SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AGNC Investment Corp.

(Name of Registrant as Specified in its Charter)

AGNC INVESTMENT CORP.

NOTICE OF 2021 ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON APRIL 22, 2021

BY ORDER OF THE BOARD OF

DIRECTORS,

Kenneth L. Pollack

Senior Vice President and Secretary

AGNC INVESTMENT CORP. AT A GLANCE

PROXY SUMMARY

Items to Be Voted

How to Vote Your Shares

Your vote is important, and we urge you to cast your vote as soon as possible. You may vote through the internet, by telephone, by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee), or online during the virtual 2021 Annual Meeting (the “Annual Meeting”). See “Questions and Answers About the 2021 Annual Meeting and Voting” on page 87 of this proxy statement for additional information regarding voting.

How to Participate in the Meeting

Due to the ongoing COVID-19 pandemic (“Covid-19” or the Pandemic”), our Annual Meeting will be held in a virtual format only to support the health of our stockholders, employees, and community. There will be no physical location for the Annual Meeting, and you will not be able to attend in person. As described in additional detail in this proxy summary and in the “Questions and Answers About the 2021 Annual Meeting and Voting” section beginning on page 87, we believe we are taking meaningful steps to facilitate the attendance and participation of our stockholders at the Annual Meeting, including by providing support for technical assistance during the meeting, allowing stockholders to submit questions in advance of the meeting, and addressing as many stockholder questions at the meeting as time allows. Eligible stockholders may attend the meeting virtually by visiting www.virtualshareholdermeeting.com/AGNC2021 and logging in using the 16-digit control number printed on your notice, proxy card, voting instruction form, or in the email sending you the proxy statement.

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AGNC INVESTMENT CORP. AT A GLANCE

AGNC INVESTMENT CORP. AT A GLANCE

AGNC Investment Corp. (“AGNC,” the “Company,” “we,” “our,” and “us”) is a leading provider of private capital to the U.S. housing market, enhancing liquidity in the residential real estate mortgage markets and, in turn, facilitating home ownership in the U.S. We are an internally managed real estate investment trust (“REIT”) that invests primarily in residential mortgage-backed securities for which the principal and interest payments are guaranteed by a U.S. Government-sponsored enterprise (“GSE”) or a U.S. Government agency (referred to as “Agency” securities). We also invest in other types of mortgage and mortgage-related residential and commercial mortgage-backed securities where repayment of principal and interest is not guaranteed by a GSE or other U.S. Government agency and in other investments in, or related to, the housing, mortgage, or real estate markets.

Industry-Leading Performance

AGNC combines a track-record of strong financial performance with the lowest operating cost structure in the residential mortgage REIT industry. Since our initial public offering (“IPO”), we have outperformed our residential mortgage REIT peers and the broader market through our active portfolio management strategy. This active portfolio management strategy has three critical components: prudent asset selection, dynamic funding and liability management, and disciplined risk management. In addition, our low-cost operating structure—the lowest among residential mortgage REITs as a percentage of stockholders’ equity—provides an inherent benefit to our performance relative to our higher cost peers.

While 2020 was a challenging year for us, our employees, and our community, we believe that 2020 demonstrated the long-term value of our active portfolio management and commitment to disciplined risk management. In response to the Pandemic and resulting market disruptions and volatility, we took early action to strengthen our liquidity position and mitigate risk across our portfolio. As a result, the Company was not forced

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AGNC INVESTMENT CORP. AT A GLANCE

to sell assets and recognize losses during this period of severe volatility unlike many other market participants, and AGNC rebounded from a negative 20.2% first quarter economic return to produce a positive economic return of 3.5% for the year. AGNC also took early steps in advance of government mandates to implement protocols to protect the continuity of our operations and the health and safety of our employees. As a result of our business continuity preparations and swift action, the Company seamlessly transitioned to a fully remote operating environment in March 2020. We continue to operate in a remote environment while maintaining meaningful ongoing engagement with our employees through regular townhall style virtual meetings and ongoing outreach.

From our May 2008 IPO through December 31, 2020, AGNC has declared $10.4 billion in common stock dividends, or $42.88 per common share, and has generated an annualized total stock return of 13.5%, compared to 5.0% for the Bloomberg Mortgage REIT Index, 4.7% for the S&P 500 Financials Index, and 10.4% for the S&P 500 Index.

Qualified Leadership

The AGNC management team is led by Gary Kain, our Chief Executive Officer and Chief Investment Officer, and Peter Federico, our President and Chief Operating Officer, and includes a broad mix of mortgage investment experts and industry thought leaders. This management team has a strong track record of success, as reflected in our outperformance since our IPO. Additionally, we recognize the importance of strong independent leadership on our Board of Directors (the “Board”) and believe that separating the positions of Chair and CEO is the best corporate governance leadership structure for us at this time. Prue Larocca, an independent director, serves as our Board Chair.

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AGNC INVESTMENT CORP. AT A GLANCE

AGNC’s Board is currently comprised of seven members, including six independent directors, whose diverse range of experience and backgrounds makes them highly qualified to oversee our strategy, operations, and risk management. We evaluate our Board’s backgrounds, skill sets, experience, and diversity on an ongoing basis, including as part of our annual evaluation process, to ensure they align with the Company’s go-forward strategy.

Director Nominees

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AGNC INVESTMENT CORP. AT A GLANCE

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AGNC INVESTMENT CORP. AT A GLANCE

Strong Stockholder Focus

Our internal management structure provides us a differentiated platform that is closely aligned with stockholder interests. We stand out among mortgage REITs for our transparency, focus on financial disclosure, and our high-quality governance and compensation practices.

Stockholder Engagement

Consistent with our focus on and commitment to our stockholders, we actively engage with and value the opinions of our stockholders, which have influenced the evolution of our compensation program, corporate governance practices, and the publication in 2021 of our inaugural ESG report. We value regular engagement with our stockholders, including through our quarterly earnings calls, investor conferences, fall and spring engagement campaigns, and outreach through our Investor Relations department. We continued our robust outreach program in 2020 in spite of the limitations imposed by the Pandemic. Throughout the year, we held over 140 meetings and calls with institutional investors and responded to over 550 letters, emails, and calls from retail investors.

We discussed with our investors our response to the Pandemic from both an operations and investment perspective. Our Board was also focused on investor feedback regarding sustainability and human capital management and our disclosures on these topics. During our Fall 2020 stockholder outreach efforts, investors generally expressed support for our response to the Pandemic. We also discussed our plans for reporting on environmental and social issues and the materiality of such issues in the context of our Agency MBS-focused investment portfolio and small employee base. Investors with whom we spoke in Fall 2020 generally expressed support for the direction of our ESG efforts as well as our executive compensation program.

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AGNC INVESTMENT CORP. AT A GLANCE

Executive Compensation Program Overview and Evolution

Philosophy and Structure

Following our internalization in July 2016 (the “Internalization”), our Compensation and Corporate Governance Committee (the “Compensation Committee”) implemented a compensation program that links pay with performance, aligns executive objectives and incentives with our stockholders’ interests, and promotes operating efficiency. In addition, we believe our compensation program is competitive given AGNC’s size, scale, business and management structure, promotes retention of our employees, and is well governed and transparent.

We compensate our named executive officers (“NEOs”) through a combination of base salary, short-term incentives in the form of an annual cash bonus, and long-term equity incentives in the form of performance-based restricted stock units (“RSUs”) and time-based RSUs. Since our Internalization, the composition of our NEOs’ total target compensation has shifted significantly towards a greater emphasis on performance-based compensation and long-term equity. In 2020, 87% of our NEOs’ average target compensation was incentive-based, compared to 86% in 2019 and 82% in 2018.

Compensation Changes and Program Enhancements

As part of its ongoing evaluation of our compensation practices and in response to feedback we heard from stockholders during our outreach efforts since the Internalization, the Compensation Committee has made a number of meaningful changes to our compensation program and the corporate scorecard used to evaluate performance. Those changes included adjusting our CEO’s pay mix so that a majority of his compensation is in the form of long-term equity awards and two-thirds of his equity awards vest based on performance, simplifying the annual corporate scorecard to increase reliance on financial performance and better align to our value proposition to our investors, and improving disclosure to provide greater context for our compensation programs. In 2020, the Compensation Committee continued to develop our executive compensation program consistent with the input received from investors over time. Enhancements in 2020 included the following:

Leadership Succession

In December 2020 we announced that Gary Kain, the Company’s Chief Executive Officer and Chief Investment Officer, will transition to the role of Executive Chairman of the Board effective July 1, 2021. Pursuant to AGNC’s management’s succession plan, Peter Federico, who currently serves as President and Chief Operating Officer, will assume the role of Chief Executive Officer and Christopher Kuehl, currently serving as Executive Vice President, Agency Portfolio Investments, will succeed Mr. Kain as Chief Investment Officer. In light of each of their new roles and responsibilities, the Company entered into revised employment agreements with each of these executives. A summary of the revised compensation arrangements for each executive is provided on page 66 of this proxy statement. The Board expects that Prue Larocca, currently Chair of the Board and Lead Independent Director, will continue in her role as the Board’s Lead Independent Director and will also become Vice Chair of the Board in July. The Company remains committed to strong independent leadership on the Board, and Ms. Larocca will continue to work with Mr. Kain to oversee AGNC’s strategy and ongoing commitment to creating stockholder value.

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TABLE OF CONTENTS

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BOARD AND GOVERNANCE MATTERS

BOARD AND GOVERNANCE MATTERS

Our Board is currently comprised of six independent directors and our CEO. The following table sets forth the current members of our Board and their committee membership:

Board Leadership Structure

Ms. Larocca has served as our Chair and Lead Independent Director since May 2016. We believe that objective, independent oversight of management is central to our corporate governance, executing on our strategic objectives, and serving the long-term interests of our stockholders. The Board regularly evaluates the most effective leadership structure for the Company and believes that separating the positions of Chair and Chief Executive Officer is the best corporate governance leadership structure for us at this time. Our Board also has a policy, which is consistent with the Nasdaq rules and good corporate governance, to have our independent directors meet regularly without members of management or employee directors present to facilitate the Board’s effective independent oversight of management. Presently, our independent directors meet during our Board’s quarterly in-person meetings and may hold additional meetings at the request of the Chair and Lead Independent Director or a majority of the directors.

Each of our Board’s Audit Committee and Compensation Committee is composed entirely of independent directors. These independent committees of our Board also have the authority under their respective charters to hire independent advisors and consultants, at the Company’s expense, to assist them in performing their duties. A majority of our Board’s Executive Committee also consists of independent directors. Our Board has determined that all of the current directors, except Mr. Kain, are “independent” as defined in the Nasdaq rules.

We announced that in July 2021 Mr. Kain will resign as Chief Executive Officer and Chief Investment Officer of AGNC and transition to the role of Executive Chairman of the Board and that Peter Federico will become our Chief Executive Officer. At that time, the Board expects Ms. Larocca to assume the role of Vice Chair of the Board and continue to serve as our Lead Independent Director.

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With this transition, AGNC remains committed to maintaining strong, independent leadership on the Board. Ms. Larocca, in her role as Lead Independent Director and Vice Chair, will be empowered with robust, well-defined duties, including the ability to call meetings of the independent directors as she deems necessary or appropriate. As Lead Independent Director and Vice Chair, she will also continue to preside over regular and special meetings of the independent directors, have input on Board agendas, and facilitate effective communication between the independent directors and management of the Company.

Corporate Governance

Our Board has developed strong corporate governance practices, which are memorialized in our Corporate Governance Guidelines, to support its oversight responsibilities. These guidelines, together with our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), Third Amended and Restated By-laws, as amended (our “By-laws”), and committee charters of the Audit Committee and the Compensation Committee, form the basis for performance of our governance activities. All of these documents are available in the Investors section of our website at www.AGNC.com.

