DEF 14A of Mfa Financial, Inc.
Filed Apr 22, 2024 · FY20230001140361-24-021047
Board of Directors
Board of Directors The Board is responsible for directing the management of our business and affairs. The Board conducts its business through meetings and actions taken by unanimous written consent in lieu of meetings. During the year ended December 31, 2023, the Board held seven meetings and acted eleven times by unanimous consent in lieu of a meeting. Each of our directors then serving on the Board attended at least 75% of the meetings of the Board (and of the Board’s committees on which they then served) that were held in 2023. All directors then serving on the Board attended our 2023 Annual Meeting of Stockholders. The Board’s policy, as set forth in our Governance Guidelines, is to encourage and promote the attendance by each director at all scheduled meetings of the Board and all meetings of our stockholders.
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash $(1) | Stock/RSU Awards $(2) | Total $(3) | | Laurie S. Goodman | 120,000 | 265,000 | 385,000 | | Robin Josephs | 150,000 | 150,000 | 300,000 | | Francis J. Oelerich III | 150,000 | 150,000 | 300,000 | | Lisa Polsky | 133,750 | 150,000 | 283,750 | | Sheila A. Stamps | 120,000 | 150,000 | 270,000 | | Richard C. Wald | 120,000 | 150,000 | 270,000 |
2023 Non-Employee Director Compensation
| 1. | Amounts in this column represent, as applicable, the annual board retainer fees, annual committee chair fees and committee membership fees earned or paid to Non-Employee Directors for service in 2023. For Ms. Goodman and Mr. Wald, amount includes cash fees that the director elected to defer under the Non-Employee Directors Plan. |
2023 Non-Employee Director Compensation
| 2. | Amounts in this column represent the aggregate grant date fair value of such stock or RSU awards computed in accordance with FASB ASC Topic 718. During 2023, each Non-Employee Director was granted 13,358 fully-vested RSUs on June 7, 2023 (based on a price per share of $11.23, which was the closing price of the Common Stock on such day). In addition, Ms. Goodman, our non-executive Board Chair, was granted an additional 10,240 fully-vested RSUs on June 7, 2023 (based on the same price). The right to receive dividend equivalents was factored into the grant date fair value of the fully-vested RSUs reported in this column. A discussion of the assumptions underlying the calculation of RSU values may be found in Note 12 to our Consolidated Financial Statements on pages 118 to 122 of our 2023 Annual Report on Form 10-K. |
2023 Non-Employee Director Compensation
| 3. | Total compensation for Non-Employee Directors does not include dividend equivalents (which consist of a cash distribution equal to the cash dividend paid on a share of Common Stock) paid during 2023 in respect of the fully-vested RSUs granted to Ms. Goodman, Ms. Josephs, Mr. Oelerich, Ms. Polsky, Ms. Stamps and Mr. Wald. |
2023 Non-Employee Director Compensation
The following table summarizes certain additional information regarding cash amounts deferred by our Non-Employee Directors participating in the Non-Employee Directors Plan as of December 31, 2023.
2023 Non-Employee Director Compensation
| Name | Fair Market Value of Deferred Amounts at Jan. 1, 2023(1) $ | Cash Distribution Jan. 15, 2023 $ | Remaining Deferred Amount after Jan. 15, 2023 Distribution(2) $ | Fair Market Value of Deferred Amounts at Dec. 31, 2023(3) $ | | Laurie S. Goodman | 572,627 | — | 572,627 | 883,854 | | Robin Josephs | 403,181 | — | 403,181 | 525,593 | | Lisa Polsky | 216,501 | — | 216,501 | 282,234 | | Richard C. Wald | 216,803 | — | 216,803 | 419,996 |
2023 Non-Employee Director Compensation
| 1. | Amounts in this column represent the value of compensation deferred by the director (including dividend equivalents credited to hypothetical stock units) from the inception of the individual director’s elected participation in the Non-Employee Directors Plan, less cash distributions, if any, made at the termination of any elected deferral and payment period before the effect of distributions, if any, made during 2023. Amounts in this column represent the fair market value of stock units in the director’s deferred compensation account (including dividend equivalents credited to hypothetical stock units) based on the closing price of the Common Stock of $9.85 per share as reported on the NYSE on December 30, 2022 (the last trading day of the year). |
2023 Non-Employee Director Compensation
| 2. | Amounts in this column represent the value of the director’s deferred compensation account under the Non-Employee Directors Plan following the distributions, if any, made on January 15, 2023. |
2023 Non-Employee Director Compensation
| 3. | Amounts in this column represent the fair market value at December 31, 2023, of hypothetical stock units in the director’s deferred compensation account (including dividend equivalents credited to outstanding stock units) (based upon the closing price of the Common Stock of $11.27 per share reported on the NYSE on December 29, 2023 (the last trading day of the year), under the Non-Employee Directors Plan. |
2023 Non-Employee Director Compensation
The Non-Employee Directors are subject to a share retention/alignment requirement pursuant to which each Non-Employee Director is required to hold and maintain equity in MFA, which could include Common Stock and/or RSUs under the Non-Employee Directors Plan (collectively, the “Equivalent Shares”), in an amount equal to no less than three times (3x) the annual cash retainer
2023 Non-Employee Director Compensation
| MFA Financial, Inc. | 18 | 2024 Proxy Statement |
2023 Non-Employee Director Compensation
(currently $100,000 per year) payable to Non-Employee Directors. Generally, this retention requirement must be met within five years after becoming a director. As of the Record Date (close of business on April 8, 2024), all of our directors (other than Ms. Stamps, who was elected to the Board in December 2021) have met this retention requirement. The following table summarizes information regarding the number of Equivalent Shares owned by each of our current Non-Employee Directors as of the Record Date.
2023 Non-Employee Director Compensation
| Name | Shares of Common Stock Beneficially Owned # | Fully-Vested RSUs Owned # | Total Number of Equivalent Shares Owned # | | Laurie S. Goodman | 2,854 | 94,405 | 97,259 | | Robin Josephs | 28,828 | 69,633 | 98,461 | | Francis J. Oelerich III | 4,924 | 53,625 | 58,549 | | Lisa Polsky | -0- | 48,474 | 48,474 | | Sheila A. Stamps | -0- | 24,331 | 24,331 | | Richard C. Wald | -0- | 48,474 | 48,474 |
2023 Non-Employee Director Compensation
Non-employee directors are also eligible to receive other grants of Common Stock and phantom shares, as well as grants of stock options, under the Company’s Equity Compensation Plan. We also reimburse all Non-Employee Directors for reasonable travel and other expenses incurred in connection with attending Board, committee and stockholder meetings and other Company-sponsored events and/or other activities in which they engage or participate on our behalf. In addition, we provide all Non-Employee Directors with up to $500,000 of accidental death and dismemberment insurance while traveling to or attending Board, committee and stockholder meetings and other Company-sponsored events. Directors who are employees of the Company (currently, only Mr. Knutson) are not entitled to receive additional compensation for serving on the Board.
2023 Non-Employee Director Compensation
| MFA Financial, Inc. | 19 | 2024 Proxy Statement |
2023 Non-Employee Director Compensation
Proposal 1. Election of Directors
Board of Directors
Board of Directors In accordance with our Charter and Bylaws, the Board is currently comprised of seven (7) directors, Laurie S. Goodman, Robin Josephs, Craig L. Knutson, Francis J. Oelerich III, Lisa Polsky, Sheila A. Stamps and Richard C. Wald, and it is divided into three classes. One class of directors is elected at each annual meeting of our stockholders for a term of three (3) years. Each director holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal. The term of the Board’s Class II directors expires at the Annual Meeting. The terms of the other two classes of directors expire at MFA’s 2025 Annual Meeting of Stockholders (Class III directors) and MFA’s 2026 Annual Meeting of Stockholders (Class I directors). Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Ms. Josephs, Mr. Knutson and Ms. Stamps have been nominated by the Board to stand for election as Class II directors by the stockholders at the Annual Meeting to serve a term until our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. Ms. Josephs, Mr. Knutson and Ms. Stamps are currently directors of MFA, and each has consented to stand for election at the Annual Meeting. If the candidacy of Ms. Josephs, Mr. Knutson or Ms. Stamps should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidate or candidates (if any) as shall be nominated by the Board or the Board may determine to reduce its size. The Board has no reason to believe that Ms. Josephs, Mr. Knutson or Ms. Stamps would be unable or unwilling to serve as Class II directors. Set forth below is a summary of self-identified diversity characteristics for each of our directors, including Ms. Josephs, Mr. Knutson and Ms. Stamps, the nominees for election at the Annual Meeting. We also provide the same for our continuing Class I and Class III directors. The Board has determined that all of our current directors are qualified to serve as directors of the Company. The biographies of each of the Board’s nominees standing for election or re-election and of our continuing directors, which follow below, contain information regarding each person’s service as a director, business experience and education, director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Board and the Nominating and Corporate Governance Committee to determine that the person should serve as a director. In addition to the specific information set forth in their respective biographies, we believe that each of our directors also possesses the tangible and intangible attributes and skills that are important to being an effective director on the Board, including experience in areas of expertise relevant and beneficial to our business and industry, a willingness and commitment to assume the responsibilities required of a director of the Company and the character and integrity we expect of directors of the Company.
Board of Directors
| MFA Financial, Inc. | 20 | 2024 Proxy Statement |
Diversity of the Board
Diversity of the Board
Diversity of the Board
| | L. S. Goodman | R. Josephs | C. L. Knutson | F. J. Oelerich III | L. Polsky | S. A. Stamps | R. C. Wald | | Gender | | | | | | | | | Female | • | • | | | • | • | | | Male | | | • | • | | | • | | Ethnicity or Race | | | | | | | | | Black or African American | | | | | | • | | | White/ Caucasian | • | • | • | • | • | | • |
Diversity of the Board
| MFA Financial, Inc. | 21 | 2024 Proxy Statement |
Class II Director Nominees
Class II Director Nominees The following information is furnished regarding the nominees for election as our Class II directors by the holders of Common Stock.
