Equity Incentive Plan (Notes)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Long-Term Incentive Compensation

Stock-Based Incentive Plans

Under our 2016 Equity and Incentive Compensation Plan (the "2016 Equity Plan"), we may grant equity-based compensation in the form of stock options, stock appreciation rights, restricted shares, RSUs, performance shares, PSUs, dividend equivalents and certain other awards denominated or payable in, or otherwise based on, shares of our common stock, plus cash incentive awards, for the purpose of providing our non-employee directors, officers and other employees incentives and rewards for service or performance. The 2016 Equity Plan authorizes a total of 10 million shares our common stock that may be used to satisfy awards under the plan, subject to the share counting rules set forth within the plan. The Compensation Committee of our Board of Directors determines awards to be granted under our 2016 Equity Plan and the terms of such awards. Prior to establishing our 2016 Equity Plan, we granted equity-based awards to independent directors per the terms of our AGNC Equity Incentive Plan for Independent Directors (the "Director Plan"). The Director Plan was terminated in December of 2016 and replaced by our 2016 Equity Plan. Outstanding awards under the Director Plan continued in effect in accordance with their terms.

During fiscal years 2018, 2017 and 2016, we granted RSU awards to employees with a grant date fair value of $4 million, $4 million and $2 million, respectively, which vest annually over a three-year period. Additionally, during fiscal year 2018, we granted fully vested RSU awards to employees with a grant date fair value of $4 million in exchange for satisfaction and conversion of AGNC's obligations of an equivalent value under outstanding long-term incentive compensation awards granted to employees under the MTGE Incentive Plan ("RSU Exchange Awards") (see Other Long-Term Incentive Compensation below). During fiscal years 2018, 2017 and 2016, we granted RSU awards to independent directors of $500,000, $500,000 and $625,000, respectively, which vest over a 12 to 13 month period.

The following table summarizes RSU awards under our 2016 Equity Plan for fiscal years 2018, 2017 and 2016:



2016 Equity Incentive Plan	RSU Awards		Weighted Average Grant Date Fair Value ¹		Weighted Average Vest Date Fair Value
Unvested balance as of December 31, 2015	—		$	—	$	—
Granted	101,407		$	17.89	$	—
Accrued RSU dividend equivalents	968		$	—	$	—
Unvested balance as of December 31, 2016	102,375		$	17.72	$	—
Granted	238,203		$	19.52	$	—
Accrued RSU dividend equivalents	32,498		$	—	$	—
Vested	(37,602	)	$	16.08	$	20.42
Forfeitures	(246	)	$	18.29	$	—
Unvested balance as of December 31, 2017	335,228		$	17.46	$	—
Granted ²	261,036		$	18.05	$	—
Accrued RSU dividend equivalents	56,618		$	—	$	—
Vested ²	(150,423	)	$	16.52	$	18.60
Forfeitures	(546	)	$	16.98	$	—
Unvested balance as of December 31, 2018	501,913		$	16.08	$	—

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1.	Accrued RSU award dividend equivalents have a weighted average grant date fair value of $0.


2.	Excludes 185,285 of RSU Exchange Awards.

The following table summarizes RSU and restricted stock transactions under the Director Plan for fiscal years 2017 and 2016:



Director Plan	Shares of Restricted Stock		RSU Awards		Weighted Average Grant Date Fair Value ¹		Weighted Average Vest Date Fair Value
Unvested balance as of December 31, 2015	5,000		31,431		$	21.44	$	—
Granted	—		33,015		$	18.93	$	—
Accrued RSU dividend equivalents	—		3,527		$	—	$	—
Vested	(5,000	)	(46,538	)	$	20.00	$	18.99
Unvested balance as of December 31, 2016	—		21,435		$	17.49	$	—
Accrued RSU dividend equivalents	—		1,032		$	—	$	—
Vested	—		(22,467	)	$	16.69	$	20.15
Unvested balance as of December 31, 2017	—		—		$	—	$	—

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1.	Accrued RSU award dividend equivalents have a weighted average grant date fair value of $0.

During fiscal years 2018 and 2017, we granted PSU awards to employees under our 2016 Equity Plan, which vest at the end of a three-year period provided that specified performance criteria are met. The performance criteria are based on a formula tied to our achievement of long-term economic returns consisting of the change in tangible net book value and dividends paid per common share on an absolute basis and relative to a select group of our peers. The fair value of the PSU awards granted during fiscal years 2018 and 2017 as of the grant date was $5 million and $5 million, respectively, assuming the target levels of performance are achieved, but the actual value will vary within a range of 0% to 200% of target based on actual performance achieved relative to the targets. The following table summarizes PSU awards under our 2016 Equity Plan for fiscal years 2018 and 2017. We did not issue PSU awards during fiscal year 2016.



2016 Equity Incentive Plan	PSUs at Target Performance Level	Weighted Average Grant Date Fair Value ¹
Unvested balance as of December 31, 2016	—	$	—
Granted	250,609	$	19.39
Accrued PSU dividend equivalents	22,767	$	—
Vested	—	$	—
Unvested balance as of December 31, 2017	273,376	$	17.78
Granted	272,228	$	17.98
Accrued PSU dividend equivalents	61,171	$	—
Vested	—	$	—
Unvested balance as of December 31, 2018	606,775	$	16.08

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1.	Accrued PSU award dividend equivalents have a weighted average grant date fair value of $0.

