or ratios that show how well a business, product, or investment is doing—like speed, fuel use and mileage on a car’s dashboard. They measure things investors care about, such as sales growth, profitability, cash flow, customer retention or efficiency, so readers can compare progress, spot strengths or problems, and make informed decisions about buying, holding or selling shares.
restrictive covenants regulatory
"remaining operative terms of Mr. Kain’s employment agreement, including base salary ... and restrictive covenants"
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What compensation changes did AGNC (AGNC) make for Executive Chair Gary Kain?
AGNC amended Gary Kain’s employment agreement to provide a target annual cash bonus of $1,300,000 from 2027 onward and annual long-term incentive awards in AGNC common stock with a target fair market value of $1,500,000, with vesting tied to multi-year performance and time-based schedules.
How is Gary Kain’s new annual cash bonus at AGNC structured?
Starting with 2027 performance, Gary Kain’s target annual cash bonus is $1,300,000, with an actual payout range of 0%–200% of target. Bonuses are expected to be paid in the first quarter following the performance year, based on performance measures set by the Compensation Committee.
What long-term incentive awards will Gary Kain receive from AGNC (AGNC)?
Beginning in 2027, subject to Board approval, Gary Kain is entitled to annual long-term incentive awards in AGNC common stock with a target fair market value of $1,500,000. 67% vests on three-year performance metrics with 0%–200% payout, and 33% vests annually over three years.
Which terms of Gary Kain’s employment agreement with AGNC remain unchanged?
The amendment states that Gary Kain’s base salary, payments upon termination or separation of service, and restrictive covenants remain unchanged. Only his annual cash bonus opportunity and long-term equity incentive structure were revised.
When do the revised compensation terms for Gary Kain at AGNC take effect?
The revised compensation terms apply to performance in calendar year 2027 and each year thereafter. Related cash bonuses are expected to be paid in the first quarter of 2028 and in the first quarter of each subsequent year, subject to performance and committee determinations.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 8-K
__________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2026
__________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(301 ) 968-9300
N/A
(Former name or former address, if changed since last report)
__________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||||||||||||
| Common Stock, par value $0.01 per share | AGNC | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCN | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCM | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCO | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCP | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock | AGNCL | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock | AGNCZ | The Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging Growth Company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2026, AGNC Mortgage Management, LLC (“AMM”) entered into a first amendment to Sixth Amended and Restated Employment Agreement (the “Agreement”) with Gary Kain, Executive Chair of AGNC Investment Corp. (the “Company”). The Agreement revises the following terms from Mr. Kain’s employment agreement dated July 18, 2024.
Annual Cash Bonus: Mr. Kain will be eligible to receive an annual cash bonus having a target value of $1,300,000 for performance in calendar year 2027 and for each calendar year thereafter. Payment of this bonus, which may range from 0%-200% of target value, would be expected to be paid in the first quarter of 2028 and each succeeding year based on the achievement of specified annual performance measures set by the Compensation and Corporate Governance Committee of the Board (the “Compensation Committee”).
Annual Long-Term Incentive Award: Subject to requisite approval of the Company’s Board of Directors, commencing in 2027 Mr. Kain is entitled to receive annual long-term incentive awards denominated in shares of common stock of the Company with a fair market value (at target on the date of the grant) of $1,500,000. 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 First Amendment to 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 September 10, 2026, by and between AGNC Mortgage Management, LLC and Gary Kain | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGNC INVESTMENT CORP. | ||||||||
| Dated: September 11, 2026 | By: | /s/ Kenneth Pollack | ||||||
| Kenneth Pollack | ||||||||
| Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||||||||