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BOARD AND GOVERNANCE MATTERS

Committees of the Board of Directors

Our Board’s principal standing committees and their primary functions are described below.

Audit Committee

This committee assists the Board in overseeing:

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing the plans and results of the audit engagement with the independent registered public accounting firm, approving professional services provided by the independent registered public accounting firm, and considering the range of audit and non-audit fees. The committee’s meetings include, whenever appropriate, executive sessions with our independent external auditors, without the presence of management.

Compensation and Corporate Governance Committee

This committee’s principal functions are to:

The Compensation Committee also serves as the Board’s standing nominating committee and as such performs the following functions:

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Under its charter, the Compensation Committee has the authority to select, retain, and terminate compensation consultants. In connection with the Internalization in 2016, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) to assist the Compensation Committee in designing and establishing a compensation structure. Since that time, the Compensation Committee has engaged FW Cook on an annual basis to advise on and assist with the review and evaluation of executive compensation and compensation of our non-employee directors.

Executive Committee

This committee has the authority to exercise all powers of the Board except for actions that must be taken by the full Board under Delaware law, our Certificate of Incorporation, or By-laws.

Board and Committee Meetings

The Board generally holds regular quarterly meetings and meets on other occasions, as necessary. In addressing the financial market turmoil resulting from the Pandemic, management and the Board significantly increased the frequency of its meetings in early 2020. The Board held 20 regular and special meetings during 2020, including 12 during a one-month period at the height of the market volatility, as the Board oversaw management’s response to the Pandemic. In addition, the independent directors met separately in executive sessions to discuss various matters, including our performance and the performance of our Chief Executive Officer and other executive officers.

Each of the Audit Committee and the Compensation Committee schedules regular meetings to coincide with the quarterly in-person meetings of the Board and also meets at the request of senior management or at such other times as its Chair determines. The Chair of each Committee, in consultation with our Secretary, sets the agendas for the meetings. Each committee reports to the Board on its activities at the next regularly scheduled Board meeting following its committee meetings and when appropriate. During 2020, the Audit Committee held six meetings, and the Compensation Committee held ten meetings.

Each of our independent directors attended all of the meetings of the Board and committees on which he or she served in 2020 with the exception of two special meetings of the Board where a single independent director was unable to attend. Although we do not have a policy on director attendance at the Annual Meeting, directors are encouraged to attend, and each of our directors attended the virtual 2020 Annual Meeting.

Director Nomination Process

Nominations for election to the Board may be made by the Compensation Committee or by any common stockholder entitled to vote for the election of directors. Candidates recommended by common stockholders will be evaluated by the Compensation Committee under the same criteria that are applied to other candidates.

Board Membership Criteria

The Compensation Committee endeavors to identify, recruit, and nominate candidates based on the following eligibility and experience criteria: a candidate’s integrity and business ethics, strength of character, judgment, experience, and independence, as well as factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of current directors, and principles of diversity, including diversity of experience, personal and professional backgrounds, race, gender, ethnicity, and age.

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BOARD AND GOVERNANCE MATTERS

The Compensation Committee recognizes the importance of diverse viewpoints, experience, and backgrounds to a well- functioning Board. Although the committee does not have formal objective criteria for diversity on our Board, it is a significant consideration, and since 2013, 67% of new director nominations have been women or minority candidates. In nominating candidates to the Board, the committee determines whether the incumbent director is willing to stand for re-election. If so, the committee evaluates his or her contributions to determine suitability for continued service, taking into consideration the Board’s criteria for candidates, the Board evaluation process, and other perceived needs of the Board. The Company maintains a corporate membership in the NACD, which provides each director with access to continuing education, research materials, and publications relating to corporate governance, board leadership, and other topical information.

Oversight of Strategy and Key Risks

Our Board is responsible for the general oversight of the Company, including our strategic direction, the performance of our executive officers, and the Company’s risk management processes, to assure that the long-term interests of our stockholders are being served. In performing this oversight function, the Board, directly or through its standing committees, regularly reviews and discusses our corporate strategy and our material strategic, operational, financial, compensation, and compliance risks with senior management.

The Board receives updates at each regular meeting on the Company’s performance, market conditions, and other recent developments, including, among other things, the risks and opportunities facing us, as well as the strategies used to hedge the Company’s exposure to market risks, including interest rate, spread, prepayment, and extension risks. The Board periodically reviews and discusses with management and in executive session our strategic direction. The Board also regularly reviews our compliance with policies, procedures, and processes addressing other operational risks. In addition to its regular quarterly meetings, the Board also conducts an annual multi-day meeting devoted to reviewing the Company’s strategy, macro trends impacting our business, and other topics of interest to our directors, including relevant continuing education sessions.

The Board has evaluated the Company’s cybersecurity posture and risk exposure with management after considering our operations and the types of data retained on our systems. Our primary business involves investment in mortgages and mortgage-related instruments. We do not currently perform mortgage servicing, maintain customer accounts, or provide any direct mortgage lending, and thus we do not receive personal information on individual mortgage borrowers as part of our regular operations. The Company contracts with

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third-party security firms to provide threat detection and conduct annual testing on our systems. The Board has delegated oversight of AGNC’s cybersecurity risk to the Audit Committee, which is also responsible for oversight of information technology and data security controls related to our financial reporting. The Audit Committee reviews cybersecurity and receives reports from the Company’s Senior Vice President for Information Technology on at least a quarterly basis and may also receive additional updates or reports as it deems necessary.

The Board recognizes the importance of effective executive leadership and the promotion of an ethical and professional culture throughout our organization. The Board and the Compensation Committee are actively engaged in overseeing succession planning, including a routine review of staffing for critical roles, considering the operational needs of the Company and the potential leadership, industry knowledge, and investment skills of existing employees. The announced transition of Mr. Kain to Executive Chairman of the Board and the promotion of Messrs. Federico and Kuehl effective in July 2021 are consistent with our Board’s long-term commitment to sound succession planning and effective development of employees. Executives and other key employees in the Company are given exposure to the Board during meetings and other events to assist with their development and the Board’s evaluation. In addition, the Board receives updates on management’s strategies for recruiting, developing, and retaining outstanding personnel and minimizing employee turnover, as applicable. These strategies include the Company’s broad-based long-term incentive (“LTI”) compensation program through which grants of RSUs are made to all employees at every level of the Company, thereby further aligning the interest of all of our employees with our stockholders.

The Board has delegated certain risk management oversight responsibility to its committees as follows:

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BOARD AND GOVERNANCE MATTERS

ESG and Corporate Responsibility

We understand the importance of incorporating environmental, social, and governance considerations into our business and day-to-day operations, and we appreciate the increased interest of our stockholders in these matters. We consider the interests of all our stakeholders—our stockholders, employees, lenders, other counterparties, vendors, and community—in pursuing the long-term success of our business. Rather than delegating responsibility for oversight of all ESG matters to a single committee, each Committee and the Board govern and oversee areas of corporate responsibility within their areas of focus. As described above, our Compensation Committee oversees our approach to human capital management and development, the governance and operations of our Board, and the composition and diversity of our Board; our Audit Committee oversees our management’s governance of our business conduct in the areas of financial reporting, information security, legal and regulatory compliance, and compliance with our Code of Ethics; and our full Board oversees our investment guidelines, portfolio and risk management framework, and overall strategic direction, which incorporates our responsibility to the people and communities we serve.

We believe that 2020 was a foundational year for our sustainability reporting. We evaluated reporting standards that would correspond to our business of investing in Agency MBS and our modest employee base and environmental footprint. Based on that work, we issued our inaugural ESG report in March 2021 (“ESG Report”), including disclosures aligning with the Sustainability Accounting Standards Board standards for 2020. As part of this process, we sought to identify the environmental, social, and governance factors most material to our business and operations. In 2021, we expect to continue to revise our disclosures and practices as investor standards continue to develop, and our Board continues to evaluate its oversight of these areas. Additional information regarding our efforts to implement ESG factors in the operation of our business is available in our ESG Report, located in the Corporate Responsibility section of our website at www.AGNC.com/corporate-responsibility.

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BOARD AND GOVERNANCE MATTERS

Social Considerations

AGNC’s primary social considerations and impacts relate to our investment activity and human capital management, both of which are critical to our success as an organization.

Investment Activity

As a provider of private capital to the U.S. housing market through our investments in residential mortgages, our business enhances liquidity in the residential real estate mortgage markets and, in turn, facilitates home ownership in the U.S. As of December 31, 2020, AGNC had $98 billion in aggregate mortgage and mortgage-related investments. The social benefits of homeownership are well-documented, and home ownership has historically been viewed as an accessible vehicle of individual wealth creation and aids in the development of strong communities. Our investments in residential mortgages play a meaningful role in helping Americans become homeowners.

Human Capital Management

As an employer, we have a responsibility to our most important asset, our employees. We are committed to providing our employees an engaging, supportive, and inclusive atmosphere in which to grow professionally and contribute. We pride ourselves on providing a wide selection of resources to protect our employees’ health, well-being, financial security, safety, and work-life balance. AGNC is also committed to promoting equality and further increasing diversity within our workforce. We recognize the importance of ongoing communication and engagement with our employees through direct channels, facilitated by our small employee base. In addition, we provide a hotline where employees can submit claims or report suspected violations of our policies or other concerns anonymously. Additional details regarding our full suite of benefit programs, including retirement, health and wellness, and professional development are included in our ESG Report.

AGNC’s long-term commitment to the health, safety, and well-being of our workforce continued in the face of the Pandemic. When Covid-19 forced a shift to a remote work environment, we commenced regular townhall style meetings to ensure regular communication between management and our employees. AGNC has provided greater flexibility in work hours and expectations in recognition of the challenges our employees face in the remote work environment and also took steps to ensure that our personnel had adequate resources and capabilities to work in a remote or hybrid environment. In addition to its oversight of our investment operations, our Board was also focused on oversight of human capital management in the midst of the Pandemic. In the face of market turmoil and mass reductions in force throughout the economy, in March 2020 our Board acted to provide a level of financial assurance to our employees by adopting a retention plan that would provide severance to impacted employees should workforce reductions have become necessary in 2020. However, unlike many other companies across industries, the Company has not laid off or furloughed any employees or otherwise reduced employee compensation or hours since the Pandemic began. To further engage with our employees and hear their concerns, we also conducted an anonymous employee survey to better understand the challenges our employees were facing during the Pandemic. 96% of our employees responded to the survey, with 100% of respondents positively reviewing the Company’s efforts in responding to the Pandemic, citing our attention to the health and safety of employees, communication, resource availability, and flexible work arrangements.

In light of the many challenges facing our communities in 2020, the Company made contributions to six organizations focused on addressing social and economic inequality and that were selected by a committee of our employees. We continue to discuss with our employees meaningful opportunities for us to engage on these topics in 2021.

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BOARD AND GOVERNANCE MATTERS

Environmental Considerations

As an investment firm with 50 office-based employees, our business operations have a relatively modest environmental impact. Nevertheless, we do consider environmental risk factors and strive to use resources efficiently and responsibly. Further details regarding our corporate efforts to reduce our environmental impact are discussed in our ESG Report.

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 2020, independent directors received a cash retainer for service on the Board at the annual rate of $112,500, payable quarterly in advance. The 2020 cash retainer level was established in 2019 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 Chairs of our Audit Committee and Compensation Committee each received an additional retainer at an annual rate of $25,000, each payable quarterly in advance. Our Chair and Lead Independent Director received an additional annual retainer of $50,000, payable quarterly in advance. In 2020 the Board, in consultation with FW Cook, concluded that the cash retainers for independent directors and for Board and committee chair positions remained reasonable 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 23, 2020, each of our independent directors serving on the Board at that time received 10,113 RSUs under the 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 23, 2021 or the date of the 2021 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.