Class II Director Nominees
| Robin Josephs AGE: 64 DIRECTOR SINCE: 2010 | From 2005 to 2007, Ms. Josephs was a managing director of Starwood Capital Group L.P., a private equity firm specializing in real estate investments. From 1986 to 1996, Ms. Josephs was a senior executive with Goldman, Sachs & Co. serving in the real estate group of the investment banking division and, later, in the equity capital markets division. Ms. Josephs has served since 2017 as a member of the board of directors of Safehold Inc., an investor in commercial real estate ground leases, where she serves as Chair of the audit committee and is a member of the nominating and governance and investment committees. In addition, Ms. Josephs has served since 2017 as a member of the board of directors of Starwood Real Estate Income Trust, Inc., a real estate investment trust investing primarily in commercial real estate and commercial real estate debt. Ms. Josephs also served as a member of the Board of Directors of iStar Inc. from 1998 to March 2023 until its merger with Safehold; of SVF Investment Corp. 2, a special purpose acquisition company sponsored by Softbank Investment Advisers, the investment manager to the Softbank Vision Funds from May 2021 to 2023; of Quinstreet, Inc. from 2013 to 2021; and of Plum Creek Timber Company, Inc. from 2003 until its sale to Weyerhaeuser Company in February 2016. Ms. Josephs is a trustee of the University of Chicago Cancer Research Foundation. Ms. Josephs received her B.S. degree (magna cum laude) from The Wharton School of the University of Pennsylvania (Phi Beta Kappa) and an M.B.A. from Columbia University. | | | WE BELIEVE THAT MS. JOSEPHS’ QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HER SIGNIFICANT KNOWLEDGE OF THE SPECIALTY FINANCE AND REAL ESTATE INDUSTRIES, HER EXTENSIVE EXPERIENCE IN THE INVESTMENT BANKING INDUSTRY, INCLUDING HER EXPERTISE IN PUBLIC AND PRIVATE REAL ESTATE FINANCE AND EQUITY CAPITAL MARKETS, HER SUBSTANTIAL SERVICE ON THE BOARDS AND COMMITTEES OF OTHER PUBLIC COMPANIES, HER EXPERIENCE WITH CORPORATE GOVERNANCE, FINANCE AND OTHER RELATED MATTERS. |
Class II Director Nominees
| MFA Financial, Inc. | 22 | 2024 Proxy Statement |
Class II Director Nominees
| Craig L. Knutson AGE: 64 DIRECTOR SINCE: 2017 | Mr. Knutson has served as MFA’s Chief Executive Officer and President since August 2017. Mr. Knutson was appointed Co-CEO of MFA in July 2017 and President and Chief Operating Officer in January 2014 and served in those capacities prior to his appointment as CEO and President in August 2017. Mr. Knutson served as our Executive Vice President from 2008 to 2013. From 2004 to 2007, Mr. Knutson served as Senior Executive Vice President of CBA Commercial, LLC, an acquirer and securitizer of small balance commercial mortgages. From 2001 to 2004, Mr. Knutson served as President and Chief Operating Officer of ARIASYS Inc., a software development company specializing in custom solutions for small to midsize businesses. From 1986 to 1999, Mr. Knutson held various progressive positions in the mortgage trading and mortgage finance departments of First Boston Corporation (later Credit Suisse), Smith Barney and Morgan Stanley. From 1981 to 1984, Mr. Knutson served as an Analyst and then Associate in the Investment Banking Department of E.F. Hutton & Company Inc. Mr. Knutson holds an M.B.A. from Harvard University and an A.B. (magna cum laude) from Hamilton College. | | | WE BELIEVE THAT MR. KNUTSON’S QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HIS POSITION AS OUR CHIEF EXECUTIVE OFFICER AS WELL AS HIS PRIOR SENIOR-LEVEL POSITIONS WITH MFA, HIS EXTENSIVE KNOWLEDGE OF MORTGAGE-BACKED SECURITIES, RESIDENTIAL MORTGAGE LOANS AND CAPITAL MARKETS, HIS SUBSTANTIAL KNOWLEDGE OF OUR BUSINESS OPERATIONS AND INVESTMENT STRATEGIES AND HIS OVERALL EXPERIENCE IN THE INVESTMENT BANKING INDUSTRY, INCLUDING HIS EXPERTISE IN CORPORATE FINANCE. |
Class II Director Nominees
| MFA Financial, Inc. | 23 | 2024 Proxy Statement |
Class II Director Nominees
| Sheila A. Stamps AGE: 66 DIRECTOR SINCE: 2021 | Ms. Stamps currently serves on the Board of Directors of Pitney Bowes Inc., a global shipping and mailing company that provides services to businesses and governments, where she also serves as Chair of the executive compensation committee and a member of the audit committee, and IQVIA Holdings Inc., a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry, where she serves on the audit committee. Ms. Stamps also served on the Board of Directors of Atlas Air Worldwide Holdings, Inc., a leading global provider of outsourced aircraft and aviation operating services from 2018 to March 2023, where she served as Chair of the audit and finance committee, and the Board of Directors of CIT Group, Inc., a financial holding company, from February 2014 to January 2022, where she served as a member of the audit and nominating & governance committees, as well as a member of the Board of CIT’s subsidiary, CIT Bank, N.A. From 2014 to 2018 Ms. Stamps served as a Commissioner and audit committee Chair on the Board of the New York State Insurance Fund, the state’s largest workers’ compensation insurance provider. From 2011 to 2012 she served as Executive Vice President at DBI, LLC, a private mortgage investment company. From 2008 to 2011 Ms. Stamps served as Director of Pension Investments and Cash Management at the New York State Common Retirement Fund, and from 2004 to 2005 she was a Fellow at the Weatherhead Center for International Affairs at Harvard University. From 2003 to 2004, Ms. Stamps served as a Managing Director and Head of Relationship Management, Financial Institutions, at Bank of America Corp. (formerly FleetBoston). From 1982 to 2003, she held a number of executive positions with Bank One Corporation (now JPMorgan), including Managing Director and Head of European Asset-Backed Securitization and Managing Director and Senior Originator of Asset-Backed Securitization. Ms. Stamps has a B.S. in Management Sciences from Duke University and an MBA in Finance from the University of Chicago. | | | WE BELIEVE THAT MS. STAMPS’ QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HER EXTENSIVE EXPERIENCE IN THE BANKING AND FINANCIAL SERVICES INDUSTRY, HER SIGNIFICANT KNOWLEDGE OF FINANCE AND THE U.S. CAPITAL MARKETS, HER EXPERIENCE AS A SENIOR EXECUTIVE WITH STRATEGY, RISK AND BUSINESS DEVELOPMENT EXPERTISE, HER SUBSTANTIAL SERVICE ON THE BOARDS AND BOARD COMMITTEES OF OTHER PUBLIC COMPANIES AND HER EXPERIENCE WITH CORPORATE GOVERNANCE AND OTHER RELATED MATTERS. | | | Vote | | | The Board recommends that stockholders vote “FOR” the election of each of Ms. Josephs, Mr. Knutson and Ms. Stamps as Class II Directors. |
Class II Director Nominees
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Continuing Class I Directors
Continuing Class I Directors The following information is furnished regarding our Class I directors (who will continue to serve on the Board until our 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify).
Continuing Class I Directors
| Laurie S. Goodman AGE: 68 DIRECTOR SINCE: 2014 | Ms. Goodman is currently an Institute Fellow at the Housing Finance Policy Center at the Urban Institute, a Washington, D.C.-based nonprofit organization dedicated to elevating the debate on social and economic policy. Ms. Goodman founded the Housing Finance Policy Center in 2013, and served as its director or co-director from 2013 through 2021. Prior to joining the Urban Institute, she was with Amherst Securities Group, L.P., a boutique broker dealer specializing in securitized products, where she had been a Senior Managing Director since late 2008 leading a group known for its analysis of housing policy issues. Prior to her tenure at Amherst Securities, Ms. Goodman was head of Global Fixed Income Research and Manager of U.S. Securitized Products Research at UBS and its predecessor firms from July 1993 through November 2008. Prior to her tenure with UBS, Ms. Goodman spent ten years in senior fixed income research positions at Citicorp, Goldman Sachs, and Merrill Lynch. She was also a mortgage portfolio manager at Eastbridge Capital and a Senior Economist at the Federal Reserve Bank of New York. Ms. Goodman also serves as a director of Arch Capital Group Ltd., a Bermuda-based insurance company, where she serves on its audit, underwriting oversight and nominating and governance committees. Ms. Goodman also served as a director of Homepoint Capital Inc., a residential mortgage originator and servicer, through August 2023, where she was a member of its Audit Committee and Chair of its Nominating and Corporate Governance Committee. Ms. Goodman has an A.M. and Ph.D. in economics from Stanford University and a B.A. in mathematics from the University of Pennsylvania. She has published more than 200 articles in professional and academic journals and co-authored and co-edited five books. Ms. Goodman was inducted into the Fixed Income Analysts Hall of Fame in 2009. | | | WE BELIEVE THAT MS. GOODMAN’S QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HER EXTENSIVE KNOWLEDGE OF MORTGAGE FINANCE, HOUSING POLICY ISSUES, THE FIXED INCOME CAPITAL MARKETS AND, IN PARTICULAR, THE MORTGAGE-BACKED SECURITIES MARKETS. |
Continuing Class I Directors
| Richard C. Wald AGE: 64 DIRECTOR SINCE: 2020 | Mr. Wald has served as Vice Chairman and a management (non-voting) member of the Board of Directors of Emigrant Bank, a privately held financial institution based in New York City, and its Vice Chairman, since 2012. In addition, Mr. Wald has served as Chief Regulatory Officer of Emigrant Bank since 2009 and Chairman and Chief Executive Officer of each of Emigrant Mortgage Company, and Emigrant Funding Corporation since 2011. Mr. Wald has also been an Adjunct Professor of Law at the Zicklin School of Business of Baruch College since 2013. Mr. Wald was an associate with the law firm of Fried, Frank, Harris, Shriver and Jacobson from 1986 to 1992 and was an Honors Program Attorney with the Federal Deposit Insurance Corporation from 1984 to 1986. Mr. Wald received a J.D. from the Boston University School of Law and a B.A. from the State University of New York at Stony Brook. | | | WE BELIEVE THAT MR. WALD’S QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HIS EXTENSIVE EXPERIENCE IN MORTGAGE BANKING AND HIS EXTENSIVE KNOWLEDGE OF LEGAL, REGULATORY AND COMPLIANCE MATTERS IN THE MORTGAGE BANKING INDUSTRY. |
Continuing Class I Directors
| MFA Financial, Inc. | 25 | 2024 Proxy Statement |
Continuing Class III Directors
Continuing Class III Directors The following information is furnished regarding our Class III directors (who will continue to serve on the Board until our 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify).
Continuing Class III Directors
| Francis J. Oelerich III AGE: 63 DIRECTOR SINCE: 2019 | Mr. Oelerich has been a Managing Director of XMS Capital Partners, a global, independent financial services firm providing investment banking, asset management and merchant banking services, since 2018. Prior thereto, Mr. Oelerich was a Managing Director in the Mergers & Acquisitions Department of Deutsche Bank Securities, Inc. from 2008 to 2017. Prior to Deutsche Bank, Mr. Oelerich worked in investment banking for Morgan Stanley & Co. Incorporated from 1982 to 1984 and from 1986 to 2008, rising to the level of Managing Director. Mr. Oelerich received an M.B.A. from Harvard University, where he was elected a George F. Baker Scholar and named a Loeb, Rhoades Fellow, and a B.B.A. (with high honors) from the University of Notre Dame. | | | WE BELIEVE THAT MR. OELERICH’S QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HIS EXTENSIVE EXPERIENCE IN THE INVESTMENT BANKING INDUSTRY, INCLUDING HIS EXPERTISE IN CORPORATE FINANCE AND HIS EXTENSIVE EXPERIENCE ADVISING PUBLIC COMPANY BOARDS OF DIRECTORS ON MERGERS AND ACQUISITIONS AND OTHER STRATEGIC MATTERS. |
Continuing Class III Directors
| MFA Financial, Inc. | 26 | 2024 Proxy Statement |
Continuing Class III Directors
| Lisa Polsky AGE: 67 DIRECTOR SINCE: 2020 | Ms. Polsky has served as a member of the Board of Directors of HSBC Bank USA, N.A. since January 2023. She also serves as a member of the Board of Directors and member of the audit committee of Vertex Holdco, Inc., the privately-held parent of VeriFone, a provider of technology and services for point-of-sale electronic payment transactions. She was previously a member of the Board of Trustees of Guardian Life’s Variable Products Trust, from 2016-2022, where she chaired the audit committee. Ms. Polsky also served as a member of Deutsche Bank AG’s U.S. Board from 2016 through October 2021, where she chaired the risk committee. Ms. Polsky also served on the Board of Directors of Piper Jaffray from 2007 to 2016, where she chaired the audit committee and the compensation committee. She also recently served as a member of the Advisory Council of ConsenSys Software, Inc., a blockchain software technology company, from 2020 to 2022. She was previously a Senior Risk Advisor to each of AQR Capital Management LLC, an investment management firm, and Ultra Capital, a venture capital firm. Prior thereto, Ms. Polsky served as Chief Risk Officer at CIT, a financial holding company, from 2010 to 2016, and she was Chief Risk Officer of Morgan Stanley earlier in her career. Ms. Polsky began her career building derivative trading and hedge fund businesses at Citibank and Bankers Trust. Ms. Polsky holds a B.S. in International Business and Economics from New York University. | | | WE BELIEVE THAT MS. POLSKY’S QUALIFICATIONS TO SERVE ON THE BOARD INCLUDE HER EXTENSIVE RISK MANAGEMENT EXPERIENCE FOR SOPHISTICATED FINANCIAL SERVICES FIRMS AND HER SUBSTANTIAL SERVICE ON THE BOARDS AND COMMITTEES OF OTHER PUBLIC AND PRIVATE COMPANIES IN THE FINANCIAL SERVICES SECTOR AND HER EXPERIENCE WITH CORPORATE GOVERNANCE, FINANCE AND OTHER RELATED MATTERS. |
Continuing Class III Directors
In accordance with our Charter and Bylaws, vacancies occurring on the Board as a result of death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority of the remaining directors in office, and any director elected to fill a vacancy holds office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is duly elected and qualifies. There is no familial relationship among any of the members of our Board or executive officers.
