Kenneth Pollack
Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary at AGNC Investment
Executive
About Kenneth Pollack
Kenneth L. Pollack, 57, serves as Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary of AGNC; he has been GC/CCO/Secretary since July 2016 and was promoted to EVP in January 2022 . In 2024, his annual cash bonus paid was 135.7% of target, reflecting the Compensation Committee’s assessment of strong corporate scorecard results and individual contributions (regulatory engagement, governance/compliance oversight, and support for capital markets activities) . His long-term incentives are evenly split between time-vested and performance-vested RSUs, with performance awards tied 50/50 to three-year absolute economic return and relative economic return versus an agency REIT peer group, aligning pay with shareholder value creation over a multi-year horizon .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AGNC Investment Corp. | Executive Vice President; General Counsel, Chief Compliance Officer, and Secretary | EVP: Jan 2022–present; GC/CCO/Secretary: Jul 2016–present | Leads legal and compliance; recognized for industry regulatory engagement, board oversight/compliance, and support of capital markets/business activities . |
| American Capital, Ltd. | Senior Vice President and Deputy General Counsel | 2004–2016 | Lead counsel for portfolio investment activities across Real Estate, U.S. Sponsor Finance, U.S. Buyouts, International Power, Special Situations, Operations, and Financial Restructuring . |
| Arnold & Porter | Associate (Corporate & Securities and Real Estate) | Pre‑2004 | Corporate/securities and real estate legal practice prior to joining American Capital . |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Bonus ($) | Target Bonus as % of Salary | Actual Bonus Paid ($) | Payout vs Target |
|---|---|---|---|---|---|
| 2022 | 500,000 | 1,000,000 | 200% | 801,000 | 80.1% |
| 2023 | 650,000 | 1,300,000 | 200% | 1,628,900 | 125.3% |
| 2024 | 650,000 | 1,300,000 | 200% | 1,764,100 | 135.7% |
Notes:
- Base salary remained $650k in 2023 and 2024; target bonus remained $1.3M (200% of salary) .
- Bonuses are driven predominantly by the Corporate Scorecard plus individual performance for non-CEO/Chair NEOs .
Performance Compensation
Long-Term Incentive (LTI) Structure and Metrics
- LTI mix for Pollack: 50% time-vested RSUs and 50% performance-vested RSUs (at target) in both 2023 and 2024 .
- Performance RSU metrics and thresholds for awards made in 2023 (retained in 2024):
- 50% weight: Absolute Three-Year Economic Return — Below Threshold <0.0% (0% payout), Threshold 0.0% (0%), Target 30.0% (100%), Outperformance ≥60.0% (200%) .
- 50% weight: Relative Three-Year Economic Return (vs Agency REIT Peer Group) — Below Threshold <(4.5), Threshold (4.5), Target 3.0, Outperformance ≥10.5; payouts linearly interpolate 0%/100%/200% .
- Awards cliff-vest after a three-year performance period (2 years 11.5 months from grant) for performance RSUs; time-vested RSUs vest ratably over roughly three years in equal annual installments .
Grants of Plan-Based Awards (RSUs)
| Grant Year | Grant Date | Time-Vested RSUs (#) | Time-Vested FV ($) | Performance RSUs Target (#) | Performance RSUs Max (#) | Performance RSUs FV ($) |
|---|---|---|---|---|---|---|
| 2022 | 3/1/22 | 25,404 | 330,000 | 51,578 | 103,156 | 670,000 |
| 2023 | 3/1/23 | 49,102 | 520,000 | 49,102 | 98,204 | 520,000 |
| 2024 | 3/1/24 | 54,279 | 520,000 | 54,279 | 108,558 | 520,000 |
Vested Awards (Realized on Vesting)
| Year of Vest | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| 2023 | 59,756 | 635,853 |
| 2024 | 72,960 | 700,622 |
Outstanding Equity Awards (as of 12/31/2024 – Pollack)
| Grant Date | Unvested Time-Based Units (#) | Market Value ($ at $9.21) | Unearned Perf. Units (#) | Perf. Payout Value ($ at $9.21) |
|---|---|---|---|---|
| 3/1/2022 | 12,696 | 116,930 | 58,387 | 537,744 |
| 3/1/2023 | 42,987 | 395,910 | 74,157 | 682,986 |
| 3/1/2024 | 61,338 | 564,923 | 61,338 | 564,923 |
Footnotes:
- Market value computed at $9.21 closing price on 12/31/2024 .