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BOARD AND GOVERNANCE MATTERS

The following table sets forth the compensation received by each independent director during 2020:

The 2016 Equity Plan

The Company maintains the 2016 Equity Plan, which was approved by stockholders in December 2016 and allows us to provide our directors, executive officers, and other employees with equity incentive compensation. Subject to adjustment as described in the 2016 Equity Plan, total awards under the 2016 Equity Plan are currently limited to 10,000,000 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. 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. Members of our Board and executive officers may elect to defer distribution of their awards under the 2016 Equity Plan for a period of up to ten years.

Proposal 2 included in this proxy statement seeks stockholder approval to amend and restate the 2016 Equity Plan. A discussion of the proposed revisions to the 2016 Equity Plan and our rationale for requesting these changes is discussed on pages 21 to 38.

Independent Director Plan

In connection with our IPO, we established the American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the “Independent Director Plan”), which provided for the issuance of equity-based awards, including stock options, restricted stock, restricted stock units, unrestricted stock awards, and other awards based on our common stock that may be made by us to our independent directors. The Independent Director Plan was terminated when our stockholders approved the 2016 Equity Plan on December 9, 2016, except with respect to then outstanding awards. Restricted stock units awarded under the Independent Director

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BOARD AND GOVERNANCE MATTERS

Plan conferred to the participant the right to receive cash, common stock, or other property, as determined by the plan administrator, 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.

Stock Ownership Guidelines

Our Board believes that directors more effectively represent the best interests of the Company if they are stockholders themselves. Thus, independent directors are encouraged to own shares of our common stock equal in value to 3x the annual cash Board retainer (which was $112,500 in 2020) within the later of five years of joining the Board or January 24, 2022. Shares of deferred or restricted stock or units (both vested and unvested and including shares for which a deferral election was made) granted to directors under the Independent Director Plan and the 2016 Equity Plan are included in determining the number of shares held for this purpose. Until the stated minimum is met, each independent director must retain at least 50% of the shares of common stock received upon vesting, net of any shares withheld or sold to pay or reimburse taxes on such income.

In addition, our Board has adopted a policy prohibiting our executive officers and directors from any hedging, pledging, or entering into margin loans with respect to any shares of our common stock (regardless of whether such stock is owned directly or indirectly, as such terms are used in the SEC rules promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) 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.

The following table sets forth the total stock ownership of our independent directors, including beneficially owned, unvested, and deferred shares, as calculated pursuant to our stock ownership guidelines as of February 26, 2021:

Director Resignation Policy

Our By-laws require a candidate in an uncontested election for director to receive a majority of the votes cast in order to be elected as a director. Under this provision, each vote is specifically counted “for” or “against” the director’s election, unless a common stockholder abstains from voting with respect to the matter. Thus, a director nominee is required to receive more votes “for” than “against” to be elected. Pursuant to Delaware law, a director shall remain in office until his or her successor is elected and qualified even if the director has not received a vote sufficient for re-election. Thus, a corporation could have a “holdover” director. However, pursuant to our Board-approved director resignation policy, an incumbent director must tender his or her resignation to the Board if the director is nominated but not re-elected. The policy also requires the Compensation Committee to make a recommendation to the full Board on whether to accept or reject the

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BOARD AND GOVERNANCE MATTERS

resignation within 90 days of receipt of the tendered resignation and the full Board to make that determination. The Board would publicly disclose its decision by filing a Current Report on Form 8-K with the SEC within four days of making its determination.

Any director who tenders his or her resignation pursuant to this policy may not participate in the Compensation Committee recommendation or Board action regarding whether to accept the resignation offer. If each member of the Compensation Committee does not receive a vote sufficient for re-election, then the independent directors who did receive a sufficient vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them. If only three or fewer directors receive a sufficient vote for re-election, all directors (other than the director who tendered the resignation under review) may participate in the action regarding whether to accept the resignation offers.

Certain Transactions with Related Persons

Related Person Transaction Policies

Our Board has adopted a policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which we or any of our subsidiaries is or are to be a participant, the amount involved exceeds $120,000, and a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person would need to promptly disclose to our Secretary any related person transaction and all material facts about the transaction. Our Secretary would then promptly assess and communicate that information to the Compensation Committee. Based on its consideration of all of the relevant facts and circumstances, the Compensation Committee will decide whether or not to approve such transaction and will generally approve only those transactions that do not create a conflict of interest. If we become aware of an existing related person transaction that has not been pre-approved under this policy, the transaction will be referred to the Compensation Committee, which will evaluate all options available, including ratification, revision, or termination of such transaction. Our policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.

Our Code of Ethics, which is reviewed by our Board and provided to all of our directors, officers, and employees, requires that all such persons avoid any situations or relationships that involve actual or potential conflicts of interest, or perceived conflicts of interest, between an individual’s personal interests and the interests of AGNC. Pursuant to our Code of Ethics, each of these persons must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to their supervisor or our chief compliance officer. If a conflict is determined to exist, the person must disengage from the conflict situation or terminate his or her provision of services to us. Our chief executive officer, president, chief financial officer, principal accounting officer, controller, directors and certain other persons who may be designated by our Board or its Audit Committee, whom we collectively refer to as our financial executives, must consult with our chief compliance officer with respect to any proposed actions or arrangements that are not clearly consistent with our Code of Ethics. In the event that a financial executive desires to engage in a proposed action or arrangement that is not consistent with our Code of Ethics, the financial executive must obtain a waiver of the relevant provisions of our Code of Ethics in advance from our Audit Committee. We intend to post amendments to or waivers from the Code of Ethics (to the extent applicable to our financial executives) on our web site at www.AGNC.com.

Related Person Transactions

We did not enter into any transactions in 2020 in which any related person of ours had any material interest.

12    AGNC INVESTMENT CORP. – Proxy Statement

BOARD AND GOVERNANCE MATTERS

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during fiscal year 2020 served as an officer, former officer, or employee of ours or had a relationship required to be disclosed under “Board and Governance Matters—Certain Transactions with Related Persons.” Further, during 2020, none of our executive officers served as:

AGNC INVESTMENT CORP. – Proxy Statement    13

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 By-laws, to stand for re-election at the Annual Meeting and to serve as a director until our Annual Meeting to be held in 2022 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 Chief Executive Officer and Chief Investment Officer. All other nominees are independent as defined in the Nasdaq rules.

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.

14    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

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 26, 2021. The business address of each nominee is c/o AGNC Investment Corp., 2 Bethesda Metro Center, 12th Floor, Bethesda, Maryland 20814. We have highlighted specific attributes for each Board member below.

Director Nominee Biographies and Qualifications

		DONNA J. BLANK, 59   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 has served as an independent director and member of the Audit Committee at American Enterprise Mutual Holding Company since March 2018 and has also served as chair of the Audit Committee since March 2020. Ms. Blank holds an MBA in Finance and a Master of International Affairs, both from Columbia University. 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.

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PROPOSAL 1: ELECTION OF DIRECTORS

		MORRIS A. DAVIS, 49
		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 an Adjunct Scholar at the American Enterprise Institute and is a Senior Scholar of the Opportunity and Inclusive Growth Institute of the Federal Reserve Bank of Minneapolis. 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 previously served on the board of directors of MTGE Investment Corp. (Nasdaq: MTGE) from August 2011 until May 2016. Additionally, he 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 also formerly on the Academic Advisory Council of the Federal Reserve Bank of Chicago and 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    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

		JOHN D. FISK, 64
		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 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.

AGNC INVESTMENT CORP. – Proxy Statement    17

PROPOSAL 1: ELECTION OF DIRECTORS

		GARY D. KAIN, 56
		Professional Experience: Mr. Kain has served as a Director and our Chief Executive Officer since March 2016 and Chief Investment Officer since January 2009. He previously was our 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. Mr. Kain previously served as a Director and Chief Executive Officer of MTGE Investment Corp. (Nasdaq: MTGE) from March 2016 until May 2018 and as Chief Investment Officer from March 2011 until May 2018. In addition, he served as President from March 2011 until March 2018 of MTGE.   Director Qualifications: Mr. Kain’s extensive and lengthy expertise in the Agency mortgage sector and his deep knowledge of our business as our Chief Executive Officer and Chief Investment Officer strengthens our Board’s collective qualifications, skills, experience, and viewpoints.

18    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

		PRUE B. LAROCCA, 69
		Professional Experience: Ms. Larocca has served as our Chair and Lead Independent Director since May 2016. 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. Ms. Larocca previously served on the board of directors of MTGE Investment Corp. (Nasdaq: MTGE) from February 2013 until May 2016.   Director Qualifications: Ms. Larocca’s extensive and lengthy expertise in mortgage finance and asset securitization strengthens our Board’s collective qualifications, skills, experience, and viewpoints.

		PAUL E. MULLINGS, 70
		Professional Experience: Mr. Mullings has 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.

AGNC INVESTMENT CORP. – Proxy Statement    19

PROPOSAL 1: ELECTION OF DIRECTORS

		FRANCES R. SPARK, 62
		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.

Conclusion and Recommendation; Vote Required

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 seven directors at the Annual Meeting, it will mean that each of the seven 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.

20    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

PROPOSAL 2:

APPROVAL OF THE

AMENDED AND RESTATED AGNC INVESTMENT CORP.

2016 EQUITY AND INCENTIVE COMPENSATION PLAN

General Information

We are asking stockholders to approve the AGNC Investment Corp. Amended and Restated 2016 Equity and Incentive Compensation Plan (the “Amended 2016 Equity Plan”). The Amended 2016 Equity Plan is an amendment and restatement of the AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan (the “2016 Equity Plan”), which was first adopted by our Board on October 18, 2016 and approved by our stockholders on December 9, 2016. We are seeking stockholder approval of the Amended 2016 Equity Plan because the Board believes that stock-based incentive awards are a critical element of our compensation program and provide our Compensation Committee with the ability to design compensatory awards that allow the Company to attract, retain, and incentivize non-employee directors, officers and other employees of the Company while also aligning their interests with those of our stockholders.

On January 21, 2021, upon recommendation by the Compensation Committee, the Board of Directors unanimously approved and adopted, subject to the approval of the Company’s stockholders at the Annual Meeting, the Amended 2016 Equity Plan. The Board believes that the 2016 Equity Plan should be so amended (in the form of the Amended 2016 Equity Plan) primarily to reserve an additional 30,000,000 shares of our common stock, par value $0.01 per share (the “common stock”) for awards (the “Share Increase”) (which would result in a total of 40,000,000 shares of common stock being reserved under the Amended 2016 Equity Plan when combined with the 10,000,000 shares already approved by our stockholders under the 2016 Equity Plan prior to its amendment and restatement), and to include the other changes described below. If the Amended 2016 Equity Plan is approved by stockholders, it will be effective on January 21, 2021, the date on which the Amended 2016 Equity Plan was adopted by the Board (subject to stockholder approval). If the Amended 2016 Equity Plan is not approved by our stockholders, the 2016 Equity Plan will remain in effect, but we will be limited in our ability to grant equity-based awards to the Company’s NEOs, other employees, and non-employee directors.

The actual text of the Amended 2016 Equity Plan is attached as Appendix 1 to this proxy statement. The description below of the Amended 2016 Equity Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix 1.

