Peter Federico
About Peter Federico
Peter J. Federico (58) is President & CEO of AGNC (since July 2021) and a Director (since 2021). He previously served as President (since 2018), COO (2018–2021), EVP & CFO (2016–2018), and SVP & Chief Risk Officer (2011–2016). Earlier, he spent over two decades at Freddie Mac, including EVP & Treasurer (2010–2011) overseeing a $1.2T interest-rate derivatives portfolio and debt issuance programs . In 2024 AGNC delivered a 13.2% annual economic return, materially above the Agency REIT peer average (+7.6 pp), with premium price-to-tangible book value and sector-low operating costs; in Q3’25, AGNC posted a 10.6% quarterly economic return amid tightening MBS spreads .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AGNC Investment Corp. | President & CEO; Director | CEO since Jul 2021; Director since 2021 | Led capital raising and portfolio strategy; maintained premium P/TBV vs peers and delivered top-tier economic returns in 2024 . |
| AGNC Investment Corp. | President; Chief Operating Officer | 2018–2021 | Drove operations and investment execution; prepared succession to CEO . |
| AGNC Investment Corp. | EVP & CFO | 2016–2018 | Oversaw finance during internalization and growth phase . |
| AGNC Investment Corp. | SVP & Chief Risk Officer | 2011–2016 | Built enterprise and portfolio risk frameworks post-internalization . |
| Freddie Mac | EVP & Treasurer | 2010–2011 | Managed retained portfolio strategy, $1.2T IR derivatives, and debt programs; designed risk mitigation . |
| Freddie Mac | Various roles incl. SVP, Asset & Liability Management | 1988–2010 | Led ALM and MBS investment activities; extensive rate-risk management . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed beyond AGNC . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 900,000 | 900,000 |
| 401(k) Match/Other ($) | 18,300 | 19,800 | 20,700 |
| Perquisites | None above reporting thresholds | None | None |
Notes:
- CEO base salary maintained at $900,000 in 2024; no change vs 2023 .
- No special perquisites; standard benefits consistent with all employees .
Performance Compensation
Annual Cash Incentive (Corporate Scorecard)
| Metric (Weight) | Target | Actual | Payout vs Metric | Notes |
|---|---|---|---|---|
| Absolute Annual Economic Return (25%) | 10.0% | 13.2% | Above target (part of 174.3% financial payout) | Economic return = dividends + change in tangible BVPS . |
| Relative Annual Economic Return vs Agency REIT Peers (35%) | +1.0 pp | +13.4 pp | ≥ outperformance band | Peer set: NLY, ARR, DX, IVR, ORC, TWO . |
| Relative Price-to-Tangible Book Ratio (15%) | +1.0 pp | +18.9 pp | ≥ outperformance band | Valuation premium alignment . |
| Strategic & Operational Objectives (25%) | Preset objectives | Above target | 115.0% | Efficiency, risk, capital mgmt, ESG . |
| Weighted Corporate Scorecard Payout | — | — | 159.5% | Determined by Compensation Committee . |
CEO 2024 Short-Term Incentive Award: $7,177,500 (159.5% of $4.5M target) .
Long-Term Incentives (RSUs)
| Grant Date | Type | Units/Target | Grant Date Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 3/1/2024 | Time-vested RSUs | 172,233 | 1,650,000 | Ratably over 3 years + 0.5 months in equal annual installments | n/a |
| 3/1/2024 | Performance-vested RSUs (Target/Max) | 349,686 / 699,372 | 3,350,000 (at target) | Cliff at ~2 years 11.5 months after grant (3-year performance period) | 50% Absolute 3Y Econ Return; 50% Relative 3Y Econ Return with Threshold/Target/Max of <0/0/30/≥60% (abs) and <−4.5/−4.5/+3.0/≥+10.5 pp (rel) . |
Realization data:
- 2024 vested stock: 280,723 shares vested; realized value $2,693,855 .
- 2022 Performance RSUs vested at 75.5% of target on performance; distribution on or about first trading day after Feb 15, 2025 vesting date .
Total 2024 Compensation (CEO): Salary $900,000; Bonus $7,177,500; Stock Awards $5,000,000; Other $20,700; Total $13,098,200 .
Pay Governance and Safeguards
- No option repricing, no tax gross-ups, no single-trigger severance; clawback policy adopted Oct 2023 (3-year lookback) .
- Ownership guidelines: CEO 6x salary; must retain 50% of net shares until compliance; all NEOs in compliance as of Feb 21, 2025 .
Equity Ownership & Alignment
| As of Feb 21, 2025 | Beneficially Owned (#) | Unvested (#) | Vested/Deferred (#) | Total for Guidelines (#) | % of Shares Outstanding |
|---|---|---|---|---|---|
| Peter J. Federico | 930,023 | 238,203 | 185,015 | 1,353,241 | <1% (star) |
Additional alignment features:
- Anti-hedging and anti-pledging policy for executives and directors; no margin loans or short sales permitted .
- Employee directors (including CEO) receive no director fees; independent directors receive cash retainers and RSUs .
Supply/overhang indicators:
- Outstanding unvested awards at 12/31/2024: time-based RSUs 194,630 (market value $1,792,542), performance-based RSUs 395,162 (market/payout value $3,639,442 at assumed 100%) .