Continuing Class III Directors
| MFA Financial, Inc. | 27 | 2024 Proxy Statement |
Continuing Class III Directors
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm On March 6, 2024, the Audit Committee of the Board appointed KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024. The Board is asking stockholders to ratify the Audit Committee’s appointment of KPMG LLP for 2024. In the event that stockholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other accounting firms for the subsequent year. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company. KPMG LLP first audited our financial statements beginning with the year ended December 31, 2011. One or more representatives of KPMG LLP are expected to be present at the Annual Meeting and will be provided with an opportunity to make a statement if so desired and to respond to appropriate inquiries from stockholders.
Introduction
| • | The reasons for paying each element of compensation to the Named Executives Officers, including the methodology for competitive benchmarking and the use of peer groups. |
Introduction
| • | How compensation levels are determined, including the performance measures used for performance-based compensation and factors taken into account in the Compensation Committee’s determination that those measures are appropriate. |
2023 Compensation Summary
| • | In accordance with pay-for-performance principles, 2023 annual incentive compensation for Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn was primarily determined formulaically by MFA’s 2023 financial performance. Mr. Knutson was paid overall annual incentive compensation for the 2023 Performance Period (December 1, 2022 to November 30, 2023) of $1,827,325. Mr. Knutson’s annual incentive compensation for 2023 reflected a payment to him of 91.4% of his overall “target” annual incentive award of $2,000,000 for 2023, as compared to the overall annual incentive compensation of $2,250,000 paid to him for the 2022 performance period, which reflected a payment of 112.5% of his overall “target” annual incentive award for that year (which “target” was also $2,000,000). |
2023 Compensation Summary
In addition, Mr. Kristjansson and Mr. Wulfsohn were each paid overall annual incentive compensation for the 2023 Performance Period of $1,005,029. Similar to Mr. Knutson’s annual incentive award, each of Mr. Kristjansson’s and Mr. Wulfsohn’s annual incentive compensation for 2023 reflected a payment to the executive of 91.4% of his overall
2023 Compensation Summary
“target” annual incentive award of $1,100,000 for 2023, as compared to the overall annual incentive compensation of $1,068,750 paid to each executive for the 2022 performance period, which reflected a payment of approximately 112.5% of his overall “target” annual incentive award for that year (which “target” was $950,000 for 2022). The decrease in annual incentive compensation for each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn for 2023 as compared to 2022 was a reflection of a decrease for the 2023 Performance Period in the component of each executive’s annual bonus that is formulaically determined as compared to the formulaically-determined portion of their bonus for the 2022 performance period, which was driven principally by the Compensation Committee’s decision to increase the performance levels required to achieve the “target” and “maximum” payouts under this component of the bonus for the 2023 Performance Period. The decrease in annual incentive compensation for each executive was also driven by the Compensation Committee’s determination to decrease the payout level of the discretionarily determined component of each executive’s compensation.
2023 Compensation Summary
| • | Year-end vesting and realized value of long-term incentive awards granted to Named Executive Officers in 2021 were adversely affected by the substantial decline in the price of MFA’s Common Stock over the course of the three-year vesting and performance period for such awards. The substantial overall decline in our Common Stock price suffered during the three-year period ended December 31, 2023, had a negative impact on the realized value of the time-based restricted stock units (“TRSUs”) that had been granted to our Named Executive Officers in early 2021 and vested at the end of 2023. The decline in our stock price also had a negative impact on the vesting and realized value of the performance-based restricted stock units (“PRSUs”) granted in early 2021 with a three-year performance period that ended December 31, 2023. More specifically, at their vesting on December 31, 2023, the value of the TRSUs that had been granted to each Named Executive Officer in early 2021 had declined approximately 25% from the TRSUs’ grant date value (see 2023 Realized Compensation table below). In addition, as a result of the absolute and relative performance of MFA’s Common Stock during the three-year period ended December 31, 2023, approximately 93.9% of the “target” number of PRSUs granted to the Named Executive Officers in early 2021 ultimately vested, such that the actual value realized on the PRSUs reflected 90.7% of the grant date value of the “target” number of PRSUs (see 2023 Realized Compensation below). |
2023 Compensation Summary
| • | 60% of 2023 long-term equity awards to Named Executive Officers were performance-based. Of the long-term equity-based incentive awards (in the form of TRSUs and PRSUs) granted to each of the Named Executive Officers in January 2023, approximately 60% (as measured by grant date value) were performance-based awards that will “cliff” vest based on our absolute TSR (in the case of one-half of such awards) and our TSR relative to a group of internally- and externally-managed residential mortgage REITs (in the case of the other half of such awards), in each case for the three-year period from January 1, 2023 to December 31, 2025, with the number of awards to ultimately vest ranging from zero to two times a “target” number. The remaining approximately 40% of the long-term equity-based incentive awards granted to our Named Executive Officers were time-based awards that “cliff” vest after three years. These long-term awards act to further align the interests of our management team and our stockholders over a multi-year period. The long-term equity awards granted to each of the Named Executive Officers during 2023 are further described on pages 43 to 45 and pages 47 to 49 of this Proxy Statement under the heading “2023 Long-Term Equity-Based Incentive Awards.” |
Compensation Philosophy and Objectives
| • | Align the interests of the senior executive team with the interests of our stockholders by motivating executives to increase long-term stockholder value consistent with appropriate levels of leverage and risk; |
Compensation Benchmarking/Use of Peer Groups
Compensation Benchmarking/Use of Peer Groups The Compensation Committee benchmarks from time to time the compensation levels and practices relating to our Named Executive Officers and other executive officers against industry-based compensation levels and practices. While it is the Compensation Committee’s goal to provide compensation opportunities that reflect Company and individual performance and that are competitive within industry standards, the Compensation Committee has not established a specific target market percentile for executive officer pay levels, as pay practices and compensation levels among participants in our industry can vary significantly from one year to the next such that the use of a specific target market position would not necessarily reflect the Compensation Committee’s assessment of performance as the primary driver of pay levels. The Compensation Committee has, in general, undertaken an annual review of MFA’s peer group methodology. The Compensation Committee has engaged in these reviews in part because it historically had been difficult to develop a peer group for executive compensation purposes in the residential mortgage REIT sector due to the significant number of companies in the sector that were, until the last few years, externally advised. These externally advised companies had few, if any, employees that were compensated directly and/or fully by the REIT. Rather, such persons’ compensation was paid by the external manager of the REIT, and as a result, the REIT itself was required to disclose publicly little to no compensation information regarding its executives. Furthermore, the Compensation Committee believed that any peer group for compensation purposes that was comprised solely of internally advised residential mortgage REITs would not have been a large enough group to provide meaningful comparative information. In light of the “internalization” of several residential mortgage REITs over the past few years, additional compensation information has become available for the Compensation Committee to consider as it makes decisions regarding the structure, design and pay levels of our executive compensation program. Nonetheless, a significant number of companies in the residential mortgage REIT sector continue to remain externally advised, which limits the amount of compensation information that is available to inform the Compensation Committee. Because of the limited compensation information available for mortgage REITs, the Compensation Committee has developed a peer group that extends beyond mortgage REITs. This peer group also includes a number of other real estate-focused finance companies in both the residential and commercial sectors, the executives of which are required to have similar skills and experience as the executives of MFA, including the evaluation of credit risk, interest rate risk and allocation of capital (which are skills required in
Compensation Benchmarking/Use of Peer Groups
| MFA Financial, Inc. | 36 | 2024 Proxy Statement |
Compensation Benchmarking/Use of Peer Groups
connection with the evaluation of residential whole loans, business purpose loans, residential mortgage-backed securities and other residential mortgage-related assets). In addition, the Compensation Committee has also considered for inclusion in the peer group companies that identify MFA as a peer, that identify peers as peers in their own peer group, and companies that have, in prior years, been identified by the proxy advisory firms as being comparable to MFA in their evaluation of MFA in connection with developing their annual Say-on-Pay vote recommendation. The Compensation Committee notes that the peer group does not include externally managed mortgage REITs because comprehensive compensation data for their executives are generally not publicly available. In addition, the Compensation Committee has not included generally higher-paying private equity firms and hedge funds with which MFA must compete for executive talent. These organizations have not been included in the peer group because they have different business economics and pay models from ours and because comprehensive compensation data for these firms are generally not publicly available. With the above in mind, in the summer of 2023, the Compensation Committee, in consultation with its independent consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), identified the following companies against which Company performance would be compared and compensation practices would be reviewed (the majority of which are the same companies identified by the Compensation Committee to inform its 2022 compensation decisions):
Compensation Benchmarking/Use of Peer Groups
| AGNC Investment Corp. (AGNC) | Ladder Capital Corp. (LADR) | | Arbor Realty Trust, Inc. (ABR) | Mr. Cooper Group, Inc. (COOP) | | BrightSpire Capital, Inc. (BRSP) | New York Mortgage Trust, Inc. (NYMT) | | Broadmark Realty Capital, Inc. (BRMK) | PennyMac Financial Services, Inc. (PFSI) | | Chimera Investment Corporation (CIM) | Redwood Trust, Inc. (RWT) | | Dynex Capital Inc. (DX) | Two Harbors Investment Corp. (TWO) | | Granite Point Mortgage Trust (GPMT) | Walker & Dunlop, Inc. (WD) |
Compensation Benchmarking/Use of Peer Groups
For 2023, the Compensation Committee removed Virtus Investment Partners Inc. from the peer group to prioritize companies with business activities viewed as most directly comparable to those of MFA. Except for the removal of Virtus Investment Partners, the Compensation Committee made no other modifications to the companies comprising the peer group for 2023 from those that it had used to inform its compensation decisions in 2022.
Components of Compensation
| • | Annual bonus awards, which are paid in cash, are intended to motivate and reward the Company’s short-term financial and operational performance, as well as short-term individual performance; and |
Components of Compensation
| • | Long-term incentive awards (“LTIAs”), which are designed to support our objectives of aligning the interests of executive officers with those of our stockholders, promote value creation and long-term performance and retain executive officers. |
Key Elements of Compensation
Base Salary. We provide the Named Executive Officers with annual base salaries to provide them with a base level of guaranteed compensation for their services provided during the term of their employment. From time to time, the Compensation Committee reviews market analyses and considers the advice of its independent compensation consultant in setting base salaries. Consistent with the Compensation Committee’s overall philosophy, the compensation program for the Named Executive Officers is expected to continue to emphasize incentive compensation over base salary. However, the Compensation Committee does not have a pre-set mix or target of base salary to incentive compensation awards for the Named Executive Officers. Annual Incentives. For 2023, we had the following types of annual incentive programs for our Named Executive Officers:
Key Elements of Compensation
| • | Pursuant to the terms of his employment agreement, a portion of each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn’s annual incentive award was formulaically determined based on the achievement of objective performance goals established by the Compensation Committee and a lesser portion of each executive’s annual incentive award was determined based on the discretion of the Compensation Committee. As described below, each component of Messrs. Knutson, Kristjansson and Wulfsohn’s respective annual incentive award has a “target” level and the amount of the award that is ultimately paid could be higher or lower than the target. |
Key Elements of Compensation
| • | Each of Mr. Roper and Mr. Schwartz was eligible for a discretionary annual incentive award based on a subjective assessment by the Compensation Committee, in consultation with Mr. Knutson, of MFA’s annual performance and the annual performance of each individual executive. For Mr. Roper and Mr. Schwartz, no pre-set “target” level for their respective annual incentive award was established. For 2023, the Compensation Committee believed that a discretionary incentive opportunity for these Named Executive Officers provided the committee with flexibility in assessing and rewarding individual performance and individual contributions. Nonetheless, in determining the annual incentive award for Mr. Schwartz for 2023, the Compensation Committee used as a guide an approach and methodology similar to that used to determine the annual incentive awards for Messrs. Knutson, Kristjansson and Wulfsohn. |
Key Elements of Compensation
Annual Incentive Award for Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn Pursuant to the terms of the employment agreements that we have in place with each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn, each executive was eligible to receive an annual performance-based bonus based on the Company’s and his individual performance during the 2023 Performance Period (i.e., the 12-month period beginning on December 1, 2022, and ending on November 30, 2023). Under the terms of his employment agreement Mr. Knutson’s “target” annual bonus (the “Overall Target Bonus”) for the 2023 Performance Period was $2,000,000 (which was unchanged from his Overall Target Bonus for the 2022 performance period), and each of Mr. Kristjansson’s and Mr. Wulfsohn’s Overall Target Bonus for the 2023 Performance Period was $1,100,000 (which reflected an increase of $150,000 from each executive’s Overall Target Bonus for the 2022 performance period). The Compensation Committee’s determination to increase the Overall Target Bonus of each of Mr. Kristjansson and Mr. Wulfsohn followed a review of market data, including the compensation opportunities of comparably situated executives at companies in the Company’s peer group discussed above.