Background and Rationale

Like the 2016 Equity Plan, the Amended 2016 Equity Plan allows the Company to provide equity-based compensation in the form of stock options, appreciation rights (“SARs”), restricted shares, RSUs, 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 nonemployee directors, officers and other employees, and those of our subsidiaries, incentives and rewards for service or performance. The Board believes that the Amended 2016 Equity Plan is critical to AGNC’s ability to attract, retain, and incentivize a high-quality team with the skills necessary to outperform our industry peers and achieve AGNC’s strategic objectives. AGNC provides equity-based compensation to all of our employees and to all non-employee directors. The Board believes that providing equity-based compensation to all employees is important in order to link compensation with long-term stockholder value creation and more closely align the interests of our employees and directors with those of our stockholders.

AGNC INVESTMENT CORP. – Proxy Statement    21

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

To date, under the 2016 Equity Plan the Company has issued only time-based RSUs and performance-based RSU awards. The following table includes a summary of 2016 Equity Plan activity for the three years ended December 31, 2020:

In response to feedback received from AGNC’s institutional stockholders since our Internalization, AGNC has significantly increased the portion of our NEO’s target compensation that is equity-based such that 49% of our NEOs’ 2021 total aggregate target compensation is in the form of RSUs, of which 64% are performance-based RSUs. By comparison, in 2017, the first full year following the adoption of the 2016 Equity Plan, stock-based awards comprised 30% of total aggregate compensation for our NEOs’, of which 58% was performance-based. Since 2017, the Company has increased equity compensation for all employees from 22% of total target compensation to 38% of current total target compensation. This greater emphasis on long-term equity incentives is intended to align our compensation programs with the long-term interests of our stockholders. However, it also requires that we reserve a greater number of shares for awards than originally contemplated when we adopted the 2016 Equity Plan. See Equity Incentive Compensation on page 62 for additional details regarding our equity compensation practices.

22    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

If the Amended 2016 Equity Plan is not approved, we may be compelled to change our pay-mix practices and increase significantly the cash component of our employee and director compensation. Such an approach may not necessarily align employee and director compensation with the investment interests of our stockholders. Replacing equity awards with cash also would increase cash compensation expense and use cash that could be better utilized in other ways.

The Board of Directors recognizes the impact of dilution on our stockholders and has evaluated this request for approval of the Amended 2016 Equity Plan carefully in the context of the need to attract desirable candidates and to continue to motivate and retain our highly skilled employees. In determining the number of shares to request for approval under the Amended 2016 Equity Plan, our management team worked with the Compensation Committee and FW Cook, the Compensation Committee’s independent compensation consultant, to evaluate a number of factors, including criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the Amended 2016 Equity Plan. In considering the number of additional shares to request, the Board considered our burn rate and overhang and the projected future share usage among other factors.

As of December 31, 2020, 4.8 million shares remained available for future grants and accrual of dividend equivalent units under the 2016 Equity Plan, and unvested awards covering 3.7 million shares (based on their potential maximum award amount) and vested deferred awards covering 1.2 million shares were outstanding under the 2016 Equity Plan.

Burn rate is calculated as the number of shares underlying equity awards granted, expressed as a percent of the Company’s total number of outstanding shares. Our annual burn rate, not taking into account forfeitures, averaged 0.22% for the three years ended December 31, 2020. We believe that our historical burn rate is reasonable for a company of our size in our industry. Our Compensation Committee will continue to monitor our equity use in future years. The following table includes a summary of our historical burn rate for each of the three years ended December 31, 2020:

AGNC INVESTMENT CORP. – Proxy Statement    23

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Overhang reflects the potential dilution of stockholders’ ownership by actual share-based awards as well as shares available for grant. In evaluating the number of additional shares to authorize under the Amended 2016 Equity Plan, our Board considered the resulting overhang. The potential dilution under the existing 2016 Equity Plan is 1.80% and, with the requested additional 30,000,000 shares under the Amended 2016 Equity Plan, would have been 7.36% as of December 31, 2020. The following table sets forth information regarding the proposed level of overhang.

Shares of common stock available for awards and total overhang under the 2016 Equity Plan:

Proposed shares of common stock available for awards and total overhang under the Amended 2016 Equity Plan:

24    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Based on the closing price on the Nasdaq Stock Market for our common stock on February 26, 2021 of $16.03 per share, the aggregate market value as of such date of the 30,000,000 shares of common stock requested under the Amended 2016 Equity Plan was $480,900,000.

Summary of Changes from the 2016 Equity Plan

The Amended 2016 Equity Plan includes the following key changes from the 2016 Equity Plan:

Highlights of the Amended 2016 Equity Plan

AGNC INVESTMENT CORP. – Proxy Statement    25

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Summary of Material Terms of the Amended 2016 Equity Plan

Administration

The Amended 2016 Equity Plan will generally be administered by the Compensation Committee (or its successor), or any other committee of the Board designated by the Board to administer the Amended 2016 Equity Plan. The Compensation Committee may from time-to-time delegate all or any part of its authority under the Amended 2016 Equity Plan to any subcommittee thereof. Any interpretation, construction, and determination by the Compensation Committee of any provision of the Amended 2016 Equity Plan, or of any agreement, notification, or document evidencing the grant of awards under the Amended 2016 Equity Plan, will be final and conclusive. To the extent permitted by applicable law, the Compensation Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Compensation Committee may by resolution and as permitted by law, subject to certain restrictions set forth in the Amended 2016 Equity Plan, authorize one or more officers of the Company to (1) designate employees to be recipients of awards under the Amended 2016 Equity Plan, and (2) determine the size of such awards. However, the Compensation Committee may not delegate such responsibilities to officers for awards granted to officers, directors, or certain employees who are subject to the reporting requirements of Section 16 of the Exchange Act.

Eligibility

Any person who is selected by the Compensation Committee to receive an award under the Amended 2016 Equity Plan and who is at that time an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days after the date of grant) is eligible to participate in the Amended 2016 Equity Plan. In addition, certain persons who provide services to the Company or any of its subsidiaries that are equivalent to those typically provided by an officer or other employee (provided that such persons satisfy the Form S-8 definition of “employee”), and non-employee directors of the Company, may also be selected to participate in the Amended 2016 Equity Plan. As of February 26, 2021, there were approximately 50 employees and 6 non-employee directors of the Company expected to participate in the Amended 2016 Equity Plan.

26    AGNC INVESTMENT CORP. – Proxy Statement

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Share Counting

The aggregate number of shares of common stock available for grant under the Amended 2016 Equity Plan will be reduced by one share of common stock for every one share of common stock subject to an award granted under the Amended 2016 Equity Plan. Common stock withheld by us, tendered, or otherwise used to satisfy (up to but not exceeding) the minimum tax withholding obligation with respect to restricted shares, RSUs, performance shares, performance units, other stock-based awards under the Amended 2016 Equity Plan or dividend equivalents paid with respect to awards made under the Amended 2016 Equity Plan will be added (or added back, as applicable) to the aggregate number of shares of common stock available under the Amended 2016 Equity Plan. The following shares of common stock will not be added (or added back, as applicable) to the aggregate share limit under the Amended 2016 Equity Plan: (1) shares withheld by us, tendered, or otherwise used in payment of an option’s exercise price; (2) shares withheld by us, tendered, or otherwise used to satisfy tax withholding obligations with respect to options or SARs; and (3) shares that are repurchased by us with stock option proceeds. Further, all shares of common stock covered by SARs that are exercised and settled in shares, whether or not all shares of common stock covered by the SARs are actually issued to the participant upon exercise, will count against the aggregate number of shares available under the Amended 2016 Equity Plan.

Shares of common stock issued or transferred under awards granted under the Amended 2016 Equity Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted shares, RSUs or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added back to) the aggregate share limit or other Amended 2016 Equity Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Amended 2016 Equity Plan, under circumstances further described in the Amended 2016 Equity Plan, but will not count against the aggregate share limit or other Amended 2016 Equity Plan limits described above.

Types of Awards Under the Amended 2016 Equity Plan

Pursuant to the Amended 2016 Equity Plan, the Company may grant stock options (including stock options intended to be “incentive stock options” as defined in Section 422 of the Code (“Incentive Stock Options”)), SARs, restricted shares, RSUs, performance shares, performance units, cash incentive awards, certain other awards based on or related to our common stock, and dividend equivalents paid with respect to awards under the Amended 2016 Equity Plan. Awards may be time vested or performance-vested. The Compensation Committee may set conditions under which vesting may be accelerated.

Each grant of an award under the Amended 2016 Equity Plan will be evidenced by an award agreement, agreements, or an evidence of award (in any case, an “Evidence of Award”), which will contain such terms and provisions as the Compensation Committee may determine, consistent with the Amended 2016 Equity Plan. A brief description of the types of awards which may be granted under the Amended 2016 Equity Plan is set forth below.

Stock Options: A stock option is a right to purchase shares of common stock at a certain price for a certain period of time upon exercise of the stock option. Stock options granted to an employee under the Amended 2016 Equity Plan may consist of either an Incentive Stock Option, a non-qualified stock option that is not intended to be an “incentive stock option” under Section 422 of the Code, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. Except

AGNC INVESTMENT CORP. – Proxy Statement    27

PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, Incentive Stock Options and non-qualified stock options must have an exercise price per share that is not less than the fair market value of a share of common stock on the date of grant. The term of a stock option may not extend more than ten years after the date of grant.

Each grant of a stock option will specify the applicable terms of the stock option, including the number of shares of common stock subject to the stock option and the applicable vesting and forfeiture provisions. A grant of stock options may provide for the earlier exercise of the stock options, including in the event of retirement, death or disability of the participant or in the event of certain qualifying events occurring in connection with a change of control of the Company (as described below). No grant of options may provide for the automatic grant of reload stock options to a participant upon the exercise of a stock option.

Any grant of stock options may specify management objectives that must be achieved as a condition to the exercise of the stock options. In addition, each grant will specify the form of consideration to be paid in satisfaction of the exercise price, which may include: (1) cash or check acceptable to the Company, or wire transfer of immediately available funds; (2) the actual or constructive transfer to the Company of shares of common stock owned by the participant with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Compensation Committee, by a net exercise arrangement pursuant to which the Company will withhold shares of common stock otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; and (5) such other methods as may be approved by the Compensation Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. Stock options granted under the Amended 2016 Equity Plan may not provide for dividends or dividend equivalents. No stock option granted under the Amended 2016 Equity Plan will be exercisable more than 10 years from the date of grant.

SARs: The Compensation Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of stock appreciation rights or SARs. A SAR is a right to receive from us an amount equal to 100%, or such lesser percentage as the Compensation Committee may determine, of the spread between the base price and the value of our common stock on the date of exercise.

Each grant of a SAR will be evidenced by an Evidence of Award which specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions. A grant of SARs may provide for earlier exercise, including in the case of retirement, death or disability of the participant or upon certain qualifying events in connection with a change of control of the Company (as described below). No grant of SARs may provide for the automatic grant of reload SARs to a participant upon the exercise of a SAR. Any grant of SARs may specify management objectives that must be achieved as a condition of the exercise of such SARs. A SAR may be paid in cash, shares of common stock, or any combination thereof. Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of SARs held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, the base price of a SAR may not be less than the fair market value of a share of common stock on the date of grant. The term of a SAR may not extend more than ten years from the date of grant.

Restricted Shares: Restricted shares constitute an immediate transfer of the ownership of common stock to the participant in consideration of the performance of services, entitling such participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer determined by

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

the Compensation Committee for a period of time determined by the Compensation Committee or until certain management objectives specified by the Compensation Committee are achieved. Each such grant or sale of restricted shares may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value per share of common stock on the date of grant.