- 2022 PBRSU distribution (75.5% factor) settled near Feb 15, 2025, potentially contributing to vesting-related liquidity around that date .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement/Role | Employment agreement in place; CEO and Director . |
| Severance (No CIC) | 1.5x (salary + target bonus), paid over 18 months; pro rata bonus; up to 18 months COBRA reimbursement; acceleration of unvested equity . |
| Severance (Double-Trigger CIC, 21-month window) | 2.0x (salary + target bonus) lump sum; pro rata target bonus; up to 18 months COBRA; acceleration of unvested equity . |
| Non-Compete/Non-Solicit | Post-employment restrictive covenants for a restricted period; confidentiality obligations . |
| Clawback | SEC/Nasdaq-compliant policy adopted Oct 2023; restatement-based recovery with 3-year lookback . |
| Estimated Termination Values (12/31/2024 price $9.21) | Termination without cause/good reason: $29.36M; With CIC: $32.06M; Death/Disability: $21.26M (includes accelerated equity) . |
Board Governance
- Board service: Director since 2021; not independent (employee director); no committee assignments listed for CEO .
- Leadership structure: Chair and CEO roles separated; Gary Kain is Executive Chair; Prue Larocca is Lead Independent Director & Vice Chair with robust authority (e.g., leads independent sessions, collaborates on agendas, evaluation of CEO/Executive Chair) .
- Independent oversight: 7 of 9 directors independent; Audit and Compensation committees fully independent; routine executive sessions of independents .
- Attendance: Board reported 100% attendance at 95% of Board and committee meetings in 2024 (not broken out by director) .
- Employee directors do not receive board compensation; only independent directors receive fees/equity .
Say-on-Pay, Peer Group, and Shareholder Feedback
- 2024 say-on-pay support: 92% approval of advisory vote on executive compensation .
- Performance comparator (for incentives): Agency REIT Peer Group = NLY, ARR, DX, IVR, ORC, TWO .
- Engagement: 2024 outreach to top 50 holders (85% of institutional common), numerous investor meetings; general support for compensation and governance practices .
Performance & Track Record
- 2024 results: 13.2% annual economic return; 113.4% average P/TBV; lowest operating expense ratio vs peers .
- Q3’25 results: 10.6% quarterly economic return; stable leverage (~7.6x); strong liquidity; constructive MBS outlook under lower volatility and improving spread backdrop .
- Company context: Since IPO (May 2008) through 12/31/2024, total stock return of 389% with $14.0B dividends declared; for context only (pre-dates CEO tenure) .
Compensation Structure Analysis
- Mix shifts and alignment: CEO’s 2024 target total direct compensation is heavily at risk; 48% LTI with two-thirds performance-based aligns with long-horizon returns and relative value creation .
- Metrics rigor: Financial scorecard emphasizes absolute and peer-relative economic return and valuation premium; targets maintained YoY after back-testing; 2024 outperformance drove 159.5% payout .
- Equity design: 3-year performance RSUs with absolute and relative economic return metrics; 2022 PBRSUs paid at 75.5% (downside realized), demonstrating pay-for-performance symmetry .
- Governance: No single-trigger acceleration; no perquisite programs; anti-hedging/pledging; robust clawback; independent consultant (FW Cook) with no conflicts .
Risk Indicators & Red Flags
- Related-party transactions: None in 2024 .
- Hedging/pledging: Prohibited for executives/directors .
- Equity repricing/tax gross-ups: Not permitted; none disclosed .
- Insider trading/pressure: 2024 vestings (280,723 shares) and Feb 2025 PBRSU settlement may create episodic post-vesting liquidity; no Form 4 details provided in proxy; monitor filings around mid-February each year for sales linked to tax withholding/liquidity .
Equity Ownership Guidelines & Compliance
- CEO guideline: 6x base salary; in compliance as of Feb 21, 2025 .
- Beneficial ownership: 930,023 shares; total counted toward guidelines 1,353,241 shares (includes unvested time-based and vested/deferred RSUs per policy) ; overall beneficial ownership <1% of outstanding .
Employment & Contracts
- Contract economics (CEO): 1.5x cash multiple (salary+target bonus) outside CIC; 2.0x in double-trigger CIC; pro rata bonus; COBRA; equity acceleration; restrictive covenants .
- Estimated severance values reflect meaningful equity acceleration; substantial retention effect .
Investment Implications
- Pay-performance linkage is tight: 2024 outperformance on absolute and relative economic return and sustained valuation premium translated into a 159.5% bonus payout; equity remains majority performance-conditioned over a multi-year horizon, aligning with TSR and book value accretion drivers .
- Vesting calendar can drive trading flows: Annual March time-vest tranches and late-February PBRSU settlements (e.g., 2022 PBRSUs at 75.5% factor) may add episodic selling (tax/ liquidity), worth monitoring around mid-February–mid-March windows .
- Retention risk appears low near term: Competitive fixed pay, high at-risk mix with above-target payouts, substantial unvested RSUs, and robust severance/change-of-control protections reduce flight risk for the CEO; anti-hedging/pledging and ownership guidelines reinforce alignment .
- Governance mitigates dual-role concerns: CEO is also a Director but not Chair; independent Lead Director with strong authorities and fully independent committees provide counterbalance; employee directors receive no board fees, limiting compensation conflicts .
- Forward indicators: Management’s constructive Agency MBS outlook, leverage/liquidity posture, and policy backdrops (Fed, GSE reform) support earnings and book value resilience, which feeds into performance RSU outcomes and potential future bonus payouts; monitor spread/volatility trajectory and book value path into 2026 vesting cycles .
If you’d like, I can add latest Form 4 insider trade details (dates/volumes/prices) and a vesting/supply calendar by month using insider-trades data and recent award schedules.