- 2022 performance RSUs reflect performance achievement of 75.5% of target; 2023 shown at 115% assumed performance; 2024 shown at 100% assumed performance (per proxy table footnotes) .
Equity Ownership & Alignment
| Date (per Guidelines) | Beneficially Owned (#) | Unvested Shares (#) | Vested/Deferred (#) | Total for Guideline (#) |
|---|---|---|---|---|
| Feb 24, 2023 | 24,192 | 32,327 | 76,705 | 133,224 |
| Feb 23, 2024 | 48,137 | 47,967 | 89,068 | 185,172 |
Additional alignment policies:
- Stock ownership guidelines: 3x base salary for “all other executive officers” (Pollack category); until met, must retain at least 50% of net shares received from vesting. All NEOs were in compliance as of Feb 23, 2024 .
- Anti-hedging and anti-pledging policy: directors and executive officers are prohibited from hedging, pledging, short selling, or derivative transactions on AGNC stock .
Employment Terms
- Employment agreements: AGNC maintains employment agreements with NEOs (including Pollack) that balance retention with shareholder protections (double-trigger change-of-control, restrictive covenants) .
- Severance (outside change-of-control): For Pollack, termination without cause or for good reason yields 1.0× (base salary + target annual cash bonus) paid over 12 months, pro rata target bonus for year of termination, up to 12 months COBRA reimbursements, and acceleration of unvested equity awards; similar terms apply to peers with role-based multiples .
- Severance (following change-of-control; double-trigger within 24 months): For Pollack, 1.5× (base salary + target bonus) in a lump sum, pro rata target bonus, up to 12 months COBRA reimbursements, and acceleration of unvested equity awards .
- Death or disability: pro rata bonus (assuming qualitative metrics at target), up to 12 months COBRA reimbursements for Pollack, and acceleration of unvested equity .
- Estimated 2023 termination values (illustrative as disclosed):
- Without cause/for good reason (non‑CoC): Total $5,660,091 (includes severance amount $1,950,000; cash bonus $1,628,900; accelerated equity $2,046,631; insurance benefits $34,560) .
- With CoC (double-trigger): Total $6,652,371 (severance amount $2,925,000; cash bonus $1,628,900; accelerated equity $2,046,631; insurance benefits $51,840) .
- Death or disability: Total $3,710,091 (cash bonus $1,628,900; accelerated equity $2,046,631; insurance $34,560) .
- Clawback: Adopted updated clawback policy in October 2023 to comply with SEC/Nasdaq; requires recovery of erroneously awarded performance-based compensation upon restatements, with a three-year lookback .
- Perquisites: NEOs did not have perquisites or personal benefits above reporting thresholds; “All Other Compensation” primarily 401(k) match .
- Governance safeguards: No tax gross-ups; no option repricing; no single-trigger severance/vesting .
Performance Compensation Details (Scorecard Outcomes)
| Year | Corporate/Individual Weighting (Pollack) | Bonus Payout vs Target |
|---|---|---|
| 2022 | Corporate 60% / Individual 40% | 80.1% |
| 2023 | Corporate 60% / Individual 40% | 125.3% |
| 2024 | Corporate 60% / Individual 40% | 135.7% |
Committee commentary for Pollack:
- 2024: Recognized for industry-wide regulatory/legislative engagement affecting Agency MBS, board reporting/oversight and compliance, and legal support for capital markets and business activities .
- 2023: Similar recognition with strong corporate performance amid market volatility .
- 2022: Credited for governance/compliance leadership and enhancing business continuity and resiliency during market stress .
Investment Implications
- Pay-for-performance linkage appears robust: variable cash outcome tied to a corporate scorecard (Pollack at 60% corporate/40% individual), with above-target payouts in 2023–2024 (125.3% and 135.7%), and LTI performance RSUs linked to three-year absolute/relative economic return, aligning with shareholder outcomes .
- Retention and alignment are supported by meaningful unvested equity, a 50% net-share retention rule until ownership guidelines are satisfied, and explicit prohibitions on hedging/pledging, reducing misalignment and forced-sale risks beyond tax withholdings at vesting .
- Change-of-control and severance economics are moderate in scale (1.0× outside CoC; 1.5× double-trigger), with pro rata bonus and equity acceleration; these terms, combined with non-compete and non-solicit covenants embedded in NEO agreements, mitigate abrupt departure risk while preserving flexibility .
- Ongoing regulatory engagement and legal/compliance leadership in Agency MBS markets are explicitly cited in compensation decisions for Pollack, suggesting continued influence on risk management, governance quality, and capital markets execution at AGNC .