Sean Reid
About Sean Reid
Sean P. Reid, 49, is Executive Vice President, Strategy and Corporate Development at AGNC and has served in this role since January 2022; he previously was Senior Vice President (July 2016–January 2022) and held corporate development and legal roles with American Capital and Covington & Burling prior to joining AGNC’s former manager in August 2013 . Compensation outcomes for 2024 reflected AGNC’s strong performance (economic return 13.2% vs 10% target; top-tier peer outperformance on relative economic return and price-to-tangible book) and strategic achievements (including $2.0B of accretive ATM equity issuance), with the Compensation Committee explicitly recognizing Mr. Reid’s leadership in investor relations and capital market activities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AGNC Investment Corp. | Senior Vice President | Jul 2016–Jan 2022 | Senior leadership in strategy and corporate development |
| AGNC former manager | Senior Vice President, Corporate & Business Development | Aug 2013–Jul 2016 | Corporate and business development for AGNC’s manager |
| American Capital, Ltd. | Vice President, Washington D.C. Buyouts | Prior to 2013 (dates not specified) | Private equity buyouts experience |
| American Capital, Ltd. | Assistant General Counsel | Prior to 2013 (dates not specified) | Corporate & securities legal expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Covington & Burling | Associate, Corporate & Securities | Prior to American Capital (dates not specified) | Transactional legal training; capital markets exposure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $650,000 | $650,000 |
| Target Annual Bonus ($) | $1,300,000 | $1,300,000 |
Performance Compensation
Annual Bonus – Corporate Scorecard Structure (2024)
| Metric | Weight | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Absolute Annual Economic Return | 25% | 10.0% | 13.2% | Payout continuum 0/50/100/200% of metric weight |
| Relative Annual Economic Return vs Agency REIT peers (pp) | 35% | +1.0 pp | +13.4 pp | Payout continuum 0/50/100/200% |
| Relative Price-to-Tangible Book Ratio vs peers (pp) | 15% | +1.0 pp | +18.9 pp | Payout continuum 0/50/100/200% |
| Strategic & Operational Objectives | 25% | Qualitative objectives | 115% rating | Qualitative score (weighted 25%) |
| Total Corporate Scorecard Payout | — | — | 159.5% | Financial metrics payout 174.3%; Strategic/Operational 115% |
Mr. Reid’s 2024 Bonus Outcome
| Component | Target ($) | Actual ($) | % of Target |
|---|---|---|---|
| Short-Term Incentive Award | $1,300,000 | $1,764,100 | 135.7% |
Long-Term Incentive Awards (RSUs only; AGNC has never granted options)
| Metric | 2024 Grant | Vesting | Performance Metrics |
|---|---|---|---|
| Time-Vested RSUs ($ fair value) | $520,000 | Three equal annual installments over ~3 years and 1.5 months; next vest 3/15/2025 | N/A |
| Performance-Vested RSUs ($ fair value at target) | $520,000 | Cliff vest ~2 years and 11.5 months after grant, subject to 3-year performance period | 50% absolute 3-year economic return; 50% relative 3-year economic return; 0/100/200% payout vs thresholds/targets |
| Equity Award Type Policy | RSUs only (no options) | — | — |
| Evidence | — | — | Company has never made awards other than RSUs |
Grant Detail – Units and Terms (by grant year)
| Grant Date | Time-Vested RSUs (units) | Performance-Vested RSUs Target (units) | Performance-Vested RSUs Max (units) | Vesting Terms |
|---|---|---|---|---|
| 3/1/2024 | 54,279 | 54,279 | 108,558 | Time-vest annual installments; Performance RSUs cliff vest after 2y 11.5m, 3-year performance |
| 3/1/2023 | 42,987 | 74,157 (assumed 115% of target in valuation) | — | Time-vest annual; Performance RSUs 3-year period, cliff vest per plan |
| 3/1/2022 | 11,420 | 52,550 (reflects 75.5% performance achievement) | — | Performance awards vested at 75.5% factor; settlement on/after first trading day after 2/15/2025 |
Equity Ownership & Alignment
| Ownership Element | Amount |
|---|---|
| Beneficially Owned Shares (#) | 154,389 |
| Unvested Shares (#) | 64,293 |
| Vested/Deferred Shares (#) | — |
| Total (Guideline Calculation) (#) | 218,682 |
| Ownership Guidelines | 3x base salary for executive officers other than CEO/CIO; retain at least 50% of shares from vesting until guideline met |
| Compliance Status | All NEOs in compliance as of Feb 21, 2025 |
| Anti-Hedging/Pledging | Directors and executive officers prohibited from hedging, pledging, margin loans, short sales |
| Shares Outstanding (for context) | 915.5 million common shares outstanding as of Feb 21, 2025 |
Note: Calculated ownership percentage ≈ 0.024% = 218,682 / 915,500,000, using reported totals .