Any grant of restricted shares may specify management objectives that, if achieved, will result in termination or early termination of the restrictions applicable to the restricted shares. Any grant of restricted shares may require that any or all dividends or distributions paid on restricted shares that remain subject to a substantial risk of forfeiture be automatically deferred and/or reinvested in additional restricted shares, which may be subject to the same restrictions as the underlying restricted shares. However, dividends or other distributions on restricted shares with restrictions that lapse as a result of the achievement of management objectives will be deferred until, and paid contingent upon, the achievement of the applicable management objectives. Each grant of restricted shares will be evidenced by an Evidence of Award that specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions.

Any grant or sale of restricted shares may provide for the earlier termination of restrictions on such restricted shares, including in the event of retirement, death, or disability of the participant or upon certain qualifying events in connection with a change of control of the Company (as described below).

RSUs: RSUs awarded under the Amended 2016 Equity Plan constitute an agreement by the Company to deliver shares of common stock, cash, or a combination thereof, to the participant in the future in consideration of the performance of services but subject to the fulfillment of such conditions (which may include the achievement of management objectives) during the restriction period as the Compensation Committee may specify. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of common stock on the date of grant. During the restriction period applicable to RSUs, the participant will have no right to transfer any rights under the award and will have no rights of ownership in the shares of common stock underlying the RSUs and no right to vote them. Rights to dividend equivalents may be extended to and made part of any RSU award at the discretion of and on the terms determined by the Compensation Committee, on a current, deferred, or contingent basis, either in cash or in additional shares of common stock, but dividend equivalents or other distributions on shares of common stock under the RSUs with restrictions that lapse as a result of the achievement of management objectives will be deferred until, and paid contingent upon, the achievement of the applicable management objectives. Each grant of an RSU award will be evidenced by an Evidence of Award that specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions. Each grant of RSUs will specify that the amount payable with respect to such RSUs will be paid in cash, shares of common stock, or a combination of the two.

Any grant or sale of RSUs may provide for the earlier lapse or other modification of the restriction period, including in the event of retirement, death, or disability of the participant or upon certain qualifying events in connection with a change of control of the Company (as described below).

Cash Incentive Awards, Performance Shares and Performance Units: Performance shares, performance units and cash incentive awards may also be granted to participants under the Amended 2016 Equity Plan. A performance share is a bookkeeping entry that records the equivalent of one share of common stock, and a performance unit is a bookkeeping entry that records a unit valued by reference to a designated amount of cash or

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

property other than shares of common stock, as is determined by the Compensation Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to cash incentive awards, being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

These cash incentive awards, performance shares, and performance units, when granted under the Amended 2016 Equity Plan, become payable to participants upon the achievement of specified management objectives and upon such terms and conditions as the Compensation Committee determines at the time of grant. Each grant may specify with respect to the management objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of performance shares or performance units, or the amount payable with respect to a cash incentive award, that will be earned if performance is at or above the minimum or threshold level, or is at or above the target level but falls short of maximum achievement. Each grant will specify the time and manner of payment of a cash incentive award, performance shares, or performance units that have been earned, and any grant may further specify that any such amount may be paid or settled by the Company in cash, shares of common stock, restricted shares, RSUs or any combination thereof. Any grant of performance shares may provide for the payment of dividend equivalents in cash or in additional shares of common stock, subject to deferral and payment on a contingent basis based on the participant’s earning of the performance shares with respect to which such dividend equivalents are paid. Each grant of performance shares, performance units, or cash incentive awards will be evidenced by an Evidence of Award which specifies the applicable terms and conditions of such award, including any vesting and forfeiture provisions.

The performance period with respect to a cash incentive award, performance share, or performance unit will be a period of time determined by the Compensation Committee. The performance period may be subject to earlier lapse or modification, including in the event of retirement, death, or disability of the participant or upon certain qualifying events in connection with a change of control of the Company (as described below).    

Other Awards: The Compensation Committee may, subject to limitations under applicable law and under the Amended 2016 Equity Plan, grant such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, common stock or factors that may influence the value of such shares of common stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of common stock, purchase rights for common stock, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Compensation Committee, and awards valued by reference to the book value of the common stock or the value of securities of, or the performance of the subsidiaries, affiliates, or other business units of the Company. The terms and conditions of any such awards will be determined by the Compensation Committee. Common stock delivered under an award in the nature of a purchase right granted under the Amended 2016 Equity Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of common stock, other awards, notes or other property, as the Compensation Committee determines.

In addition, the Compensation Committee may grant cash awards or awards of other property as an element of or supplement to any Other Awards granted under the Amended 2016 Equity Plan. The Compensation Committee may also grant shares of common stock as a bonus or may grant Other Awards (including of other property) in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Amended 2016 Equity Plan or under other plans or compensatory arrangements, subject to terms determined by the Compensation Committee in a manner that complies with Section 409A of the Code.

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Any grant of an Other Award may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, or disability of the participant or upon certain qualifying events in connection with a change of control of the Company (as described below).

“Double-Trigger” Accelerated Vesting upon Change of Control

The Amended 2016 Equity Plan includes “double-trigger” acceleration provisions with respect to the vesting of awards in connection with a change of control of the Company. Under the Amended 2016 Equity Plan, the vesting of awards may accelerate in connection with a change of control where either (1) within a specified period the participant experiences a qualifying termination of employment or service, as applicable, in a manner described in the Evidence of Award or (2) the award is not continued, assumed, or converted into a replacement award in a manner described in the applicable Evidence of Award.

The Amended 2016 Equity Plan includes a definition of “change of control.” In general, except as may be otherwise prescribed by the Compensation Committee in any Evidence of Award, a change of control will be deemed to have occurred if: (1) a person or group becomes the beneficial owner of 35% or more of our then-outstanding shares of common stock or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors, subject to certain exceptions; (2) a majority of the Board of Directors are not incumbent directors, as further described in the Amended 2016 Equity Plan; (3) the Company closes a reorganization, merger, consolidation, significant sale of assets, or certain similar transactions resulting in a substantial change in its ownership or leadership, as further described in the Amended 2016 Equity Plan, subject to certain exceptions; or (4) the Company’s stockholders approve its complete liquidation or dissolution.

Management Objectives; Performance-Based Awards

The Amended 2016 Equity Plan permits the Company to make performance-based awards and provides that any of these awards may be granted subject to the achievement of specified management objectives.

Management objectives are defined as the measurable performance objective or objectives established pursuant to the Amended 2016 Equity Plan for participants who have received grants of performance shares, performance units, or cash incentive awards or, when so determined by the Compensation Committee, stock options, SARs, restricted shares, RSUs, dividend equivalents, or Other Awards. Management objectives may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or of one or more of the subsidiaries, divisions, departments, regions, functions, or other organizational units within the Company or its subsidiaries. The management objectives may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions, or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. The management objectives may be determined on an absolute, relative, aggregate, per share, cash, or other basis and may include (but will not be limited to) the following:

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Transferability of Awards

Except as otherwise provided by the Compensation Committee, no stock option, SAR, restricted share, RSU, performance share, performance unit, cash incentive award, Other Award, or dividend equivalents paid with respect to awards made under the Amended 2016 Equity Plan may be transferred by a participant except by will or the laws of descent and distribution. In no event will any such award granted under the Amended 2016 Equity Plan be transferred for value. Except as otherwise determined by the Compensation Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision.

The Compensation Committee may specify on the grant date that all or part of the shares of common stock that are subject to awards under the Amended 2016 Equity Plan will be subject to further restrictions on transfer.

Adjustments; Corporate Transactions

The Compensation Committee will make or provide for such adjustments in the: (1) number of, and kind of, shares, of common stock covered by outstanding stock options, SARs, restricted shares, RSUs, performance shares and performance units granted under the Amended 2016 Equity Plan; (2) if applicable, number of, and kind of, shares of common stock covered by Other Awards granted pursuant to the Amended 2016 Equity Plan; (3) exercise price or base price provided in outstanding stock options and SARs; and (4) other award terms, as the Compensation Committee in its sole discretion in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants that otherwise would result from (i) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing.

In the event of any such transaction or event, or in the event of a change of control of the Company, the Compensation Committee may provide in substitution for any or all outstanding awards under the Amended 2016 Equity Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price greater than the consideration offered in connection with any such transaction or event or change of control of the Company, the Compensation Committee may in its discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The Compensation Committee will make or provide for such adjustments to the number and kind of shares available for issuance under the Amended 2016 Equity Plan and the share limits of the Amended 2016 Equity Plan as the Compensation Committee in its sole discretion may in good faith determine to be appropriate in connection with such transaction or event. However, any adjustment to the limit on the number of shares of common stock that

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

may be issued upon exercise of Incentive Stock Options will be made only if and to the extent such adjustment would not cause any option intended to qualify as an Incentive Stock Option to fail to so qualify.

Prohibition on Repricing

Except in connection with certain corporate transactions or changes in the capital structure of the Company, the terms of outstanding awards may not be amended to (1) reduce the exercise price or base price of outstanding stock options or SARs, or (2) cancel outstanding stock options or SARs in exchange for cash, other awards or stock options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or SARs, as applicable, without stockholder approval. The Amended 2016 Equity Plan specifically provides that this provision is intended to prohibit the repricing of “underwater” stock options and SARs and that it may not be amended without approval by our stockholders.

Detrimental Activity and Recapture

Awards granted under the Amended 2016 Equity Plan will be subject to, as applicable, the clawback policy of the Company as in effect on the date the Amended 2016 Equity Plan becomes effective (or as otherwise may be amended or adopted in good faith by the Board for the Company’s employees). In addition, any Evidence of Award may provide for the cancellation or forfeiture and repayment to us of any award or gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Compensation Committee from time to time, if any participant, either during employment or other service with us or a subsidiary or within a specified period after such employment or service engages in any detrimental activity (as will be determined by the Compensation Committee and provided in an Evidence of Award). In addition, any Evidence of Award may provide for cancellation or forfeiture of an award or the forfeiture and repayment of any shares of common stock issued under, and/or any other benefit related to, an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act and any applicable rules and regulations promulgated by the SEC or any national securities exchange or national securities association on which the common stock may be traded.

Grants to Non-U.S. Based Participants

In order to facilitate the making of any grant or combination of grants under the Amended 2016 Equity Plan, the Compensation Committee may provide for such special terms for awards to participants who are foreign nationals, who are employed by the Company or any of its subsidiaries outside of the United States of America or who provide services to the Company or any subsidiary under an agreement with a foreign nation or agency, as the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. The Compensation Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Amended 2016 Equity Plan (including sub-plans) as it may consider necessary or appropriate for such purposes, provided that no such special terms, supplements, amendments, or restatements may include any provisions that are inconsistent with the terms of the Amended 2016 Equity Plan as then in effect unless the Amended 2016 Equity Plan could have been amended to eliminate such inconsistency without further approval by our stockholders.

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Withholding

To the extent the Company is required to withhold federal, state, local, or foreign taxes or other amounts in connection with any payment made or benefit realized by a participant or other person under the Amended 2016 Equity Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements, in the discretion of the Compensation Committee, may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of common stock, unless otherwise determined by the Compensation Committee, the Company will withhold shares of common stock having a value equal to the amount required to be withheld under applicable income, employment, tax, or other laws. The shares used for tax withholding will be valued at an amount equal to the fair market value of such shares of common stock on the date the benefit is to be included in participant’s income. In no event will the fair market value of the common stock that is withheld with respect to an employee to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount required to be withheld, unless an additional amount can be withheld and not result in adverse accounting consequences and the Compensation Committee authorizes such additional amount. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of shares of common stock acquired upon the exercise of stock options.

No Right to Continued Employment

The Amended 2016 Equity Plan does not confer upon any participant any right with respect to continuance of employment or service with the Company or any of its subsidiaries.