As of December 31, 2018, 7.9 million shares remained available for awards under the 2016 Equity Plan. For purposes of determining the total number of shares available for awards under the 2016 Equity Plan, available shares are reduced by (i) shares issued for vested RSU awards, net of units withheld to cover minimum statutory tax withholding requirements paid by us in cash on behalf of the employee and (ii) outstanding unvested awards, (iii) outstanding previously vested awards, if distribution of such awards has been deferred beyond the vesting date ("deferred awards"), and (iv) accrued dividend equivalent units on outstanding awards through December 31, 2018. Unvested performance-based awards assume the maximum payout under the terms of the award. As of December 31, 2018, 0.3 million of deferred awards were outstanding.

During fiscal years 2018, 2017 and 2016, we recognized compensation expense of $6.1 million, $3.1 million and $28 thousand, respectively, for stock-based awards to employees and we recognized other operating expense of $0.5 million, $0.5 million and $0.7 million, respectively, for stock-based awards to independent directors. As of December 31, 2018, we had unrecognized expense related to stock-based awards of approximately $11 million, which is expected to be recognized over a weighted average period of 1.7 years.

Other Long-Term Incentive Compensation

During fiscal years 2018 and 2017, we granted long-term incentive compensation awards to employees under our MTGE Incentive Plan (the "Incentive Plan"), with original grant date fair values of $2 million and $2 million, respectively. Awards granted under the Incentive Plan were used to purchase shares of MTGE common stock on the open market and vested annually over a three-year period. Following the sale of MTGE and the resultant termination of the MTGE management agreement, all of the outstanding unvested awards under the Incentive Plan were fully vested (see Note 12). Deferred awards, or awards for which distribution of such awards had been deferred beyond the vesting date, were converted into AGNC RSU Exchange Awards of equal value under the 2016 Equity Plan. During fiscal years 2018 and 2017, we recognized long-term incentive compensation expense associated with awards under the Incentive Plan of $5 million and $1 million, respectively.

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

The following table summarizes RSU awards under our 2016 Equity Plan for fiscal years 2018, 2017 and 2016:



2016 Equity Incentive Plan	RSU Awards		Weighted Average Grant Date Fair Value ¹		Weighted Average Vest Date Fair Value
Unvested balance as of December 31, 2015	—		$	—	$	—
Granted	101,407		$	17.89	$	—
Accrued RSU dividend equivalents	968		$	—	$	—
Unvested balance as of December 31, 2016	102,375		$	17.72	$	—
Granted	238,203		$	19.52	$	—
Accrued RSU dividend equivalents	32,498		$	—	$	—
Vested	(37,602	)	$	16.08	$	20.42
Forfeitures	(246	)	$	18.29	$	—
Unvested balance as of December 31, 2017	335,228		$	17.46	$	—
Granted ²	261,036		$	18.05	$	—
Accrued RSU dividend equivalents	56,618		$	—	$	—
Vested ²	(150,423	)	$	16.52	$	18.60
Forfeitures	(546	)	$	16.98	$	—
Unvested balance as of December 31, 2018	501,913		$	16.08	$	—

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1.	Accrued RSU award dividend equivalents have a weighted average grant date fair value of $0.


2.	Excludes 185,285 of RSU Exchange Awards.

Share-based Compensation, Performance Shares Award Outstanding Activity [Table Text Block]



2016 Equity Incentive Plan	PSUs at Target Performance Level	Weighted Average Grant Date Fair Value ¹
Unvested balance as of December 31, 2016	—	$	—
Granted	250,609	$	19.39
Accrued PSU dividend equivalents	22,767	$	—
Vested	—	$	—
Unvested balance as of December 31, 2017	273,376	$	17.78
Granted	272,228	$	17.98
Accrued PSU dividend equivalents	61,171	$	—
Vested	—	$	—
Unvested balance as of December 31, 2018	606,775	$	16.08

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1.	Accrued PSU award dividend equivalents have a weighted average grant date fair value of $0.

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

The following table summarizes RSU and restricted stock transactions under the Director Plan for fiscal years 2017 and 2016:



Director Plan	Shares of Restricted Stock		RSU Awards		Weighted Average Grant Date Fair Value ¹		Weighted Average Vest Date Fair Value
Unvested balance as of December 31, 2015	5,000		31,431		$	21.44	$	—
Granted	—		33,015		$	18.93	$	—
Accrued RSU dividend equivalents	—		3,527		$	—	$	—
Vested	(5,000	)	(46,538	)	$	20.00	$	18.99
Unvested balance as of December 31, 2016	—		21,435		$	17.49	$	—
Accrued RSU dividend equivalents	—		1,032		$	—	$	—
Vested	—		(22,467	)	$	16.69	$	20.15
Unvested balance as of December 31, 2017	—		—		$	—	$	—

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1.	Accrued RSU award dividend equivalents have a weighted average grant date fair value of $0.