Employment Terms
Severance and Change-of-Control Economics (as of 12/31/2024; scenario-based estimates)
| Scenario | Severance Amount ($) | Cash Bonus ($) | Accelerated Equity ($) | Insurance Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause or For Good Reason | 1,950,000 | 1,764,100 | 2,797,906 | 34,824 | 6,546,830 |
| Termination Without Cause/Good Reason in Connection with Change in Control | 2,925,000 | 1,764,100 | 2,797,906 | 52,236 | 7,539,242 |
| Death or Disability | — | 1,764,100 | 2,797,906 | 34,824 | 4,596,830 |
Key terms:
- Double-trigger CoC vesting/accelerations under the 2016 Equity Plan; equity awards may accelerate upon qualifying termination or if not continued/assumed post-CoC .
- Executive employment agreements (for NEOs including Mr. Reid) provide severance multiples of 1.0x salary+target bonus for base case and 1.5x for CoC scenarios (vs 1.5x/2.0x for CEO/CIO), plus pro-rata bonus and COBRA reimbursements; equity acceleration per plan .
- Non-compete, non-solicit, and confidentiality covenants are included in NEO employment agreements; restrictions apply for a specified period (duration not disclosed in proxy) .
- Clawback policy adopted October 2023 covering performance-based compensation in case of restatements (three-year lookback) .
- No tax gross-ups; no special perquisites; broad-based 401(k) match only .
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 650,000 | 650,000 |
| Bonus ($) | 1,628,900 | 1,764,100 |
| Stock Awards ($) | 1,040,000 | 1,040,000 |
| All Other Compensation ($) | 19,800 | 20,700 |
| Total ($) | 3,338,700 | 3,474,800 |
Performance & Track Record (Context)
- 2024 results: AGNC delivered 13.2% annual economic return, placed first in its Agency REIT Peer Group, and maintained a 113.4% average price-to-tangible book ratio vs 95.7% peer average; it issued $2.0B of common equity through its ATM at premiums to book, among other operational improvements .
- Compensation Committee cited Mr. Reid’s leadership in investor relations, expanded external messaging, and capital market execution, including the accretive ATM program, in awarding a 135.7% bonus outcome vs target .
- Say-on-pay support was 92% at the 2024 Annual Meeting .
Compensation Structure Analysis
- Incentive-heavy pay mix: For NEOs, at least 35% of target total direct compensation is LTI, with ≥50% of LTI performance-vested; short-term incentives are tightly linked to economic return and valuation metrics, with clear thresholds and maximums .
- Governance safeguards: No options, no repricing, no tax gross-ups, clawback policy, anti-hedging/pledging, and stock ownership guidelines (3x salary for Mr. Reid) with mandatory retention until compliance .
- Peer calibration: Relative metrics benchmark against a defined Agency REIT Peer Group to align payouts with sector outperformance .
Vesting Schedules and Insider Selling Pressure
- Time-vest RSUs vest annually in three equal installments; next vest date is March 15, 2025 for outstanding time-based awards .
- Performance RSUs cliff-vest ~2 years and 11.5 months after grant with a 3-year performance period and payouts ranging 0–200% based on absolute and relative economic return .
- Mandatory retention of at least 50% of shares received upon vesting until ownership guideline compliance mitigates net sale supply from vesting events .
Equity Ownership & Pledging
- Total guideline shares of 218,682 and compliance with 3x salary ownership guidelines as of Feb 21, 2025; hedging/pledging prohibited for executives and directors .
- No stock option overhang or complex option schedules; all equity is in RSUs .
Compensation Peer Group and Say‑on‑Pay
- Performance comparator peer group includes six Agency mREITs for relative metrics (ARR, DX, IVR, NLY, ORC, TWO) .
- 2024 say‑on‑pay approval at 92% reflects shareholder support of pay-for-performance design .
Investment Implications
- Alignment: Strong linkage of short- and long-term pay to economic returns and valuation premiums (absolute and relative), with rigorous ownership and clawback policies; this reduces misalignment and incentivizes capital-efficient growth .
- Retention risk: Moderate—Mr. Reid’s severance is 1.0x salary+target bonus (base case) and 1.5x for CoC, plus equity acceleration; mandatory retention and ongoing LTI awards further anchor incentives .
- Trading signals: Annual RSU vesting around mid-March and performance award vesting near late Q1 in applicable years could add supply, but retention requirements and anti-pledging/hedging policies dampen forced selling risk .
- Execution: The committee’s recognition of Mr. Reid’s IR and capital markets leadership in driving accretive ATM issuance suggests continued focus on premium-to-book capital formation—supportive of NAV accretion and valuation resilience if peer-relative metrics remain favorable .