Effective Date of the Amended 2016 Equity Plan

The effective date of the Amended 2016 Equity Plan is January 21, 2021, the date upon which the Amended 2016 Equity Plan was adopted by the Board of Directors (subject to obtaining stockholder approval).

Amendment and Termination of the Amended 2016 Equity Plan

The Board generally may amend the Amended 2016 Equity Plan from time to time in whole or in part. However, if any amendment (1) would materially increase the benefits accruing to participants under the Amended 2016 Equity Plan, (2) would materially increase the number of shares which may be issued under the Amended 2016 Equity Plan, (3) would materially modify the requirements for participation in the Amended 2016 Equity Plan, or (4) must otherwise be approved by our stockholders in order to comply with applicable law or the rules of the Nasdaq Stock Market, then such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained.

Further, subject to the Amended 2016 Equity Plan’s prohibition on repricing, the Compensation Committee generally may amend the terms of any award prospectively or retroactively. Except in the case of certain adjustments permitted under the Amended 2016 Equity Plan or amendments deemed necessary to avoid adverse consequences of Section 409A of the Code, no such amendment may be taken that would impair or adversely impact the rights of any participant without his or her consent. If permitted by Section 409A of the Code and subject to certain other limitations set forth in the Amended 2016 Equity Plan, including in the case of

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termination of employment or service due to death, disability or retirement, in the case of unforeseeable emergency or other circumstances, or in the event of a change of control of the Company, the Compensation Committee may accelerate the vesting of certain awards granted under the Amended 2016 Equity Plan.

The Board may, in its discretion, terminate the Amended 2016 Equity Plan at any time. Termination of the Amended 2016 Equity Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. No grant will be made under the Amended 2016 Equity Plan more than ten years after the effective date of the Amended 2016 Equity Plan, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms of the Amended 2016 Equity Plan.

Existing Equity Compensation Plan Information

The following table provides information as of December 31, 2020 concerning the shares of our common stock authorized for issuance under the 2016 Equity Plan and vested deferred awards outstanding under the Independent Director Plan.

New Plan Benefits

Other than the restricted stock unit awards we expect to grant to our independent directors on the date of the Annual Meeting that are shown in the table below, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended 2016 Equity Plan because the grant and actual pay-out of awards under the Amended 2016 Equity Plan are subject to the discretion of the Compensation Committee. For an understanding of awards made to our NEOs in the past, see the “Grants of Plan-Based Awards in Fiscal 2020” table on page 76 and the “Outstanding Equity Awards at 2020 Fiscal Year-End” table on page 77.

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

Federal Income Tax Consequences

The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the Amended 2016 Equity Plan based on Federal income tax laws currently in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for Amended 2016 Equity Plan participants, is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Restricted Shares: The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient for such restricted shares) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days following the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Performance Shares and Performance Units: No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of common stock received.

Nonqualified Stock Options: In general:

Incentive Stock Options: No income generally will be recognized by an optionee upon the grant or exercise of an Incentive Stock Option. The exercise of an Incentive Stock Option, however, may result in alternative minimum

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PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long- term capital gain and any loss sustained will be a long-term capital loss.

If shares of common stock acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

SARs: No income will be recognized by a participant in connection with the grant of a SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.

RSUs: No income generally will be recognized upon the award of RSUs. The recipient of an RSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of common stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the limitation on certain executive compensation in excess of $1 million under Section 162(m) of the Code.

Registration with the SEC

We intend to file a Registration Statement on Form S-8 relating to the issuance of common stock under the Amended 2016 Equity Plan with the SEC pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Amended 2016 Equity Plan by our stockholders.

Conclusion and Recommendation; Vote Required

The Board of Directors is submitting and recommending to our stockholders the approval of the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan, including to increase the maximum authorized shares under the 2016 Equity Plan from 10 million shares to 40 million shares. The approval of the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan requires the affirmative vote of the holders of a majority of all shares of our common stock cast on the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal. The Board of Directors believes that the proposal is in our best interests and in the best interests of the stockholders and has unanimously approved the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDED AND RESTATED AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN.

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PROPOSAL 3: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL 3:

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

General Information

As required by Section 14A of the Exchange Act, we are asking for your advisory vote to approve the compensation paid to our named executive officers as disclosed in this proxy statement. Our Board has determined to hold this “say-on-pay” vote every year.

We urge you to review carefully our compensation policies and decisions regarding our named executive officers as presented in the “Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosures section appearing on pages 45 to 73. As described in detail in this proxy statement, we believe that our executive compensation program applies a pay-for-performance philosophy that effectively aligns the interests of our NEOs with those of our stockholders and allows us to attract, retain, and appropriately incent executives with the skills and experience necessary to achieve our key business objectives.

While the vote on this proposal is advisory in nature and not binding, the Board and the Compensation Committee will take the results of the vote into account in making future compensation decisions.

We are requesting our stockholders to approve, in a non-binding, advisory vote, the following resolution:

“RESOLVED, that the stockholders of the Company hereby approve the compensation paid to our named executive officers, as disclosed in the proxy statement for the 2021 Annual Meeting of Stockholders pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and related material disclosed in the proxy statement.”

Conclusion and Recommendation; Vote Required

The affirmative vote of a majority of all shares of common stock cast on the proposal is required for advisory approval of this proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

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PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT

PROPOSAL 4:

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT

Ernst & Young LLP (“EY”) has served as our independent public accountant since our IPO. The Audit Committee evaluates EY’s performance on an annual basis and makes a determination as to whether the Company should re-engage EY or consider the engagement of another audit firm. At a meeting on February 18, 2021, the Audit Committee approved the appointment of EY to audit our financial statements for 2021. In making this determination, the Audit Committee carefully considered a number of factors including:

Based on this evaluation, the Audit Committee determined that it was in the best interests of the Company and our stockholders to continue to engage EY as our independent public accountant. This appointment is subject to ratification or rejection by our common stockholders. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.

Independent Public Accountant’s Fees

EY performed various audit and other services for us during 2020 and 2019. Fees for professional services provided by EY in 2020 and 2019 in each of the following categories were:

Audit Fees

“Audit Fees” relate to fees and expenses billed by EY for the annual audit, including the audit of our financial statements, services required by statute and regulation, audit of internal control over financial reporting, review of our quarterly financial statements, and for comfort letters and consents related to stock issuances.

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PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT

Tax Fees

“Tax Fees” relate to fees billed for professional services for tax compliance and consulting on tax-related matters.

Pre-Approval Policy

All services rendered by EY were permissible under applicable laws and regulations and were pre-approved by the Audit Committee for 2020 in accordance with its pre-approval policy. The Audit Committee has established a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent public accountant. The policy requires the Audit Committee to approve each audit or non-audit engagement or accounting project involving the independent public accountant, and the related fees, prior to commencement of the engagement or project to make certain that the provision of such services does not impair the firm’s independence. The committee may delegate its pre-approval authority to one or more of its members, and such member(s) are required to report any pre-approval decisions to the Audit Committee at its next meeting. The Audit Committee has delegated authority to its Chair to pre-approve the engagement and related fees of the independent public accountant for any additional audit or permissible non-audit services. In addition, pursuant to the policy, pre-approval is not required for additional non-audit services if such services result in a de minimus amount of less than 5% of the total annual fees paid by us to the independent public accountant during the fiscal year in which the non-audit services are provided, were not recognized by us at the time of engagement to be non-audit services, and are reported to the Audit Committee promptly thereafter and approved prior to the completion of the annual audit.

Conclusion and Recommendation; Vote Required

The affirmative vote of the holders of a majority of all shares of our common stock cast on the proposal is required to ratify the appointment of our independent public accountant. Abstentions will have no effect on the outcome of the proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANT FOR 2021.

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REPORT OF THE AUDIT COMMITTEE

REPORT OF THE AUDIT COMMITTEE

The Board of Directors has appointed an Audit Committee presently composed of four directors, Mss. Blank, Larocca and Spark and Mr. Mullings. Each of the directors is independent as defined in the Nasdaq rules. The Board of Directors has determined that Mss. Blank and Spark are each an “audit committee financial expert” (as defined in Item 407 of Regulation S-K under the Securities Act).

The Audit Committee’s responsibility is one of oversight as set forth in its charter, which is available in the Investors section of our website at ir.agnc.com/corporate-governance-documents. It is not the duty of the Audit Committee to prepare our financial statements, to plan or conduct audits, or to determine that our financial statements are complete and accurate and are in accordance with U.S. generally accepted accounting principles. Our management is responsible for preparing our financial statements and for maintaining internal controls. The independent auditors are responsible for auditing the financial statements and for expressing an opinion as to whether those audited financial statements fairly present our financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles.

The Audit Committee has reviewed and discussed our audited consolidated financial statements with management and with Ernst & Young LLP, our independent auditors for 2020.

The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board.

The Audit Committee has received from Ernst & Young LLP the written statements required by Public Company Accounting Oversight Board Rule No. 3526, “Communications with Audit Committees Concerning Independence,” and has discussed Ernst & Young LLP’s independence with Ernst & Young LLP, and has considered the compatibility of non-audit services with the auditor’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2020 be included in our annual report on Form 10-K for the year ended December 31, 2020, for filing with the Securities and Exchange Commission.

The Audit Committee has approved the appointment of Ernst & Young LLP to serve as our independent public accountants for the year ending December 31, 2021 and has directed that the appointment of Ernst & Young LLP be submitted to our stockholders for ratification.

By the Audit Committee:

Donna J. Blank, Chair

Prue B. Larocca

Paul E. Mullings

Frances R. Spark

Use of Report of the Audit Committee

In accordance with and to the extent permitted by applicable law or regulation, the information contained in the foregoing Report of the Audit Committee is not “soliciting material” and is not to be incorporated by reference into any future filing under the Securities Act or the Exchange Act.

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EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

Executive Officer Biographies

The Board generally elects officers annually following our annual meeting of stockholders to serve until the meeting of the Board following the next annual meeting. Set forth below is certain information about each executive officer as of February 26, 2021. The business address of each executive officer is c/o AGNC Investment Corp., 2 Bethesda Metro Center, 12th Floor, Bethesda, Maryland 20814.

GARY D. KAIN, 56

Director, Chief Executive Officer, and Chief Investment Officer

Mr. Kain has served as a Director and our Chief Executive Officer since March 2016 and Chief Investment Officer since January 2009. He previously served as our President from April 2011 until March 2018. Further information about Mr. Kain may be found under “Proposal 1: Election of Directors-Director Nominee Biographies and Qualifications” of this proxy statement.

PETER J. FEDERICO, 54

President and Chief Operating Officer

Mr. Federico has served as our President and Chief Operating Officer since March 2018. He was previously our Executive Vice President and Chief Financial Officer from July 2016 until March 2018 and 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.

CHRISTOPHER J. KUEHL, 47

Executive Vice President, Agency Portfolio Investments

Mr. Kuehl has served as our Executive Vice President since November 2016. He was previously a Senior Vice President from March 2012 through October 2016.

Prior to joining AGNC Investment Corp., Mr. Kuehl served as Vice President of Mortgage Investments & Structuring of Freddie Mac. In this capacity, Mr. Kuehl was responsible for directing Freddie Mac’s purchases, sales, and structuring activities for all MBS products, including fixed-rate mortgages, ARMs, and CMOs. Prior to joining Freddie Mac in 2000, Mr. Kuehl was a Portfolio Manager with TeleBank/Etrade Bank.

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EXECUTIVE OFFICERS

BERNICE E. BELL, 49

Senior Vice President and Chief Financial Officer

Ms. Bell has served as our Senior Vice President since January 2016 and Chief Financial Officer since March 2018. Ms. Bell previously served as Chief Accounting Officer from January 2016 to March 2018, Vice President from April 2011 to January 2016, and as our Controller from 2008 through December 2015.