Key Elements of Compensation
| • | the major portion of the bonus is payable based on the achievement of objective performance goals established by the Compensation Committee on an annual basis, which may include performance goals based on ROAE as well as other objective performance measures that the Compensation Committee shall determine are appropriate for a given performance period. For the 2023 Performance Period, the Compensation Committee established performance goals based on two measures of ROAE, as adjusted: Adjusted GAAP ROAE and Adjusted Distributable Earnings ROAE (each as described below) (with the bonuses based on such measures hereinafter referred to as the “Adjusted GAAP ROAE Bonus” and the “Distributable Earnings ROAE Bonus” and together, the “Formulaic Bonus”); and |
Key Elements of Compensation
| • | a lesser portion of the bonus is payable based on the executive’s individual performance, Company performance and the Company’s risk management (referred to as the “IRM Bonus”). |
Key Elements of Compensation
Formulaic Bonus With respect to the Formulaic Bonus, for the 2023 Performance Period the target amount of the Formulaic Bonus (the “Target Formulaic Bonus”) for Messrs. Knutson, Kristjansson and Wulfsohn was equal to 75% of his Overall Target Bonus. Based on his Overall Target Bonus, for the 2023 Performance Period Mr. Knutson’s Target Formulaic Bonus was $1,500,000, with one-half ($750,000) of the Target Formulaic Bonus allocated to the Adjusted GAAP ROAE Bonus and one-half ($750,000) allocated to the Distributable Earnings ROAE Bonus. Similarly, based on Mr. Kristjansson’s and Mr. Wulfsohn’s Overall Target Bonus, for the 2023 Performance Period each executive’s Target Formulaic Bonus was $825,000, with one-half ($412,500) of the Target Formulaic Bonus allocated to the Adjusted GAAP ROAE Bonus and one-half ($412,500) allocated to the Distributable Earnings ROAE Bonus. Each of Mr. Knutson’s, Mr. Kristjansson’s and Mr. Wulfsohn’s respective employment agreement provides that he is eligible to receive from zero to 200% of his Target Formulaic Bonus. Calculation of Adjusted GAAP ROAE. For the 2023 Performance Period, the determination of the Adjusted GAAP ROAE Bonus was based on a methodology that reflects certain adjustments to GAAP net income and GAAP stockholders’ equity. For purposes of determining the 2023 Adjusted GAAP ROAE Bonus, “Adjusted GAAP ROAE” was calculated by dividing (i) our net income for the 2023 Performance Period as determined in accordance with GAAP (but excluding the impact of non-cash, non-operating expense items such as depreciation expense, amortization of intangible assets and such other non-cash expense items as may be determined by the Compensation Committee of the Board) (“Adjusted GAAP Earnings”) by (ii) our average total stockholders’ equity (based on stockholders’ equity as of the last day of each month during the performance period) as determined in accordance with GAAP (but excluding accumulated other comprehensive income (or loss), stockholders’ equity attributable to preferred stock, goodwill and intangible assets and such other items as may be determined by the Compensation Committee) (“Adjusted Average Equity”). Calculation of Adjusted Distributable Earnings ROAE. The determination of the Distributable Earnings ROAE Bonus was based on a methodology that makes use of the distributable earnings measure of Company’s operating performance. For purposes of determining the Distributable Earnings ROAE Bonus, the calculation of distributable earnings is determined using the same methodology used by the Company in reporting distributable earnings in its quarterly financial results, but excludes the impact of depreciation expense (“Adjusted Distributable Earnings”). More specifically, for purposes of determining the 2023 Distributable Earnings ROAE Bonus, “Adjusted Distributable Earnings ROAE” was calculated by dividing (i) Adjusted Distributable Earnings by (ii) Adjusted Average Equity. Distributable earnings (as reported by the Company in its quarterly financial results) is determined by adjusting GAAP net income/(loss) by removing certain unrealized gains and losses, primarily on residential mortgage investments, associated debt, and hedges that are, in each case, accounted for at fair value through earnings, certain realized gains and losses, as well as certain non-cash expenses and securitization-related transaction costs. The transaction costs are primarily comprised of costs only incurred at the time of execution of our securitizations and include costs such as underwriting fees, legal fees, diligence fees, bank fees and
Key Elements of Compensation
other similar transaction related expenses. As indicated above, for purposes of determining the Distributable Earnings ROAE Bonus, the calculation of Adjusted Distributable Earnings also excludes the impact of depreciation expense. Use of Adjusted GAAP ROAE and Adjusted Distributable Earnings ROAE. The Compensation Committee has, from time to time, reviewed the appropriateness of using return on common equity (or a measure derived therefrom) as a principal financial metric on which to evaluate Company performance and, in turn, on which to determine a portion of the annual bonuses for our CEO and certain other senior executives. The Compensation Committee believes that return on common equity is an appropriate measure to evaluate annual Company performance and to serve as the basis for determining Mr. Knutson’s, Mr. Kristjansson’s and Mr. Wulfsohn’s annual bonus (but with the adjustments to the calculation of such measure as described above). As a company whose primary source of earnings is income from the performance of investments in real estate-related debt, the Compensation Committee believes that return on common equity generally provides an appropriate measurement of our financial performance. The Compensation Committee, with the assistance of FW Cook, periodically reviews the overall structure of the annual incentive component of our most senior executives’ compensation. The Compensation Committee continues to believe that it is appropriate to use, in large part, a formulaic approach for the determination of our most senior executives’ bonuses (which approach was first adopted in 2014) with a methodology continuing to be based on measures of return on common equity. This belief is premised in large part on the nature of MFA’s business model, which has continued to focus on investing in residential mortgages, mortgage- related debt instruments and other mortgage-related assets. Returns that MFA can earn on new real estate-related debt investments are, to a certain extent, correlated with the market-driven interest rates for these and other types of debt instruments (which rates depend, among other factors, on the perceived risk of these investments). These market-driven interest rates are typically analyzed as the risk-free interest rate for investment in U.S. Treasury obligations (or other debt backed by the full faith and credit of the United States) with a comparable duration (which is a measure of the price sensitivity of an asset to changes in interest rates) plus an incremental risk premium above the risk-free rate. Formulaic Bonus for 2023. In an effort to address year-to-year changes in our operating environment and changes in our business and the mix of our investment assets, as well as to retain flexibility to refine the use of ROAE to respond to changes in financial conditions, the Compensation Committee sets performance goals and targets on an annual basis, which may include performance goals based on ROAE as well as other objective performance measures. For the 2023 Performance Period, the Compensation Committee, in consultation with FW Cook, determined that it was appropriate, similar to 2022, to base Mr. Knutson’s, Mr. Kristjansson’s and Mr. Wulfsohn’s Formulaic Bonus not only on the achievement of performance goals with respect to Adjusted GAAP ROAE (which has been the measure historically used by the Compensation Committee), but also to base a portion of the Formulaic Bonus on the achievement of performance goals with respect to Adjusted Distributable Earnings ROAE. The Compensation Committee’s determination to use a measure of ROAE based on Adjusted Distributable Earnings is based on the belief that Adjusted Distributable Earnings is a meaningful measure of MFA’s operating performance, as the calculation of Adjusted Distributable Earnings for purposes of determining the Distributable Earnings ROAE Bonus excludes, principally, the impact of unrealized gains and losses on the Company’s investment assets, which can be amplified in volatile interest rate markets and may distort the earnings potential of such investment assets (which the Board factors into the determination of dividends on the Common Stock) and longer-term performance of these investment assets. In this regard, the Compensation Committee believed the use of Adjusted Distributable Earnings ROAE would be a particularly meaningful measure to evaluate Company performance, in light of the volatility in interest rates that began to assert itself in the fourth quarter of 2021 and continued throughout 2022 and 2023.
