Christopher Kuehl
About Christopher Kuehl
Christopher J. Kuehl (age 51) is Executive Vice President and Chief Investment Officer (CIO) of AGNC, serving as CIO since July 2021 and EVP since November 2016; he previously served as SVP (March 2012–October 2016) and before AGNC held senior mortgage investment roles at Freddie Mac (joined 2000) and TeleBank/E*TRADE Bank . Under the compensation scorecard he helps execute against, AGNC delivered a 2024 absolute annual economic return of 13.2%, outperformed Agency REIT peers by 13.4 percentage points on relative annual economic return, and sustained a 18.9 percentage point premium on price-to-tangible book ratio; since IPO, AGNC’s total stock return is 389% versus 109% for the FTSE NAREIT Mortgage REITs Index (context for pay-for-performance alignment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AGNC | Chief Investment Officer | Jul 2021–present | Leads investment strategy across Agency MBS; portfolio and risk oversight consistent with scorecard metrics . |
| AGNC | Executive Vice President | Nov 2016–present | Executive leadership spanning investment, risk, and strategy functions . |
| AGNC | Senior Vice President | Mar 2012–Oct 2016 | Senior investment leadership prior to EVP promotion . |
| Freddie Mac | Vice President, Mortgage Investments & Structuring | 2000–2012 | Directed purchases, sales, and structuring for all MBS products (fixed, ARMs, CMOs) . |
| TeleBank/E*TRADE Bank | Portfolio Manager | Pre-2000 | Portfolio management responsibilities (pre-Freddie Mac) . |
External Roles
No current external public directorships or committee roles are disclosed for Kuehl in the 2025 proxy’s executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 900,000 | 900,000 |
Notes: 2024 target annual bonus opportunity disclosed at $2,700,000; the Compensation Committee weighting for Kuehl’s short-term incentive was 70% corporate scorecard and 30% individual performance .
Performance Compensation
Annual Cash Bonus (structure and 2024 outcome)
| Item | Detail |
|---|---|
| Target bonus ($) | 2,700,000 (unchanged from 2023) |
| Weighting (Kuehl) | 70% Corporate Scorecard / 30% Individual performance |
| 2024 Corporate Scorecard payout | 159.5% of target (company-wide) |
| 2024 Kuehl payout factor | 141.7% of target |
| 2024 actual bonus ($) | 3,825,900 |
Annual bonus history (actuals):
| Year | Actual Bonus ($) |
|---|---|
| 2022 | 1,512,000 |
| 2023 | 3,496,500 |
| 2024 | 3,825,900 |
2024 Corporate Scorecard Metrics (financial components aggregate 75% of scorecard)
| Metric | Weight | Target | Actual 2024 | Payout insight |
|---|---|---|---|---|
| Absolute Annual Economic Return | 25% | 10.0% | 13.2% | Above target; contributed to 174.3% payout on financial metrics . |
| Relative Annual Economic Return vs Agency REIT peers | 35% | +1.0 pp | +13.4 pp | Above “outperformance” level (≥+10.0 pp) . |
| Relative Price-to-Tangible Book Ratio vs peers | 15% | +1.0 pp | +18.9 pp | Above “outperformance” level (≥+10.0 pp) . |
| Strategic & Operational Objectives (aggregate) | 25% | Set annually | Rated 115% | Delivered ≤ improvements incl. automation, fraud controls, data resiliency, IR expansion . |
Long-Term Incentive Awards (RSUs only; no options)
AGNC uses RSUs exclusively under its equity plan; no stock options are granted, avoiding option repricing and leverage risk .
2024 LTI Grants (grant date March 1, 2024):
| Grant | Grant date | Target shares (#) | Maximum shares (#) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|---|
| Time-vested RSUs | 3/1/2024 | 126,826 | — | 1,215,000 | Ratable over ~3 years + 0.5 months in equal annual installments . |
| Performance-vested RSUs | 3/1/2024 | 126,826 | 253,652 | 1,215,000 | Cliff at ~2 years 11.5 months; payout 0–200% based on 3-year performance . |
Performance-vested RSUs (2024 grant) performance curve:
| Metric (50% weight each) | Below threshold | Threshold | Target | Outperformance | Payout factor |
|---|---|---|---|---|---|
| Absolute 3-Year Economic Return | <0.0% | 0.0% | 30.0% | ≥60.0% | 0% / 0% / 100% / 200% |
| Relative 3-Year Economic Return vs peers (pp) | <(4.5) | (4.5) | 3.0 | ≥10.5 | 0% / 0% / 100% / 200% |
PSU vesting result for 2022 grant:
| Grant year | Absolute 3-yr ER | Relative 3-yr ER (pp) | Vesting factor | Settlement timing |
|---|---|---|---|---|
| 2022 | -19.2% | +6.8 | 75.5% | Distributed on or about first trading day after Feb 15, 2025 (cliff vest) . |
Option exercises/stock vested in 2024 (realized):
| Shares vested (#) | Value realized ($) |
|---|---|
| 179,777 | 1,725,310 |
Equity Ownership & Alignment
Stock ownership and policies:
- Executive stock ownership guideline for CIO: 4x base salary; must retain ≥50% of shares from vesting until guideline met; unvested PSUs excluded; all NEOs were in compliance as of Feb 21, 2025 .
- Anti-hedging and anti-pledging policy prohibits hedging, pledging, margin loans, and short sales by executives and directors, reinforcing alignment and reducing forced-sale risk .