Prior to joining AGNC Investment Corp., Ms. Bell served as the Vice President and Controller of American Capital, Ltd. from July 2003 to December 2009. Prior to joining American Capital, Ms. Bell was the Vice President and Controller of certain privately-held companies engaged in the business of telecommunications and software development from July 1998 to June 2003 and was with the accounting firm Price Waterhouse, LLP from July 1994 to June 1998.

AARON J. PAS, 40

Senior Vice President, Non-Agency Portfolio Investments

Mr. Pas has served as our Senior Vice President since October 2016. He was previously a Senior Vice President of MTGE Investment Corp. (Nasdaq: MTGE) and its manager from January 2014 until September 2018 and was Vice President, Non-Agency Portfolio Management, of the manager of MTGE from March 2011 to January 2014.

Mr. Pas was previously the Director of Non-Agency Portfolio Management at Freddie Mac, where he was primarily responsible for managing the firm’s non-Agency residential securities portfolio. Mr. Pas is a CFA charterholder.

KENNETH L. POLLACK, 53

Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary

Mr. Pollack has served as our Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary since July 2016.

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. Mr. Pollack joined American Capital in 2004. Prior to American Capital, Mr. Pollack was a member of the Corporate and Securities and Real Estate Practice Groups of Arnold & Porter.

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2020 NEOs

Our NEOs for 2020 are:

Executive Summary

This Compensation Discussion and Analysis provides information on our executive compensation philosophy, objectives, and structure, and our process for setting compensation for our named executive officers, or NEOs.

Business Overview

AGNC is a leading provider of private capital to the U.S. housing market, enhancing liquidity in the residential real estate mortgage markets and, in turn, facilitating home ownership in the U.S. AGNC is an internally managed REIT that invests predominantly in Agency residential mortgage-backed securities on a leveraged basis. We seek to provide investors with attractive risk-adjusted returns over a wide range of market scenarios through monthly dividends and tangible net asset value accretion, while maintaining the lowest operating cost structure among residential mortgage REITs. We generate income from the interest earned on our investment assets, net of associated borrowing and hedging costs, and net realized gains and losses on our investments and hedging activities. As such, our business operations are similar to investment managers that focus on fixed income investments, although we exclusively invest AGNC’s capital rather than third-party client funds.

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EXECUTIVE COMPENSATION

AGNC seeks to generate returns for our stockholders and offers a track-record of industry leading financial performance and the lowest cost operating structure in the residential mortgage REIT industry. Our value proposition to stockholders includes five key aspects of our business:

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Recent Performance

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EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives

Compensation Program Objectives

The compensation programs for all of our employees, including our NEOs, are designed to focus on key strategic and financial objectives including:

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EXECUTIVE COMPENSATION

In support of these objectives, AGNC provides all of its employees total compensation in the form of base salary, annual performance-based incentives, and long-term incentive awards. The following describes the components of our NEO compensation program.

Stockholder Engagement

In 2020, 92% of our stockholders present or represented at the meeting and entitled to vote on the matter supported our advisory resolution on executive compensation, which marked a significant improvement over the results of the 2019 advisory vote on executive compensation and we believe reflects the positive actions taken by our Compensation Committee in response to stockholder feedback.

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EXECUTIVE COMPENSATION

Summary of Changes Made in 2020

Although we received significant stockholder support for our executive compensation program in 2020, we have continued to make enhancements consistent with stockholder feedback. In 2020, we took action to reduce the pay gap between our CEO and other NEOs and to further align executive compensation with our long-term performance. During 2020, our Compensation Committee took the following actions:

Continued Strong Outreach and Engagement

We value regular engagement with our stockholders, including through our quarterly earnings calls, investor conferences, fall and spring engagement campaigns, and outreach through our Investor Relations department. We continued our robust program in 2020 in spite of the limitations imposed by the Pandemic. Throughout the year, we held over 140 meetings and calls with institutional investors and responded to over 550 letters, emails, and calls from retail investors. We engaged with our retail investors at their request through our Investor Relations Department and as facilitated through collaboration with our proxy solicitor. In the Fall of 2020, we sought meetings with institutional stockholders holding 81% of our institutionally-held common stock and comprising 51% of our outstanding common stock to engage on governance related topics, including executive compensation. Many of our institutional investors declined our request, noting that there was no need to engage this year.

We continuously work to improve our stockholder engagement efforts and value the feedback provided to us during this process. Engagement with our stockholders regarding our compensation policies and practices has played a significant role in the evolution of our compensation program since our Internalization. Many of the investors with whom we spoke in 2020 acknowledged that concerns and questions raised during prior engagements had been appropriately addressed and incorporated into our compensation program. In these meetings, a number of investors expressed support for the structure of our scorecard and its inclusion of both absolute and relative financial quantitative measures in addition to non-financial qualitative measures.

Compensation Program in Context

Until July 2016, AGNC was externally managed. Prior to our Internalization, our Board and the Compensation Committee did not have control over the manner in which NEOs were compensated or motivated. The acquisition of our external manager furthered our dedication to provide transparent disclosure and strong stockholder focus and allowed the Company to better align NEO compensation with stockholder interests. Our Board and management team continue to demonstrate this commitment through detailed financial disclosure and strong governance and compensation practices. Since the Internalization, we have shifted the composition of our

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NEOs’ total target compensation to place a significantly greater emphasis on performance-based compensation and long-term equity. In 2020, 42% of the target compensation of our NEOs, excluding our CEO, consisted of long-term equity, 62% of which was performance-based. Since 2019, the majority of our CEO’s total direct compensation at target consisted of long-term equity, two-thirds of which were performance vesting. The following illustrates the evolution and composition of our CEO’s total compensation at target since our Internalization.

Composition of Our CEO’s Total Compensation at Target

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EXECUTIVE COMPENSATION

AGNC’s Compensation Program in the Context of our Broader Industry

The Bloomberg Mortgage REIT Index (BBREMTG) includes 21 residential-focused mortgage REITs, including AGNC, and we refer to the other twenty REITs collectively as the “Resi mREIT Universe.” We are the second largest residential mortgage REIT overall by market capitalization, total assets, and total equity when compared with the Resi mREIT Universe. We are internally managed, meaning that AGNC is directly responsible for determining executive compensation and providing disclosure regarding its compensation philosophy and programs. Most mortgage REITs are externally managed by a third party and pay the third party a management fee as a set percentage of equity (plus, in some cases, a performance incentive fee) in lieu of compensating employees directly. In an external management structure, the third-party manager, in turn, uses the management fee to pay the compensation and benefits of its executives and other employees. Thus, compensation decisions regarding the REIT’s executives are generally determined by the manager rather than the REIT’s board of directors. As a result, the executive compensation arrangements of externally managed REITs are not fully disclosed or transparent to investors and often include components not based on the REIT’s financial performance.

See page 66 for more details on the composition of our compensation comparator group.

Compensation Governance Practices

To support our compensation philosophy and objectives, we are committed to the following compensation governance practices:

What we do:

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EXECUTIVE COMPENSATION

What we don’t do:

Compensation Program in Detail

Compensation Program Elements

The Compensation Committee believes it is important to pay our NEOs in a manner that balances short- and long-term compensation and cash and equity-based compensation. Our NEOs’ compensation program includes three primary elements: base salary, short-term incentives in the form of an annual cash bonus, and long-term equity incentives, with a significant portion subject to multi-year performance-based vesting.

The Compensation Committee’s philosophy on pay mix carries through the entire organization, with all AGNC employees receiving a portion of their compensation in the form of short-term and long-term incentives. The proportion of an individual’s target total direct compensation opportunity in the form of variable incentive-based elements relative to fixed elements is directly correlated to the individual’s level of responsibility and role in the organization. Generally, employees with greater seniority and greater responsibility have higher proportions of incentive-based compensation in their target mix. Similarly, within the incentive-based elements, the proportion of LTI generally corresponds with the individual’s level of responsibility in the organization.

Following the restructuring of our CEO’s compensation in 2019, 94% of his total direct compensation at target is incentive-based, and a majority of his total direct compensation at target is in the form of long-term equity awards. Moreover, 67% of his long-term incentive awards are performance-vesting. In 2020, the Compensation Committee increased the incentive compensation targets for our non-CEO NEOs and raised the allocation to performance based long-term equity awards for certain of these NEOs. As a result of these changes, in 2020, 87% of our NEOs’ average target compensation consisted of short- and long-term incentive compensation, and 80% of this incentive compensation was directly linked to performance. In comparison, the allocation of our NEOs’ incentive-based compensation at target to amounts directly linked to performance reflects a 2% increase from 2019 and a 3% increase from 2018 for these executives.

Base Salary

Base salary provides a baseline level of cash compensation to our NEOs and is a fixed expense for the Company. The Compensation Committee established base salaries for our NEOs considering a variety of factors, including:

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EXECUTIVE COMPENSATION

The Compensation Committee reviews the base salaries for our NEOs annually and at the time of a promotion or other change in responsibilities, and salaries may be adjusted after considering the above factors. The annual base salaries set forth in the table below are the minimum levels required in each executive’s respective employment agreement and are unchanged from 2019.

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 NEO’s compensation. Each NEO’s target for short-term incentive compensation for 2020, set forth in the table below, is determined based on an evaluation of the same factors used in setting base salaries.

In 2020, the Compensation Committee evaluated the compensation package provided to our NEOs in consultation with FW Cook. As part of the evaluation, the Compensation Committee examined compensation practices at comparable companies and considered the scope of each NEO’s responsibilities. After examining these factors and in light of our commitment to link NEO compensation to performance, the Compensation Committee determined it was appropriate to increase the 2020 target annual bonus for Ms. Bell and Mr. Pollack from $500,000 each in 2019 to $850,000 and $700,000, respectively.

Corporate Scorecard for Calculating Annual Bonus

The Compensation Committee uses a Corporate Scorecard to assist in its evaluation of NEO performance and awarding annual cash bonuses. The Scorecard establishes a framework that incentivizes and rewards behavior over a broad range of circumstances while remaining aligned with AGNC’s core value drivers. As described in greater detail below, the Corporate Scorecard is based on a mix of financial and strategic

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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 Corporate Scorecard, actual payouts can range from 0% to 150% of target for each metric, with category and metric weights as assigned by the Compensation Committee, and payouts for performance between each measure are determined through linear interpolation. The cash bonuses for Messrs. Kain and Federico were based solely on achievement of the scorecard measures. The other NEOs’ short-term cash incentives were based predominantly on the Corporate Scorecard measures and to a lesser extent on personal performance.

2020 Corporate Scorecard

The Compensation Committee annually reviews the appropriateness of the Corporate Scorecard and considers feedback from stockholders as part of their deliberations. In response to feedback we received during our investor outreach, we revised the Corporate Scorecard in 2019 by increasing the weighting to financial performance and realigning the strategic and operational objectives more directly with the Company’s value proposition to stockholders. The Compensation Committee applied the same basic framework to the 2020 Corporate Scorecard. As in prior years, the Compensation Committee set financial measures for the Scorecard in January 2020 following its evaluation of historic performance over a five-year period and our high-level forecast, among other factors. Based on its review, the Compensation Committee increased the rigor of the relative annual economic return measure by raising the base target to 1% (above peer group average) from 0% (equal to peer group average), with the threshold and outperformance bounds each also increased by 1% to reflect appropriate ranges based upon the historical distribution of results and other factors. Other Corporate Scorecard measures for 2020 remained unchanged relative to 2019. The Compensation Committee’s analysis included back-testing the financial measures against performance in the prior five-year period to evaluate hypothetical payout levels under current financial measures applied to those periods. The Compensation Committee also concluded that it remained appropriate to consider non-financial strategic and operational objectives as 25% of the overall Corporate Scorecard, and these objectives remained aimed at our value proposition to stockholders.