Key Elements of Compensation
| • | The “Adjusted GAAP ROAE Target” (i.e., the level of Company financial performance at which the “target” Adjusted GAAP ROAE Bonus would be earned) for the 2023 Performance Period would be 8.25% (as calculated as described above), which reflected an increase of 1.75% over the Adjusted GAAP ROAE Target for the 2022 performance period. |
Key Elements of Compensation
| • | No Adjusted GAAP ROAE Bonus would be earned if Adjusted GAAP ROAE was less than 3.0% (the “threshold” Adjusted GAAP ROAE level) for the 2023 Performance Period, which reflected no change from the threshold performance level for this metric for the 2022 performance period. |
Key Elements of Compensation
| • | The maximum Adjusted GAAP ROAE Bonus (i.e., 200% of the target Adjusted GAAP ROAE Bonus) for each executive would be earned to the extent that Adjusted GAAP ROAE was in excess of 16.0% for the 2023 Performance Period, which reflected an increase of 3.0% over the analogous metric for the 2022 performance period. |
Key Elements of Compensation
| • | No Distributable ROAE Earnings Bonus would be earned if Adjusted Distributable Earnings ROAE was less than 5.5% (the “threshold” Adjusted Distributable Earnings ROAE level) for the 2023 Performance Period, which reflected no change from the threshold performance level for this metric for the 2022 performance period. |
Key Elements of Compensation
| • | The maximum Distributable Earnings ROAE Bonus (i.e., 200% of the target Distributable Earnings ROAE Bonus) for each executive would be earned to the extent that Adjusted Distributable Earnings ROAE was in excess of 13.5% for the 2023 Performance Period, which reflected an increase of 2.5% over the analogous metric for the 2022 performance period. |
Key Elements of Compensation
To the extent that MFA’s Adjusted Distributable Earnings ROAE for the 2023 Performance Period were to be greater than the threshold Adjusted Distributable Earnings ROAE level of 5.5% but less than 13.5%, then the executive would be paid a multiple of between zero and two times his target Distributable Earnings ROAE Bonus, with the executive being paid the target amount ($750,000 in the case of Mr. Knutson and $412,500 in the case of each of Mr. Kristjansson and Mr. Wulfsohn) to the extent that MFA’s Adjusted Distributable Earnings ROAE equaled the Adjusted Distributable Earnings ROAE Target for the 2023 Performance Period. The Compensation Committee considered several factors in establishing the Adjusted GAAP ROAE target of 8.25% and the Adjusted Distributable Earnings ROAE Target of 8.25% for the 2023 Performance Period. In particular, prior to establishing the performance levels for threshold, target and maximum payouts for each component of the Formulaic Bonus, the Compensation Committee reviewed and was informed by the Company’s internal forecasts for 2023, which were presented to it and the full Board. Based on the Compensation Committee’s review of the forecast, as well as its consideration of the investing and interest rate environment at the time of its review (which reflected a generally higher level of market rates of interest as compared to the prior year), the Compensation Committee believed that the prior year’s Adjusted GAAP ROAE “target” of 6.5% was no longer appropriate and that a higher Adjusted
Key Elements of Compensation
GAAP ROAE target was merited in order to properly incent management, while not encouraging it to undertake undue risks to achieve target performance. At the same time, the Compensation Committee recognized that in light of the methodology used to calculate Adjusted Distributable Earnings, an Adjusted Distributable Earnings ROAE target of 8.25% (as compared to an analogous target of 8.0% for the 2022 performance period) was a level that would appropriately incent management for the 2023 Performance Period. IRM Bonus The Compensation Committee continues to believe that it is also important for the committee to retain a discretionary component of the annual incentive award process in order to be able to factor non-objective and non-quantifiable measures into the bonus decision-making process. With this in mind under the terms of Mr. Knutson’s, Mr. Kristjansson’s and Mr. Wulfsohn’s employment agreements, for each performance period, the target amount of each executive’s IRM Bonus (the “Target IRM Bonus”) is equal to 25% of his Overall Target Bonus. For the 2023 Performance Period, the Target IRM Bonus for Mr. Knutson was $500,000 (which was unchanged from the Target IRM Bonus of $500,000 for the 2022 performance period), and the Target IRM Bonus for each of Mr. Kristjansson and Mr. Wulfsohn was $275,000 (which reflected an increase of $37,500 from each executive’s Target IRM Bonus of $237,500 for the 2022 performance period). Each executive’s employment agreement provides that he is eligible to receive from zero to 200% of his respective Target IRM Bonus. The actual amount of the IRM Bonus to be paid to each of Messrs. Knutson, Kristjansson and Wulfsohn is determined by the Compensation Committee in its discretion based upon factors it deems relevant and appropriate, including, without limitation, MFA’s leverage strategy relative to other similarly situated companies as well as relative to its own business plan, our total stockholder return (“TSR”) (both on an absolute basis, as well as relative to relevant indices and other similarly situated companies), overall management of risk and asset selection in generating our returns and the executive’s individual performance. Long-Term Incentive Awards. Under our Equity Compensation Plan the Compensation Committee has available to it a portfolio of equity compensation vehicles, including shares of Common Stock, RSUs, dividend equivalent rights, stock options and other stock-based awards. The Compensation Committee uses this incentive compensation program to award Named Executive Officers with long-term incentives, including in connection with entering into or extending the term of employment agreements or other employment arrangements. The Compensation Committee makes these awards in its discretion without any pre-set target levels; however, in determining LTIAs, the Compensation Committee may consider the advice of its compensation consultant. LTIAs to Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn Under the terms of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn’s employment agreement as in effect during the 2023 Performance Period, each executive was entitled to a grant of RSUs, consisting of TRSUs and a “target” amount of PRSUs. More specifically, for 2023, Mr. Knutson was granted TRSUs with a grant date value of approximately $1,600,000 (as compared to $1,280,000 for 2022) and a “target” number of PRSUs with a grant date value of approximately $2,400,000 (as compared to $1,920,000 for 2022), and each of Mr. Kristjansson and Mr. Wulfsohn was granted TRSUs with a grant date value of approximately $690,000 (as compared to $400,000 for 2022) and a “target” number of PRSUs with a grant date value of approximately $1,035,000 (as compared to $600,000 for 2022). The increase in the grant date values of the TRSU and PRSU awards to each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn in 2023 reflected the Compensation Committee’s determination to increase the overall compensation opportunity for each executive following the committee’s review of available market data with respect to similarly situated executives at comparable companies, including those in the peer group identified by the Compensation Committee. The Compensation Committee believes that using long-term equity as the principal means to increase the executives’ overall compensation opportunity meets the Compensation Committee’s objectives of employee retention and aligning management’s interests with those of the Company’s stockholders. TRSUs. Subject to exceptions in certain circumstances described below in “Potential Payments upon Termination of Employment or Change in Control” found on pages 64 to 68 of this Proxy Statement, each grant of TRSUs to each executive will vest on the third December 31st to occur following the date of grant, subject to his continued employment with the Company. In addition, subject to
Key Elements of Compensation
exceptions in certain circumstances, unvested TRSUs will be forfeited as of the date of his termination of employment with the Company. Upon vesting, each executive will receive one share of our Common Stock for each TRSU that vests. With respect to the TRSU grants made in 2023, the executives do not receive dividend equivalent payments as and when dividends are paid on our Common Stock during the period in which TRSUs are outstanding. Rather, to further the retention value of such awards, each executive is credited with an amount, per TRSU, equal to the amount of dividends declared, which will be paid in cash following the vesting of the TRSU at the end of the three-year vesting period. PRSUs. Subject to exceptions in certain circumstances described below in “Potential Payments upon Termination of Employment or Change in Control,” each grant of PRSUs to each executive will vest on the last day of the applicable three-year performance period, subject to the achievement of the TSR-based objectives described below and his continued employment with the Company. Of the target amount of PRSUs granted to each executive under his employment agreement, one-half of such target amount will vest based on the Company’s level of absolute TSR (“Absolute TSR”) during the applicable three-year performance period (such PRSUs referred to as the “Absolute TSR PRSUs”) and one-half of such target amount will vest based on the Company’s level of TSR during the applicable three-year performance period relative to the TSR of a peer group of companies (“Relative TSR”) designated by the Compensation Committee at the time of each grant (such PRSUs referred to as the “Relative TSR PRSUs”). With respect to the Absolute TSR PRSUs, the actual number of PRSUs that will be earned and that will vest will be based on the level of our cumulative total stockholder return (i.e., share price appreciation or depreciation, as the case may be, plus dividends divided by initial share price) relative to an average 8% per annum simple TSR (assuming no reinvestment of dividends) for the three-year performance period beginning on January 1st of the year of grant (e.g., the performance period for the PRSUs granted in 2023 is January 1, 2023 through December 31, 2025). To determine the actual number of PRSUs that will be earned and will vest, the “target” amount of each grant of PRSUs will be adjusted up or down at the end of the applicable three-year performance period based on the Company’s cumulative TSR relative to an average 8% per annum simple TSR objective from 0% of the target amount (reflecting 0% per annum TSR during the performance period) to up to 200% of the target amount (reflecting an average of 16% per annum (or higher) TSR during the performance period), with 100% of the target amount being earned and vesting if TSR of an average 8% per annum is achieved during the performance period. With respect to the Relative TSR PRSUs, the actual number of PRSUs that will be earned and that will vest will be based on the Company’s cumulative TSR during the applicable three-year performance period beginning on January 1st of the year of grant as compared to the cumulative TSR of designated peer group companies for such performance period. To the extent that the Company’s TSR rank is less than or equal to the 25th percentile when compared to the TSR of the members of the peer group, each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn will vest in 0% of the target number of Relative TSR PRSUs awarded to him in respect of the applicable performance period. To the extent that the Company’s TSR rank is in the 50th percentile, each executive will vest in 100% of the target number of Relative TSR PRSUs awarded to him in respect of the applicable performance period. To the extent that the Company’s TSR rank is greater than or equal to the 80th percentile, each executive will vest generally in 200% of the target number of Relative TSR PRSUs awarded to him in respect of the applicable performance period. To the extent that the Company’s TSR ranking falls in between the percentiles identified above, the number of Relative TSR PRSUs that vest will be interpolated. With respect to the Relative TSR PRSUs, regardless of the Company’s TSR rank, in no event will an executive vest in more than 100% of the target number of Relative TSR PRSUs to the extent the Company’s absolute TSR for the applicable performance period is less than zero. PRSUs that do not vest at the end of an applicable performance period will be forfeited. Upon vesting, each executive will receive one share of the Company’s common stock for each PRSU that vests, provided that the fair market value of the shares of Common Stock delivered upon settlement may not exceed 400% of the grant date value of the PRSUs granted in respect of the completed performance period. Any PRSUs that vest are subject to an additional one year deferral prior to settlement, subject to accelerated payout under certain circumstances.
Annual Incentives
Annual Incentives Messrs. Knutson, Kristjansson and Wulfsohn. The annual incentive award opportunity for each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn consisted of both the formulaic ROAE Bonus and the discretionary IRM Bonus. A discussion of the Compensation Committee’s determination of each of these components is set forth below. Formulaic Bonus. Under the methodology for determining the Adjusted GAAP ROAE Bonus, which is described on pages 40 to 43 of this Proxy Statement, we had negative Adjusted GAAP ROAE for the 2023 Performance Period (December 1, 2022 to November 30, 2023), which was a result of our Adjusted GAAP Earnings for the period being negative. In light of the negative Adjusted GAAP ROAE, none of Mr. Knutson, Mr. Kristjansson or Mr. Wulfsohn earned or was otherwise paid an Adjusted GAAP ROAE Bonus. Under the methodology for determining the Distributable Earnings ROAE Bonus, Adjusted Distributable Earnings ROAE for the 2023 Performance Period was approximately 11.42%*. The amount of the Distributable Earnings ROAE Bonus for each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn was determined by applying the Adjusted Distributable Earnings ROAE of 11.42%* to the methodology established by the Compensation Committee (see pages 40 to 43 above), with the result that each executive earned a Distributable Earnings ROAE Bonus that was equal to 160.3% of the target for this component of his Formulaic Bonus. * Adjusted Distributable Earnings and Adjusted Distributable Earnings ROAE are non-GAAP financial measures. See Appendix A for a reconciliation of each such measure to its comparable GAAP measure for the 2023 Performance Period.
Annual Incentives
| MFA Financial, Inc. | 45 | 2024 Proxy Statement |
Annual Incentives
The target amount of each component of the Formulaic Bonus, the percentage of the target amount earned and the total amount of the 2023 Formulaic Bonus earned by Messrs. Knutson, Kristjansson and Wulfsohn are set forth in the table below:
Annual Incentives
| Executive | Adjusted GAAP ROAE Target Bonus $ | Adjusted GAAP ROAE Bonus Earned % of Target | Distributable Earnings ROAE Target Bonus $ | Distributable Earnings Bonus Earned % of Target | Total Formulaic Bonus Earned $ | | Mr. Knutson | 750,000 | 0% | 750,000 | 160.3% | 1,202,325 | | Mr. Kristjansson | 412,500 | 0% | 412,500 | 160.3% | 661,279 | | Mr. Wulfsohn | 412,500 | 0% | 412,500 | 160.3% | 661,279 |
Annual Incentives
IRM Bonus. The actual amount of the IRM Bonus paid to each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn was determined by the Compensation Committee in its discretion based upon its review of each executive’s individual performance and overall company performance. In considering these factors, the Compensation Committee did not assign specific weightings to each, but instead considered them together as part of a comprehensive review. Based on the above-described review, the Compensation Committee determined that an IRM Bonus for each executive that was in excess of the Target IRM Bonus was merited. The target amount of this component of annual bonus, the percentage of that target amount earned and the total amount of the 2023 IRM Bonus earned by Messrs. Knutson, Kristjansson and Wulfsohn is set forth in the following table:
Annual Incentives
| Executive | Target IRM Bonus $ | IRM Bonus Earned % | 2023 IRM Bonus Earned $ | | Mr. Knutson | 500,000 | 125% | 625,000 | | Mr. Kristjansson | 275,000 | 125% | 343,750 | | Mr. Wulfsohn | 275,000 | 125% | 343,750 |
Annual Incentives
In determining the amount of Mr. Knutson’s, Mr. Kristjansson’s and Mr. Wulfsohn’s respective IRM Bonuses and its decision to pay out such bonuses at a level that was 125% of each such executive’s Target IRM Bonus for the 2023 Performance Period, the Compensation Committee recognized the leadership of each executive in steering MFA through the volatile operating and financial environment that defined the 2023 Performance Period. In particular, the Compensation Committee recognized Mr. Knutson’s, Mr. Kristjansson’s and Mr. Wulfsohn’s efforts in managing the Company’s investment portfolio, which resulted in its achieving a healthy level of Adjusted Distributable Earnings to support the Company’s distributions to stockholders. The Compensation Committee also recognized the executives’ efforts to manage the impact of the interest rate environment on the Company’s cost of funding through an active hedging strategy, their successful efforts in continuing to execute securitization transactions even in the face of challenging and volatile market conditions in order to reduce the Company’s reliance on shorter term, mark-to-market, recourse funding, and their focus on maintaining a healthy level of liquidity throughout the year to meet margin calls and other obligations and to give the Company the ability to take advantage of new investment opportunities. The Compensation Committee also recognized management’s success in continuing to prudently managing credit risk in MFA’s investment portfolio, overseeing the growth of the Company’s Lima One Capital subsidiary, and maintaining and growing the Company’s relationships with its most important lending counterparties throughout the year. In addition, the Compensation Committee recognized each executive’s contribution to promoting the unity and focus of MFA’s work force in a challenging operating environment and supporting and enhancing MFA’s workplace culture, including increasing engagement with our employees and promoting various diversity, equity and inclusion initiatives in the organization.