Ownership (as of Feb 21, 2025; per company guideline methodology):
| Category | Shares (#) |
|---|---|
| Beneficially owned | 579,304 |
| Unvested (counts under guidelines) | 153,739 |
| Vested/deferred | — |
| Total (guideline count) | 733,043 |
Outstanding equity awards at FY-end (Dec 31, 2024):
| Grant date | Type | Unvested units (#) | Market value ($) |
|---|---|---|---|
| 3/1/2022 | Time-vested RSUs | 33,008 | 304,004 |
| 3/1/2022 | Performance-based RSUs (earned factor 75.5%) | 151,806 | 1,398,133 |
| 3/1/2023 | Time-vested RSUs | 100,446 | 925,108 |
| 3/1/2023 | Performance-based RSUs (assumed 115%) | 173,267 | 1,595,789 |
| 3/1/2024 | Time-vested RSUs | 143,319 | 1,319,968 |
| 3/1/2024 | Performance-based RSUs (assumed 100%) | 143,319 | 1,319,968 |
Vesting cadence notes:
- Time-based RSUs vest in equal annual tranches with next vest date March 15, 2025; performance RSUs cliff vest approximately 2 years 11.5 months after grant subject to performance .
Employment Terms
Severance and change-of-control (CoC) economics for Kuehl (assumes termination on 12/31/2024; $9.21 stock price per SEC methodology):
| Scenario | Severance multiple | Severance ($) | Pro-rata/earned bonus ($) | Accelerated equity ($) | COBRA reimbursements ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause / Good Reason (no CoC) | 1.5x salary+target bonus | 5,400,000 | 3,825,900 | 6,862,970 | 52,236 | 16,141,106 |
| Termination without cause / Good Reason in CoC window (double-trigger) | 2.0x salary+target bonus | 7,200,000 | 3,825,900 | 6,862,970 | 52,236 | 17,941,106 |
| Death or Disability | — | — | 3,825,900 | 6,862,970 | 52,236 | 10,741,106 |
Additional terms and governance:
- “Double-trigger” equity acceleration under the 2016 Equity Plan in connection with a Change of Control if not assumed/continued or upon qualifying termination .
- Employment agreements include covenants on non-competition, non-solicitation, and confidentiality; severance tied to “without cause”/“good reason” constructs; pro-rata bonus treatment on qualifying separation .
- Clawback policy applies to performance-based compensation (three-year lookback) in the event of accounting restatements per SEC/Nasdaq rules .
- No tax gross-ups; no option repricing; no special perquisites; no SERP/pension benefits; executives participate in standard 401(k) with company match .
Compensation Structure Analysis
- Pay mix is materially performance-based: Kuehl’s target LTI split evenly between performance RSUs and time-vested RSUs, with PSUs measured on 3-year absolute and relative economic returns (0–200% payout), directly linking realized pay to multi-year value creation .
- Short-term incentives hinge on economic return and valuation-relative metrics; 2024 company financial component paid at 174.3% on strong absolute ER and peer outperformance; Kuehl’s total bonus at 141.7% reflects 70% corporate/30% individual weighting .
- Base salary remained flat at $900,000 across 2022–2024; 2023–2024 LTI grant fair values were stable at $2.43M, indicating restraint and consistency in equity grant sizing through volatility .
- Governance signals supportive of alignment: 92% say‑on‑pay support in 2024; no hedging/pledging; robust stock ownership guidelines (CIO 4x salary) with compliance achieved .
Compensation Peer Group and Benchmarking
- AGNC does not formally benchmark NEO compensation to a fixed peer median/percentile given business-model differences; the Committee reviews practices across selected mortgage REITs and asset managers for context while using a performance comparator group of six Agency REITs for incentive metrics .
Equity Ownership & Alignment (Risk Flags)
- Pledging and hedging are prohibited for executives, reducing alignment and forced-sale risks; ownership guidelines enforce ongoing skin‑in‑the‑game via a 50% post‑vest retention requirement until targets are met .
- Option risk is absent (RSUs only); this avoids underwater option repricing and exercise-timing risks .
- Near‑term vesting overhang is transparent: time‑based tranches vest each March 15; 2022 PSU tranche settled Feb 2025 at 75.5% of target—investors can monitor routine supply but should not infer selling without Form 4 data .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay received 92% support at the 2024 Annual Meeting; the company reported extensive investor engagement across conferences, roadshows, and outreach .
Investment Implications
- Alignment: Heavy multi‑year PSU weighting tied to absolute and relative economic returns, strict anti‑hedging/pledging, and a 4x salary ownership guideline materially align Kuehl’s incentives with shareholders .
- Retention and transition risk: Double‑trigger CIC protection (2.0x multiple) and standard severance (1.5x) with COBRA and equity acceleration reduce unwanted attrition but raise potential one‑time costs in change‑events; covenants mitigate competitive risk .
- Trading signals: Regular March vesting and the February 2025 settlement of 2022 PSUs increase potential share supply visibility; absence of options and anti‑pledging lessen forced selling dynamics (actual selling requires monitoring of Form 4s) .
- Governance and pay quality: Strong 2024 scorecard outperformance driving above‑target variable pay, coupled with high say‑on‑pay support and no tax gross‑ups/perks/SERP, indicate a shareholder‑friendly construct that is sensitive to multi‑year value creation rather than asset‑growth metrics .