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. Consistent with our pay-for-performance philosophy and despite the market volatility and challenging operating environment borne out of the Pandemic, the Compensation Committee did not adjust the 2020 Scorecard after the onset of the Pandemic.

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EXECUTIVE COMPENSATION

The financial measures emphasized our focus on generating strong absolute and relative economic returns and maintaining a strong common stock trading price to tangible book value relative to our peers.

Our economic return reflects the overall return we generate on our common equity capital and is comprised of our dividends paid and the change in the tangible net asset 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 economic return as separate financial performance measures. Our inclusion of absolute economic return is reflective of our focus on generating positive economic returns for our stockholders and supporting our dividend, regardless of overall macroeconomic conditions. Relative 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 economic return, relative economic return requires out-performance relative to peers, all of which are subject to the same prevailing macroeconomic conditions. For 2020, our Compensation Committee set the target goal of absolute economic return at 10% and the target goal for relative economic return at 1% above the Agency REIT Peer Group average. These goals reflect the Committee’s view that an absolute economic return target of 10% would be appropriately challenging and that outperformance of the peer average by 1% should be the base target for relative economic return.

Our third financial measure is our stock price to tangible net asset value per share, or “price-to-book ratio.” Price-to-book ratio is a valuation metric utilized by most investors and research analysts and reflects the premium (or discount) to tangible net asset value of a company implied by the company’s stock price. As such, a favorable price-to-book ratio for AGNC relative to peers implies a favorable perception by the market of, or outlook for, AGNC relative to its peer group. We believe that our value proposition to stockholders – industry-leading returns, low-cost operating structure, disciplined risk management, stockholder focus, and significant scale and liquidity – positions AGNC for a premium valuation relative to our peer group. Our Compensation Committee has thus set our target price-to-book ratio at a significant premium of 3.5% to the Agency REIT Peer Group average.

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-book 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.

As noted above, our Compensation Committee believes our value proposition positions AGNC for a premium valuation. Our Compensation Committee seeks to drive management performance in these areas and focuses our strategic and operations efforts on the following components:

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EXECUTIVE COMPENSATION

Annual 2020 Corporate Scorecard Incentive Compensation Determination

Following a review of each of the components of the 2020 Corporate Scorecard, the Compensation Committee calculated a total scorecard payout for 2020 of 126.1%. A more detailed discussion regarding each of the elements included in the Corporate Scorecard is provided below.

2020 Financial Metric Results

Based on our 2020 Corporate Scorecard, a review of our 2020 financial performance indicated a 118.1% payout for the financial metric portion. Despite severe mortgage asset volatility associated with the Pandemic and the resulting -20.2% economic return for the first quarter of 2020, AGNC generated a positive economic return of 3.5% for the year. Although below the base 10% target adopted prior to the onset of the Pandemic, this level of economic return represented a remarkable recovery from the financial crisis driven by the Pandemic. AGNC significantly outperformed its peer group by over 30% on the relative economic return metric, as many peers suffered substantial realized losses in the first quarter and posted large book value declines for the year. This economic outperformance correspondingly drove a favorable valuation dynamic for AGNC, as our relative price-to-tangible book ratio was also materially in excess of our peer group by 9.1%.

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EXECUTIVE COMPENSATION

2020 Strategic and Operational Review

AGNC experienced unanticipated and unprecedented market and operating conditions in 2020 as a result of Covid-19, the economic impact of measures taken in response to the Pandemic, and the volatile political environment. Management led the Company through the unparalleled financial stress and the Pandemic, preserved AGNC’s equity capital, and implemented significant strategic and operational gains. The Compensation Committee analyzed the Company’s performance during the year against the scorecard framework and determined that the Company’s strategic and operational achievements during 2020 justified a payout of 150% for this component of the scorecard.

In reaching its decision, the Compensation Committee considered the market and operational dislocations faced concurrently by the Company in 2020 and management’s responses to them, which provide context for performance during the year:

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EXECUTIVE COMPENSATION

The Compensation Committee considered the Company’s performance against the four non-financial components of the Company’s value proposition to stockholders in determining that the Company had achieved 150% performance as against these objectives, as follows:

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Individual Bonus Decisions

Short-term incentives for Messrs. Kain and Federico in 2020 were based solely on achievement of the Corporate Scorecard measures. Based on the Compensation Committee’s assessment of the 2020 Corporate Scorecard, this resulted in a payout of 126.1% of target for Messrs. Kain and Federico.

Other NEOs’ short-term cash incentives were based predominantly on the Corporate Scorecard measures and to a lesser extent on individual performance. Mr. Kuehl was awarded a cash bonus at 120.9% of his target based on a relative weighting of the Corporate Scorecard at 80% and his personal performance at 20% (awarded at target). In evaluating his personal performance, the Compensation Committee considered his management of the Agency MBS portfolio during the unprecedented market volatility and throughout the year, noting our significant outperformance relative to our peers. In addition, the Compensation Committee considered Mr. Kuehl’s significant input into hedging and risk management decisions along with his valued input to our prepayment analysis and modeling assumptions. Ms. Bell and Mr. Pollack each were awarded 115.7% of their target bonus, which reflects a relative weighting of the Corporate Scorecard at 60% and their individual personal performance at 40% (awarded at target). For Ms. Bell, the Compensation Committee considered, among other things, her oversight of our treasury and accounting functions throughout the transition to a fully remote workforce and her implementation of additional monitoring procedures during the height of the market turmoil and in its aftermath. For Mr. Pollack, the Compensation Committee considered, among other things, his work in maintaining appropriate communication with the Board throughout the financial crisis in March and April and his critical role in evaluating and advising on our contracts and arrangements for funding during volatile market conditions. In addition, the Compensation Committee noted Mr. Pollack’s role in addressing the health and safety of our employees during the Pandemic, including the adoption of our employee retention plan and the implementation of workplace policies and procedures for our remote work environment and eventual return to the office.

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EXECUTIVE COMPENSATION

These 2020 bonus payments are reflected in the following table:

2021 Corporate Scorecard

As part of its annual compensation processes, the Compensation Committee adopts a Corporate Scorecard for the coming year after considering numerous factors, including continued alignment of the scorecard with the Committee’s overall compensation philosophy, the level of rigor of the goals and objectives, and any relevant feedback from stockholders. Based on its review, the Compensation Committee determined that the financial metrics and strategic goals and objectives included in the 2020 Corporate Scorecard remained appropriate for 2021, and that although AGNC achieved its outperformance objective on the relative economic return measure and above target on the relative price-to-book measure in 2020, the threshold, target, and outperformance levels remained appropriately challenging in the current post-financial crisis market environment. After adding three new peers in 2019 to the comparative group used in evaluating our compensation, the Compensation Committee concluded that no changes were necessary from the 2020 comparative group after considering the benefits of maintaining a consistent comparator group in evaluating year over year performance.

The Compensation Committee also determined that it remained appropriate to continue including non-financial strategic and operational objectives as 25% of the overall Corporate Scorecard, and these objectives remained tied to our value proposition to stockholders, as they were in 2020.

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 creation 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 economic returns of an unweighted average 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 our forecast. 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 measures, the number of shares vested will be determined through linear interpolation.

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EXECUTIVE COMPENSATION

2020 Long-Term Incentive Awards

In January 2020 as part of its ongoing review of our compensation program and the aggregate compensation paid to each of our NEOs, the Compensation Committee determined it was appropriate to increase the target long-term incentive awards for our NEOs (other than Mr. Kain) and to increase the allocation of performance-based incentive awards relative to time-based awards for our President and Chief Operating Officer and our Executive Vice President for Agency Portfolio Investments. In making this determination, the Committee consulted with FW Cook and considered a number of factors, including the feedback we received during our Fall 2019 stockholder engagement, the compensation practices at comparable companies, and our ongoing commitment to link NEO compensation to our long-term performance.

The 2020 long-term incentive awards made by the Compensation Committee in February 2020 were at each NEO’s target levels as specified in his or her respective employment agreement and are reflected in the following table:

The fair value of these awards as of their February 20, 2020 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 stockholder 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.

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EXECUTIVE COMPENSATION

In granting awards in 2020, the Compensation Committee also reviewed the measures used for performance-based RSUs and determined that it was appropriate to make the relative economic return measure more challenging by increasing the threshold, target, and outperformance award levels by 3% reflective of increases in rigor applied to the 2020 Corporate Scorecard. 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 2020.

The Compensation Committee also reviewed the performance measures used for the performance-based RSUs and determined that, consistent with its decision to retain the economic return measures established in 2020 for the 2021 Corporate Scorecard, the economic return measures for the performance-based awards used in 2020 remained appropriately challenging in the current market environment for awards to be made in 2021.

2018 Performance-Based Restricted Stock Unit Awards

The three-year performance period for the performance-based RSU awards made to our employees in March 2018 was completed on December 31, 2020. The performance calculations included absolute economic return measured from December 31, 2017 through December 31, 2020 and relative economic return as compared to an Agency mortgage REIT peer group determined at the time of the grant and measured from September 30, 2017 through September 30, 2020. AGNC generated an absolute economic return of +13.9% and relative economic return of +30.7% for the respective measurement periods, resulting in a vesting factor of 123.2% of the target number of shares for the 2018 performance-based RSUs, as validated by the Compensation Committee. Unless deferred by the NEO, distribution of shares in settlement of these awards will occur on March 15, 2021, provided that the recipient remains employed by the Company on that 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 77 of this proxy statement. These measures were established in 2018 based on then anticipated ranges of performance deemed to be appropriately challenging based on the Compensation Committee’s analyses, including back-testing.

64    AGNC INVESTMENT CORP. – Proxy Statement

EXECUTIVE COMPENSATION

2021 Compensation Changes

In December 2020, we announced that Gary Kain, our Chief Executive Officer and Chief Investment Officer, would transition to the role of Executive Chairman of the Company effective July 1, 2021. Pursuant to the Company’s succession plan, Mr. Federico will succeed Mr. Kain as our Chief Executive Officer and Mr. Kuehl will succeed Mr. Kain as Chief Investment Officer. Following the Compensation Committee’s consultation with FW Cook and due authorization, the Company entered into amended employment agreements with each of Messrs. Kain, Federico, and Kuehl to adjust their compensation in anticipation of each of their revised roles. Details of their anticipated 2021 compensation are provided in the table below. Each of their target long-term incentive compensation awards will continue to consist of 67% performance based RSUs and 33% time-vesting RSUs.

In January 2021, the Compensation Committee also evaluated the compensation package provided to our other NEOs in consultation with FW Cook. As part of the evaluation, the Compensation Committee examined compensation practices at comparable companies and considered the roles and functions performed by Ms. Bell and Mr. Pollack. Based on that review, and consistent with the Compensation Committee’s pay for performance philosophy, the Compensation Committee determined it was appropriate to increase the 2021 target annual bonus and long-term incentive award for Ms. Bell and Mr. Pollack. Ms. Bell’s target annual bonus was increased by $150,000, and her long-term incentive award was increased by $225,000. Mr. Pollack’s target annual bonus and long-term incentive award were each increased by $150,000. Following these compensation changes, 50% of both Ms. Bell’s and Mr. Pollack’s long-term incentive compensation will continue to be in the form of performance-based awards.

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EXECUTIVE COMPENSATION

The chart below details compensation for our NEOs in 2021. As discussed in this proxy statement, the base salary and target incentive compensation of each of Messrs. Kain, Federico, and Kuehl will be adjusted effective July 1, 2021 to reflect each of their new roles and responsibilities.

Savings and Health and Welfare Benefits