Annual Incentives
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Annual Incentives
Mr. Roper. Mr. Roper is eligible to receive an annual performance bonus in such amount as approved by the Compensation Committee after receiving the input of our CEO. Annual incentive compensation for Mr. Roper is based upon subjective assessments and evaluation of MFA’s annual performance and each executive’s individual performance. After receiving the input of Mr. Knutson, the Compensation Committee approved an annual incentive bonus to Mr. Roper of $550,000 for the 2023 Performance Period, all of which was paid in cash. Mr. Roper’s bonus was based on, among other things, his integral role in the various financing and other transactions undertaken by the Company during 2023, his efforts in contributing to an efficient transition of the CFO role and responsibilities from Mr. Yarad to himself and his leadership in directing the activities performed by our finance and accounting staff in support of our business activities. Mr. Schwartz. Mr. Schwartz is eligible to receive an annual performance bonus in such amount as approved by the Compensation Committee in its discretion. For the 2023 Performance Period, the Compensation Committee, with the input of Mr. Knutson, approved an annual incentive bonus for Mr. Schwartz of $600,000, all of which was paid in cash. Although the amount of Mr. Schwartz’s annual bonus was determined in the discretion of the Compensation Committee, in determining the level of his bonus, the Compensation Committee used a framework that was similar to the methodology that it used to determine the annual bonus amount for Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn for the 2023 Performance Period. In order to guide its decision making, the Compensation Committee, with the input of Mr. Knutson, assumed a hypothetical “target” overall bonus for Mr. Schwartz of $600,000. The Compensation Committee then employed an illustrative scenario in which 25% of Mr. Schwartz’s target would be tied to Adjusted GAAP ROAE, 25% would be tied to Adjusted Distributable Earnings ROAE and 50% of Mr. Schwartz’s target would be tied to an assessment of the executive’s individual performance and overall company performance. As this approach was a framework for its decision making, the Compensation Committee then used its judgment and discretion to adjust the outcome to arrive at the actual amount of Mr. Schwartz’s bonus. The Compensation Committee believes that using a discretionary (rather than largely formulaic) approach for the determination of Mr. Schwartz’s bonus is appropriate in light of his not having responsibility for the Company’s investment decisions or management of its investment portfolio. Nonetheless, the Compensation Committee believes that, reflective of Mr. Schwartz’ position as one of the most senior executives of the Company, it is appropriate that his bonus be informed by and aligned with not only his individual performance, but also with the financial performance of the Company. In this regard, in determining Mr. Schwartz’s bonus, the Compensation Committee was guided by the ROAE measures indicated above and noted his integral role in the various financing and other transactions undertaken by the Company during 2023 and his leadership in directing the activities performed by our legal department in support of our business activities.
2023 Long-Term Equity-Based Incentive Awards
2023 Long-Term Equity-Based Incentive Awards Mr. Knutson was granted RSUs, consisting of TRSUs with a grant date value of approximately $1,600,000 and a “target” number of PRSUs with a grant date value of approximately $2,400,000 in January 2023. In addition, in order to further align the interests of the other Named Executive Officers and foster their retention (and, in the case of Messrs. Kristjansson and Wulfsohn, in accordance with their employment agreements), the Compensation Committee also made awards of TRSUs and PRSUs to Messrs. Kristjansson, Wulfsohn, Roper and Schwartz in January 2023. For each Named Executive Officer, with respect to the target number of PRSUs, one-half of such target amount is comprised of Absolute TSR PRSUs and one-half is comprised of Relative TSR PRSUs.
2023 Long-Term Equity-Based Incentive Awards
| • | The TRSUs will “cliff” vest on December 31, 2025, subject solely to continued employment through the vesting date. Upon vesting, the executive will receive one share of our Common Stock for each TRSU that vests. The executives do not receive dividend equivalent payments in respect of the TRSUs as and when dividends are paid on our Common Stock during the period in which TRSUs are outstanding. Rather, to further the retention value of such awards, each executive is credited with an amount, per TRSU, equal to the amount of dividends declared, which will be paid in cash following the vesting of the TRSU at the end of the three-year vesting period. |
2023 Long-Term Equity-Based Incentive Awards
| • | The Absolute TSR PRSUs will “cliff” vest on December 31, 2025, subject to the achievement of the average TSR objective described below and the executive’s continued employment with the Company. The actual number of PRSUs that will be earned and will vest will be based on the level of the Company’s cumulative total stockholder return (i.e., share price |
2023 Long-Term Equity-Based Incentive Awards
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2023 Long-Term Equity-Based Incentive Awards
appreciation or depreciation, as the case may be, plus dividends divided by initial share price) relative to an average 8% per annum simple TSR (assuming no reinvestment of dividends) for the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. To determine the actual number of Absolute TSR PRSUs that will be earned and will vest, the “target” amount of each grant of Absolute TSR PRSUs will be adjusted up or down at the end of the applicable three-year performance period based on the Company’s cumulative TSR relative to an 8% per annum simple TSR objective from 0% of the target amount (reflecting 0% per annum TSR during the performance period) to up to 200% of the target amount (reflecting an average of 16% per annum (or higher) TSR during the performance period), with 100% of the target amount being earned and vesting if TSR of an average 8% per annum is achieved during the performance period.
2023 Long-Term Equity-Based Incentive Awards
| • | The actual number of Relative TSR PRSUs that will be earned and that will vest will be based on the Company’s cumulative TSR during the applicable performance period beginning on January 1, 2023, and ending on December 31, 2025, as compared to the cumulative TSR of designated peer group companies (listed below) for such performance period. To the extent that the Company’s TSR rank is less than or equal to the 25th percentile when compared to the TSR of the members of the peer group, the executive will vest in 0% of the target number of Relative TSR PRSUs awarded to him in respect of the applicable performance period. To the extent that the Company’s TSR rank is in the 50th percentile, the executive will vest in 100% of the target number of Relative TSR PRSUs awarded to him in respect of the applicable performance period. To the extent that the Company’s TSR rank is greater than or equal to the 80th percentile, the executive will vest generally in 200% of the target number of Relative TSR PRSUs awarded to him in respect of the applicable performance period. To the extent that the Company’s TSR ranking falls in between the percentiles identified above, the number of Relative TSR PRSUs that vest will be interpolated. Regardless of the Company’s TSR rank, in no event will an executive vest in more than 100% of the target number of Relative TSR PRSUs to the extent the Company’s absolute TSR for the applicable performance period is less than zero. |
2023 Long-Term Equity-Based Incentive Awards
In choosing the companies for the Relative TSR PRSUs against whose TSR the Company’s TSR will be measured over the course of the three-year performance period, the Compensation Committee selected the internally- and externally-managed residential mortgage REITs listed below. We note that the companies selected by the Compensation Committee for the purposes of the Relative TSR PRSUs are not the same as the companies identified on page 37 of this proxy statement because TSR can be determined without regard to the availability of compensation information, which the Company’s externally-managed peers do not report. In addition, we note that companies that, during the three-year performance period, cease to be publicly traded companies will be removed from the group against which the Company’s TSR is ultimately evaluated at the end of the performance period.
2023 Long-Term Equity-Based Incentive Awards
| AG Mortgage Investment Trust, Inc. (MITT) | Invesco Mortgage Capital Inc. (IVR) | | AGNC Investment Corp. (AGNC) | New York Mortgage Trust Inc. (NYMT) | | Annaly Capital Management, Inc. (NLY) | PennyMac Mortgage Investment Trust (PMT) | | Arlington Asset Investment Corp. (AAIC) | Redwood Trust, Inc. (RWT) | | Armour Residential REIT, Inc. (ARR) | Two Harbors Investment Corp. (TWO) | | Chimera Investment Corporation (CIM) | Western Asset Mortgage Capital Corp. (WMC) | | Dynex Capital, Inc. (DX) | |
2023 Long-Term Equity-Based Incentive Awards
PRSUs that do not vest at the end of the performance period will be forfeited. Upon vesting, the executive will receive one share of the Company’s Common Stock for each PRSU that vests, provided that the fair market value of the shares of Common Stock delivered upon settlement may not exceed 400% of the grant date value of the PRSUs granted in respect of the completed performance period. Any PRSUs that vest are subject an additional one year deferral prior to settlement, subject to accelerated payout under certain circumstances.
2023 Long-Term Equity-Based Incentive Awards
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2023 Long-Term Equity-Based Incentive Awards
Dividend equivalents will not be paid on a current basis in respect of the PRSUs during the performance period. Rather, dividend equivalents will accrue with respect to the PRSUs during the performance period, and to the extent that the underlying PRSUs vest, an amount equal to the accrued dividend equivalents related to the vested PRSUs will be paid to the executive in the form of additional shares of Common Stock based on the closing price of the Common Stock on the vesting date. The number and grant date fair value of TRSUs and PRSUs comprising the 2023 long-term equity-based awards granted to each of the Named Executive Officers are set forth in the table below:
2023 Long-Term Equity-Based Incentive Awards
| | TRSUs | | PRSUs | | | Executive | # | Aggregate Grant Date Fair Value(1) $ | # | Aggregate Grant Date Fair Value(1) $ | | Mr. Knutson | 157,481 | 1,600,007 | 301,882 | 2,400,008 | | Mr. Kristjansson | 67,914 | 690,006 | 130,187 | 1,035,006 | | Mr. Wulfsohn | 67,914 | 690,006 | 130,187 | 1,035,006 | | Mr. Roper | 15,749 | 160,010 | 30,189 | 240,007 | | Mr. Schwartz | 26,575 | 270,002 | 50,944 | 405,012 |
2023 Long-Term Equity-Based Incentive Awards
| 1. | Determined at the time the grant was made (January 3, 2023) in accordance with FASB Accounting Standards Codification Topic 718. |
2023 Long-Term Equity-Based Incentive Awards
Other Elements of Compensation. The following briefly summarizes the other elements of compensation that we provide to our Named Executive Officers beyond salary, annual incentives and long-term equity awards. Deferred Compensation and Retirement Benefits. In December 2002, the Board adopted the Senior Officers Plan, which gives executive officers the ability to elect to defer up to 100% of their annual cash incentive compensation. Amounts deferred under this plan are subject to a five-year deferral period and can be paid in a lump sum or in installment payments at the termination of the deferral period. Amounts deferred under the plan are deemed to be converted into hypothetical “stock units” of MFA, which do not represent our capital stock, but rather the right to receive a cash payment equal to the fair market value of an equivalent number of shares of Common Stock. Deferred amounts (and the resultant hypothetical stock units), together with any cash dividend equivalents credited to outstanding stock units, increase or decrease in value as would an equivalent number of shares of Common Stock and are settled in cash at the termination of the deferral period, based on the value of the stock units at that time. Prior to the time that the deferred accounts are settled, participants are unsecured creditors of MFA. The Named Executive Officers are also eligible to participate in our tax qualified retirement savings plan (the “401(k) Plan”) under which all full-time employees, subject to certain restrictions, are able to contribute compensation up to the limit prescribed by the Internal Revenue Service on a before tax basis. We match 100% of the first 3% of eligible compensation deferred by our employees and 50% of the next 2%, subject to a maximum ($13,200 for 2023) as provided by Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). We have elected to operate this plan under applicable safe harbor provisions of the Code, whereby, among other things, we must make contributions for all participating employees, and all matches contributed by us vest immediately. No Perquisites and Other Benefits. The Compensation Committee provides no perquisites and other benefits to the Named Executive Officers (other than those provided to all employees more generally). We do not provide a perquisite allowance to the Named Executive Officers, nor do we reimburse the Named Executive Officers for automobiles, clubs, financial planning, tax preparation, personal or home security or items of a similar nature. The Compensation Committee periodically reviews the appropriateness of perquisites in light of market practices, an individual executive’s particular facts and circumstances and within the context of the total compensation program. No actions were taken during 2023 regarding perquisites.
