8-KAccepted Sep 11, 4:04 PM ET
AGNC Investment Corp. Revises Executive Chair Gary Kain's Compensation
Accepted (ET)
4:04 PM
Sep 11, 2026
Filed
Sep 11, 2026
Documents
14
Size
1.9 MB
Summary
AGNC Investment Corp. Revises Executive Chair Gary Kain's Compensation
What Happened AGNC Investment Corp. (filed 8-K on Sep 11, 2026) announced that AGNC Mortgage Management, LLC entered into a First Amendment to the Sixth Amended and Restated Employment Agreement with Executive Chair Gary Kain effective Sep 10, 2026. The amendment updates Mr. Kain’s incentive pay structure, including an annual cash bonus target and an annual long-term incentive award in shares of the Company beginning in 2027. Other operative terms of his employment agreement (base salary, termination payments, restrictive covenants) remain unchanged.
Key Details
- Annual cash bonus: target value of $1,300,000 for 2027 and each year thereafter; payout may range 0%–200% of target and is expected to be paid in Q1 of the following year (e.g., Q1 2028 for 2027 performance).
- Annual long-term incentive (LTIP): commencing 2027, eligible for awards in common stock with target fair market value $1,500,000 (subject to Board approval).
- 67% of the LTIP is performance-based over a three-year period, payout 0%–200% of target shares based on actual performance.
- 33% vests annually over three years (time-based).
- Amendment entered by AGNC Mortgage Management, LLC on Sep 10, 2026; full amendment filed as Exhibit 10.1 to the 8-K.
Why It Matters This amendment clarifies and sets Mr. Kain’s incentive opportunities going forward — increasing the explicit target values for both annual cash and equity incentives starting in 2027. For investors, the changes matter because (1) higher or enhanced incentive targets can increase executive alignment with company performance, (2) the equity-based LTIP could lead to additional share awards (and potential dilution) if granted and vested, and (3) the performance-based structure (0%–200% payout ranges) means actual payouts will vary materially with realized results. The amendment does not change base pay, severance/termination benefits, or restrictive covenants.