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DEFA14A
AGNC INVESTMENT CORP. filed this Form DEFA14A on 04/09/2019
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Overview of MTGE PIP Awards ▪ MTGE Investment Corp. was a separate publicly traded REIT externally managed by a subsidiary of AGNC ▪ To align personnel involved in the management of MTGE with its performance, a small portion (i.e., less than 15% of LTI and 6% of total compensation) of long-term awards was comprised of MTGE stock (the “MTGE PIP Awards”) ▪ NEOs had previously elected to defer distribution of 70% of the MTGE PIP Awards ▪ AGNC’s CEO had elected to defer 100% of his awards ▪ Distribution of MTGE PIP Awards to NEOs were deferred for an average of 7.4 years as of 2018 year-end regardless of vesting ▪ After MTGE was acquired by a third party in September 2018, vesting of the MTGE PIP Awards was accelerated ▪ Weighted average remaining vesting period for awards would have been 1-year at 2018 year-end ▪ MTGE PIP Awards deferred by NEOs, including 100% of the MTGE PIP Awards made to our CEO, were exchanged into deferred stock units of AGNC stock and will be paid to NEOs only according to the deferral elections, resulting in alignment with AGNC stockholder interests over the long- term 10



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