2023 Long-Term Equity-Based Incentive Awards
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2023 Long-Term Equity-Based Incentive Awards
The Named Executive Officers are eligible to participate in our employee health and welfare benefit programs that are generally available to all employees. Further, in accordance with the Code of Conduct, we do not make any loans to, or guarantee any personal loans of, the Named Executive Officers. Compensation of Stephen D. Yarad As indicated above, Mr. Yarad served as our Chief Financial Officer through the date of his resignation of employment effective September 15, 2023. Mr. Yarad received no payments or benefits in connection with his resignation. For 2023, Mr. Yarad was paid base salary in the amount of $336,458 through the date of his resignation. Mr. Yarad was not paid any annual incentive compensation in respect of the 2023 Performance Period. In addition, upon his resignation, Mr. Yarad forfeited all unvested TRSUs and PRSUs that had been previously granted to him, including all TRSUs and PRSUs granted to him in each of January 2021, January 2022 and January 2023.
Other Features of Our Executive Compensation Program
Other Features of Our Executive Compensation Program Use of Employment Agreements. We have historically used written employment agreements with certain of our executive officers to evidence our mutual understanding regarding the key terms of employment, including the employment term, level of base salary, other elements of compensation, reasons for termination of employment before the end of the term, severance payments and post-employment covenants. At present, we have written employment agreements with three executive officers (Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn). The Compensation Committee believes that the use of employment agreements in certain instances helps the Company to retain key personnel responsible for the execution of MFA’s strategies and the management of its operations and provides certain protections for MFA in the form of covenants restricting employment with a competitor and solicitation of our employees. Although the Compensation Committee has used written employment agreements to provide the Company and certain of its executives with certainty regarding the terms of employment and to encourage stability of key management, the Compensation Committee periodically discusses their merit in achieving these objectives and may, in its discretion, determine not to use written employment agreements in the future for certain or all of our employees. For additional details regarding the employment agreements of Messrs. Knutson, Kristjansson and Wulfsohn, including the circumstances in which severance is payable and the amount of such severance benefits, see “Employment Contracts” on pages 60 to 64 and “Potential Payments upon Termination of Employment or Change in Control” on pages 64 to 68 of this Proxy Statement. The Compensation Committee believes that the written employment agreements have been responsibly structured, including as follows:
Other Features of Our Executive Compensation Program
| • | Severance arrangements individually tailored for each executive depending on his role and for the applicable termination scenario; |
Other Features of Our Executive Compensation Program
| • | No “single trigger” or “modified single trigger” vesting of severance benefits and/or outstanding equity awards upon a change in control of the Company; |
Compensation Risk Considerations
| • | annual incentive compensation, which for 2023 was partly or wholly discretionary and subjectively determined for all employees (including the IRM Bonus for Messrs. Knutson, Kristjansson and Wulfsohn), is determined or approved by the Compensation Committee and/or the Board; and |
Compensation Risk Considerations
| • | long-term incentive compensation is determined or approved in advance by the Compensation Committee and/or the Board and typically vests over a multi-year time period and/or is subject to the achievement of one or more performance criteria. Such compensation may also, in certain instances, be subject to forfeiture upon termination of service and subject to retention requirements. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary $ | Bonus $(2) | Stock Awards $(3) | Non-Equity Incentive Plan Compensation $(4) | All Other Compensation $(5) | Total $ | | C. L. Knutson | 2023 | 800,000 | 625,000 | 4,000,015 | 1,202,325 | 13,200 | 6,640,540 | | Chief Executive Officer | 2022 | 800,000 | 750,000 | 3,200,032 | 1,500,000 | 12,200 | 6,262,232 | | and President | 2021 | 800,000 | 750,000 | 2,850,004 | 3,000,000 | 11,600 | 7,411,604 | | G. Kristjansson | 2023 | 625,000 | 343,750 | 1,725,012 | 661,279 | 13,200 | 3,368,241 | | Co-Chief Investment Officer and | 2022 | 500,000 | 356,250 | 1,000,025 | 712,500 | 12,200 | 2,580,975 | | Senior Vice President | 2021 | 400,000 | 356,250 | 800,002 | 1,425,000 | 11,600 | 2,992,852 | | B. Wulfsohn | 2023 | 625,000 | 343,750 | 1,725,012 | 661,279 | 13,200 | 3,368,241 | | Co-Chief Investment Officer and | 2022 | 500,000 | 356,250 | 1,000,025 | 712,500 | 12,200 | 2,580,975 | | Senior Vice President | 2021 | 400,000 | 356,250 | 800,002 | 1,425,000 | 11,600 | 2,992,852 | | M. C. Roper(1) | 2023 | 350,000 | 550,000 | 400,017 | — | 13,200 | 1,313,217 | | Senior Vice President and | | | | | | | | | Chief Financial Officer | | | | | | | | | H. E. Schwartz | 2023 | 475,000 | 600,000 | 675,014 | — | 13,200 | 1,763,214 | | Senior Vice President and | 2022 | 455,000 | 425,000 | 375,013 | — | 12,200 | 1,267,213 | | General Counsel | 2021 | 455,000 | 470,000 | 375,002 | — | 11,600 | 1,311,602 | | Former Executive Officer | | | | | | | | | S. D. Yarad(1) | 2023 | 336,458 | — | 425,016 | — | 13,200 | 774,674 | | Former Chief Financial Officer | 2022 | 475,000 | 370,000 | 375,013 | — | 12,200 | 1,232,213 | | | 2021 | 475,000 | 410,000 | 375,002 | — | 11,600 | 1,271,602 |
Summary Compensation Table
| 1. | Mr. Roper was appointed Chief Financial Officer of the Company effective September 15, 2023, following the resignation of Mr. Yarad effective on such date. |
Summary Compensation Table
| 2. | Amounts in this column represent the discretionary portion (in the case of Messrs. Knutson, Kristjansson and Wulfsohn, the IRM Bonus) of the annual incentive awards that were paid to each of the Named Executive Officers in respect of the years presented. |
Summary Compensation Table
| 3. | Amounts in this column represent the aggregate grant date fair value of awards granted in the year indicated computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For 2023, 2022 and 2021, amounts included in this column are comprised of TRSUs and PRSUs granted to each of the Named Executive Officers in January 2023, January 2022 and January 2021, respectively. See the Grants of Plan-Based Awards for 2023 table on pages 56 to 57 of this Proxy Statement for further information on awards made in 2022. A discussion of the assumptions underlying the calculation of the RSU values may be found in Note 2(k) and Note 12 to our 2023 Consolidated Financial Statements on pages 85-86 and pages 118 to 122, respectively, of our 2023 Annual Report to Stockholders on Form 10-K. |
Summary Compensation Table
As indicated above, the amounts in this column for 2023 include the grant date fair value of, among other awards, PRSUs granted to each of the Named Executive Officers during the year. For purposes of the Summary Compensation Table, the grant date fair value of these PRSUs that is included in the amount reported in this column assumes that “target” performance is achieved during the three-year performance period. The target value of these PRSUs (which is included in the column) is as follows: for Mr. Knutson, $2,400,008; for Mr. Kristjansson, $1,035,006; for Mr. Wulfsohn, $1,035,006; for Mr. Roper, 240,007; and for Mr. Schwartz, $405,012. The maximum value of these PRSUs as of the grant date assuming the highest level of performance is achieved is as follows: for Mr. Knutson, $4,800,016; for Mr. Kristjansson, $2,070,012; for Mr. Wulfsohn, $2,070,012; for Mr. Roper, $480,014; and for Mr. Schwartz, $810,024. A description of these PRSU awards, including the vesting and performance conditions of such awards, can be found in note 5 to the Grants of Plan-Based Awards for 2023 table below.
Summary Compensation Table
| 4. | Amounts in this column represent the cash payment, if any, made to each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn in respect of the Formulaic Bonus portion of his respective annual incentive award. For 2023 and 2022, the amount of the Formulaic Bonus was based on Adjusted GAAP ROAE and Adjusted Distributable Earnings ROAE. For 2021, the amount of the Formulaic Bonus was based on Adjusted GAAP ROAE only. See pages 40 to 43 of this Proxy Statement for additional information regarding the Formulaic Bonus for 2023, including the Adjusted GAAP ROAE Bonus and the Distributable Earnings ROAE Bonus, which are the two components of the Formulaic Bonus. |
Summary Compensation Table
| 5. | Amounts in this column represent the employer matching contributions under the 401(k) Plan in the amount of $13,200 for 2023, $12,200 for 2022 and $11,600 for 2021, in each case credited to each of the Named Executive Officers. |
Summary Compensation Table
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2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table summarizes certain information regarding all plan-based awards granted to the Named Executive Officers during the year ended December 31, 2023.
2023 Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards $ | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target(2) $ | All Other Stock Awards: Number of Shares of Stock or Units(2) # | Grant Date Fair Value of Stock and Option Awards(3) $ | | Name | Type of Award(1 | Grant Date | Threshold $ | Target $ | Maximum $ | | | | | C. L. Knutson | Formulaic Bonus | — | — | 1,500,000 | 3,000,000 | — | — | — | | | TRSU | 01/03/2023(4) | — | — | — | — | 157,481 | 1,600,007 | | | PRSU | 01/03/2023(5) | — | — | — | 301,882 | — | 2,400,008 | | G. Kristjansson | Formulaic Bonus | — | — | 825,000 | 1,650,000 | — | — | — | | | TRSU | 01/03/2023(4) | — | — | — | — | 67,914 | 690,006 | | | PRSU | 01/03/2023(5) | — | — | — | 130,187 | — | 1,035,006 | | B. Wulfsohn | Formulaic Bonus | — | — | 825,000 | 1,650,000 | — | — | — | | | TRSU | 01/03/2023(4) | — | — | — | — | 67,914 | 690,006 | | | PRSU | 01/03/2023(5) | — | — | — | 130,187 | — | 1,035,006 | | M. C. Roper | TRSU | 01/03/2023(4) | — | — | — | — | 15,749 | 160,010 | | | PRSU | 01/03/2023(5) | — | — | — | 30,189 | — | 240,007 | | H. E. Schwartz | TRSU | 01/03/2023(4) | — | — | — | — | 26,575 | 270,002 | | | PRSU | 01/03/2023(5) | — | — | — | 50,944 | — | 405,012 | | Former Executive Officer | | | | | | | | | | S. D. Yarad | TRSU(6) | 01/03/2023(4) | — | — | — | — | 16,733 | 170,007 | | | PRSU(6) | 01/03/2023(5) | — | — | — | 32,076 | — | 255,009 |
2023 Grants of Plan-Based Awards
| 1. | Type of Award: |
2023 Grants of Plan-Based Awards
| • | Formulaic Bonus = Formulaically-determined cash award paid as part of annual incentive award (see note 5 to Summary Compensation Table for additional information) |
2023 Grants of Plan-Based Awards
| • | TRSU = Time-based RSUs |
2023 Grants of Plan-Based Awards
| • | PRSU = Performance-based RSUs |
2023 Grants of Plan-Based Awards
| 2. | These columns show the number of TRSUs and “target” number of PRSUs granted to each of the Named Executive Officers. The number of PRSUs that will ultimately vest is based upon the level of total stockholder return (“TSR”) of our Common Stock for the three-year performance period beginning January 1, 2023, and ending December 31, 2025. See note 5 below for further discussion regarding the applicable TSR goal and other material terms of these PRSU awards. |
2023 Grants of Plan-Based Awards
| 3. | Amounts in this column represent the aggregate grant date fair value of such awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For PRSUs, the grant date fair value is based on the assumption that the vesting condition for “target” performance will be achieved. See note 2 to the Summary Compensation Table for additional information. The closing price per share of our Common Stock on the grant date of the TRSU and PRSU awards was $10.16. |
2023 Grants of Plan-Based Awards
| 4. | In accordance with the terms of the applicable award agreements, these TRSU awards “cliff” vest on December 31, 2025, subject generally to the executive’s continued employment with MFA through such date. Dividend equivalents will not be paid in respect of the TRSUs during the period in which TRSUs are outstanding. Rather, to further the retention value of such awards, each executive will be credited with an amount, per TRSU, equal to the amount of dividends declared, which will be paid in cash following the vesting of the TRSU at the end of the three-year vesting period. |
2023 Grants of Plan-Based Awards
Each vested and outstanding TRSU will be settled in one share of Common Stock within 30 days following the date that such TRSU vests.
