Bernice Bell
About Bernice Bell
Bernice E. Bell, 53, is Executive Vice President and Chief Financial Officer of AGNC. She has served as CFO since March 2018 and as EVP since January 2022, previously holding Chief Accounting Officer (2016–2018), VP (2011–2016), and Controller (2008–2015) roles; prior experience includes Price Waterhouse LLP and controller roles at telecom and software companies, and Vice President/Controller at American Capital, Ltd. (2003–2009) . Her incentive pay is tied to AGNC’s corporate scorecard and multi‑year economic return metrics (absolute and relative to the Agency REIT peer group), with 2024 short-term bonus paid at 135.7% of target, reflecting strong corporate and individual performance . Long-term RSUs emphasize 3-year absolute and relative economic return, with payouts ranging from 0% to 200% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AGNC Investment Corp. | Executive Vice President | Jan 2022–present | Senior finance leadership, CFO responsibilities |
| AGNC Investment Corp. | Chief Financial Officer | Mar 2018–present | Oversight of finance, reporting, controls; recognized for automation of quarterly close and improved cash management controls in 2024 |
| AGNC Investment Corp. | Chief Accounting Officer | Jan 2016–Mar 2018 | Led accounting and reporting functions |
| AGNC Investment Corp. | Vice President | Apr 2011–Jan 2016 | Finance and accounting leadership |
| AGNC Investment Corp. | Controller | 2008–Dec 2015 | Built accounting processes during growth phase |
| American Capital, Ltd. | Vice President and Controller | Jul 2003–Dec 2009 | Corporate controller responsibilities at public investment company |
| Privately-held telecom/software companies | Vice President and Controller | Jul 1998–Jun 2003 | Controller roles in technology sectors |
| Price Waterhouse, LLP | Staff (Accounting) | Jul 1994–Jun 1998 | Early career in public accounting |
External Roles
No public company directorships or external board roles disclosed for Ms. Bell .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $750,000 | $750,000 |
| Target Annual Bonus ($) | $1,725,000 | $1,725,000 |
Performance Compensation
Annual Cash Bonus (2024)
| Component | Weighting | Target Bonus ($) | Actual Payout ($) | Payout % of Target | Notes |
|---|---|---|---|---|---|
| Corporate Scorecard + Individual Performance | 60% Corporate / 40% Individual | $1,725,000 | $2,340,825 | 135.7% | Individual rating 100%; contributions included automated quarterly close tools and improved cash management controls |
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Time-Vested RSUs | 3/1/2024 | 78,288 | $750,000 | Ratable over 3 years and one-half month in equal annual installments | N/A |
| Performance-Vested RSUs (Target) | 3/1/2024 | 78,288 (0–156,576 max) | $750,000 (at 100% target) | Cliff vest 2 years and 11.5 months after grant, subject to 3-year performance period | 50% absolute economic return; 50% relative economic return vs Agency REIT Peer Group; payout 0–200% |
2024 Stock Awards Vested
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Bernice E. Bell | 90,939 | $873,447 |
Equity Ownership & Alignment
| Category (as of Feb 21, 2025) | Shares (#) |
|---|---|
| Beneficially Owned | 139,897 |
| Unvested | 90,968 (net of anticipated tax withholdings) |
| Vested/Deferred | 18,783 (vested, non-forfeitable, subject to clawback) |
| Total (Guideline Calculation) | 249,648 |
- Ownership guidelines: 3x base salary for CFOs; retain at least 50% of net shares from vesting until guidelines met; all NEOs in compliance as of Feb 21, 2025 .
- Beneficial ownership %: less than 1% of 915,463,675 shares outstanding .
- Anti-hedging/pledging: hedging, pledging, margin loans, short sales, and derivative transactions prohibited for executives and directors .
- Clawback: adopted Oct 2023; recovery of performance-based compensation in case of accounting restatement; 3-year lookback .
Employment Terms
Severance and Change-of-Control Economics (Illustrative Payments)
| Scenario | Severance Amount ($) | Cash Bonus ($) | Accelerated Equity ($) | Insurance Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause / For Good Reason | 2,475,000 | 2,340,825 | 4,004,103 | 34,824 | 8,854,752 |
| Same, in connection with Change in Control | 3,712,500 | 2,340,825 | 4,004,103 | 52,236 | 10,109,664 |
| Death or Disability | — | 2,340,825 | 4,004,103 | 34,824 | 6,379,752 |
- Multiples: 1.0x salary + target bonus for termination without cause / good reason; 1.5x for change of control (CoC) scenario; pro rata bonus and equity acceleration apply; COBRA reimbursements up to 12 months for Ms. Bell .
- CoC protection period: 24 months for Ms. Bell .
- No tax gross-ups; anti-hedging/pledging; clawback applies to performance-based compensation .
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: sizeable annual bonus and LTI RSUs; at least 50% of LTI is performance-based for NEOs .
- 2024 short-term bonus paid at 135.7% of target, driven by corporate scorecard and individual performance; signals strong execution in finance operations and controls .
- LTI structure shifted toward RSUs (time- and performance-based), with 3-year performance periods and 0–200% payout curves based on absolute and relative economic returns versus Agency REIT peers; encourages long-term value creation and relative outperformance .
- Governance safeguards: clawback policy (3-year lookback), ownership guidelines, and prohibition of hedging/pledging; no single-trigger severance or option repricing; no tax gross-ups .
Say-on-Pay & Shareholder Feedback
- 2024 investor engagement disclosed “high levels of stockholder support” for proxy proposals and alignment of compensation practices with stockholder interests; no significant concerns voiced about executive compensation program .
Equity Ownership & Alignment Commentary
- Skin-in-the-game: 249,648 shares counted under ownership guidelines (beneficial, unvested time RSUs net of taxes, and vested/deferred), indicating meaningful alignment, though beneficial ownership remains under 1% given AGNC’s large float .
- Retention pressures: time-vested RSUs vest annually over ~3 years; performance RSUs cliff-vest near the third anniversary—potentially concentrating vesting events and related selling to cover taxes around those dates .
Investment Implications
- Alignment and incentives: Bell’s comp is tied to AGNC’s economic return (absolute and relative) and corporate scorecard outcomes, supporting pay-for-performance and long-term alignment through 3-year RSU structures .
- Retention risk: CoC protection (24 months) and severance multiples (up to 1.5x salary+target bonus) plus equity acceleration reduce voluntary/separation risk; governance policies further support stability .
- Trading signals: RSU vesting cadence and 2024 realized value on vesting ($873k) suggest periodic supply from tax-related share sales; anti-hedging/pledging policy mitigates leverage risk and forced selling .
- Execution track record: 2024 bonus rationale cites automation of quarterly closing and improved cash controls, a positive indicator of operational rigor in finance functions .