2023 Grants of Plan-Based Awards
| 5. | The number of PRSUs shown represents the aggregate “target” number of PRSUs granted. The number of underlying shares that the Named Executive Officer will become entitled to receive at the time of vesting will generally range from 0% to 200% of the target number of PRSUs granted, subject to the achievement of a pre- established performance metric tied to TSR. PRSUs with a grant date fair value of one-half of the value reported in the table will vest based on our level of absolute TSR during the three-year performance period ending December 31, 2025 (the “Absolute TSR PRSUs”), and PRSUs with a grant date fair value of one-half of the value reported in the table will vest based on our level of TSR for the three-year performance period ending December 31, 2025, relative to the TSR of a peer group of companies designated by the Compensation Committee of the Board at the time of grant (the “Relative TSR PRSUs”). For the Absolute TSR PRSUs, to determine the actual number of these PRSUs that will vest, the target number of such PRSUs will be adjusted up or down at the end of the three-year performance period, based on our cumulative TSR relative to an average 8% per annum simple TSR objective from 0% of the target amount (reflecting 0% per annum TSR during the performance period) up to 200% of the target amount (reflecting an average 16% per annum (or higher) TSR during the performance period |
2023 Grants of Plan-Based Awards
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2023 Grants of Plan-Based Awards
(i.e., cumulative TSR of 48% (or higher) during the performance period)), with 100% of the target amount being earned and vesting if TSR of an average 8% per annum is achieved during the performance period (i.e., cumulative TSR of 24% during the performance period). PRSUs that do not vest at the end of the performance period will be forfeited. With respect to the Relative TSR PRSUs, to the extent that our TSR rank is less than or equal to the 25th percentile when compared to the TSR of the members of the peer group, 0% of the target number of Relative TSR PRSUs will vest. To the extent that our TSR rank is in the 50th percentile, 100% of the target number of Relative TSR PRSUs will vest, and to the extent that our TSR rank is greater than or equal to the 80th percentile, generally 200% of the target number of Relative TSR PRSUs will vest. Regardless of our TSR rank, in no event will an executive vest in more than 100% of the target number of Relative TSR PRSUs to the extent our absolute TSR for the three-year performance period is less than zero. PRSUs that do not vest at the end of the performance period will be forfeited. Dividend equivalents will not be paid in respect of the PRSUs during the performance period. Rather, dividend equivalents will accrue with respect to the PRSUs during the performance period, and to the extent that the underlying PRSUs vest, an amount equal to the accrued dividend equivalents related to the vested PRSUs will be paid to the Named Executive Officer in the form of additional shares of Common Stock based on the closing price of the Common Stock on the vesting date. Vested PRSUs (if any) will be settled in an equivalent number of shares of our Common Stock in January 2027.
2023 Grants of Plan-Based Awards
| 6. | Mr. Yarad forfeited all such awards (without any consideration to him) effective September 15, 2023, upon his resignation from the Company. |
2023 Grants of Plan-Based Awards
Information regarding the vesting of the awards set forth in the table above upon termination of employment or change in control of MFA can be found under “Potential Payments upon Termination of Employment or Change in Control” on pages 64 to 68 of this Proxy Statement.
2023 Grants of Plan-Based Awards
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Outstanding Equity Awards
Outstanding Equity Awards The following table summarizes all outstanding equity awards held by the Named Executive Officers on December 31, 2023. (Mr. Yarad forfeited (without any consideration to him) all of his outstanding equity awards that had been previously granted to him in connection with his resignation from the Company on September 15, 2023.)
Outstanding Equity Awards
| | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested # | Market Value of Shares or Units of Stock That Have Not Vested $(1) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $(1) | | C. L. Knutson | 69,717(2) | 785,711 | — | — | | | — | — | 119,701(4) | 1,349,030 | | | 157,481(3) | 1,774,811 | — | — | | | — | — | 301,882(5) | 3,402,210 | | G. Kristjansson | 21,787(2) | 245,539 | — | — | | | — | — | 37,407(4) | 421,577 | | | 67,914(3) | 765,391 | — | — | | | — | — | 130,187(5) | 1,467,207 | | B. Wulfsohn | 21,787(2) | 245,539 | — | — | | | — | — | 37,407(4) | 421,577 | | | 67,914(3) | 765,391 | — | — | | | — | — | 130,187(5) | 1,467,207 | | M. C. Roper | 4,902(2) | 55,246 | — | — | | | — | — | 8,417(4) | 94,860 | | | 15,749(3) | 177,491 | — | — | | | — | — | 30,189(5) | 340,230 | | H. E. Schwartz | 8,170(2) | 92,076 | — | — | | | — | — | 14,028(4) | 158,096 | | | 26,575(3) | 299,500 | — | — | | | — | — | 50,944(5) | 574,139 |
Outstanding Equity Awards
| 1. | For purposes of this table, the market value of the unvested RSUs is deemed to be $11.27 per share, the closing price of the Company’s Common Stock on December 29, 2023, the last trading day of the year. |
Outstanding Equity Awards
| 2. | In accordance with the terms of the applicable award agreements, dated January 3, 2022, these TRSU awards “cliff” vest on December 31, 2024, assuming continued employment with us through such date (subject to earlier vesting in the event of termination of employment under certain circumstances). To further the retention value of these TRSU awards, each executive will be credited with an amount, per TRSU, equal to the dividends declared, which will be paid in cash following the vesting of the TRSUs at the end of the vesting period. |
Outstanding Equity Awards
| 3. | In accordance with the terms of the applicable award agreements, dated January 3, 2023, these TRSU awards “cliff” vest on December 31, 2025, assuming continued employment with us through such date (subject to earlier vesting in the event of termination of employment under certain circumstances). To further the retention value of these TRSU awards, each executive will be credited with an amount, per TRSU, equal to the dividends declared, which will be paid in cash following the vesting of the TRSUs at the end of the vesting period. |
Outstanding Equity Awards
| 4. | In accordance with the terms of the applicable award agreements, dated January 3, 2022, these PRSU awards “cliff” vest on December 31, 2024, assuming continued employment with us through such date (except in the event of termination of employment under certain circumstances). The number of PRSUs to ultimately vest is subject to the level of TSR achieved in respect of the Common Stock for the three-year period from January 1, 2022, to December 31, 2024. The |
Outstanding Equity Awards
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Outstanding Equity Awards
number of units reported reflects the number of PRSUs that will vest assuming “target” level TSR performance (both on an absolute basis and relative to a designated group of peer companies) is achieved. Dividend equivalents will not be paid during the performance period, but rather will accrue during such period and will be paid out at the end of the performance period in the form of additional shares of Common Stock based on the number of PRSUs to ultimately vest.
Outstanding Equity Awards
| 5. | In accordance with the terms of the applicable award agreements, dated January 3, 2023, these PRSU awards “cliff” vest on December 31, 2025, assuming continued employment with us through such date (except in the event of termination of employment under certain circumstances). The number of PRSUs to ultimately vest is subject to the level of TSR achieved in respect of the Common Stock for the three-year period from January 1, 2023, to December 31, 2025. The number of units reported reflects the number of PRSUs that will vest assuming “target” level TSR performance (both on an absolute basis and relative to a designated group of peer companies) is achieved. Dividend equivalents will not be paid during the performance period, but rather will accrue during such period and will be paid out at the end of the performance period in the form of additional shares of Common Stock based on the number of PRSUs to ultimately vest. |
Options Exercised and Stock Vested in 2023
Options Exercised and Stock Vested in 2023 The following table summarizes certain information regarding options exercised and stock awards vested with respect to the Named Executive Officers during the year ended December 31, 2023.
Options Exercised and Stock Vested in 2023
| | Option Exercises and Stock Vested in 2023 | | | | | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise # | Value Realized Upon Exercise $ | Number of Shares Acquired on Vesting # | Value Realized on Vesting $(2) | | C. L. Knutson | — | — | 214,759 | 2,420,334 | | G. Kristjansson | — | — | 59,892 | 674,983 | | B. Wulfsohn | — | — | 59,892 | 674,983 | | M. C. Roper | — | — | 14,974 | 168,757 | | H. E. Schwartz | — | — | 28,076 | 316,417 |
Options Exercised and Stock Vested in 2023
| 1. | Vested awards include TRSUs and PRSUs granted in January 2021, which vested in December 2023. Per the terms of the applicable awards, the TRSUs were settled in the form of Common Stock in January 2024, and the PRSUs will be settled in the form of Common Stock in January 2025. Number of shares vested excludes the following shares to be issued (in January 2025) to each executive in respect of dividend equivalents (“DEs”) accrued during the three-year performance period on the vested PRSUs: for Mr. Knutson, 59,562 shares with a value at vesting of approximately $671,264; for each of Mr. Kristjansson and Mr. Wulfsohn, 15,796 shares with a value at vesting of approximately $178,021; for Mr. Roper, 3,949 shares with a value at vesting of $44,505; and for Mr. Schwartz, 7,405 shares with a value at vesting of approximately $83,454. The right to receive dividend equivalents was factored into the determination of the grant date value of the TRSUs and PRSUs. |
Options Exercised and Stock Vested in 2023
| 2. | Amount is determined by reference to the closing price per share of our Common Stock on the date on which the applicable TRSUs or PRSUs vested. |
Options Exercised and Stock Vested in 2023
The table below provides additional information regarding the grants of TRSUs and PRSUs referred to in Note 1 to the above table, including the number and value of the shares issued (in the case of the TRSUs) or to be issued (in the case of the PRSUs) to each executive following vesting of the TRSUs and PRSUs on December 31, 2023.
Options Exercised and Stock Vested in 2023
| | 2021 TRSUs | | | | 2021 PRSUs | | | | | Executive | Units Granted # | Grant Date Value/Target Value $ | Units Vested # | Value Realized(1) $ | “Target” Units Granted # | Grant Date Value/Target Value $ | Units Vested(1) # | Value Realized(1) $ | | C. L. Knutson | 69,149 | 1,040,001 | 69,149 | 779,309 | 155,083 | 1,810,003 | 145,610 | 1,641,025 | | G. Kristjansson | 21,277 | 320,002 | 21,277 | 239,792 | 41,127 | 480,000 | 38,615 | 435,191 | | B. Wulfsohn | 21,277 | 320,002 | 21,277 | 239,792 | 41,127 | 480,000 | 38,615 | 435,191 | | M. C. Roper | 5,320 | 80,013 | 5,320 | 59,956 | 10,282 | 120,004 | 9,654 | 108,801 | | H. E. Schwartz | 9,974 | 150,001 | 9,974 | 112,407 | 19,279 | 225,010 | 18,102 | 204,010 |
Options Exercised and Stock Vested in 2023
| 1. | In the case of the TRSUs, value realized excludes dividend equivalents accrued during the three-year vesting period and paid in cash in connection with the settlement of the TRSUs in early 2024. In the case of the PRSUs, the number of units vested and the value realized excludes the shares to be issued (in January 2025) to each executive in respect of dividend equivalents accrued during the three-year performance period on vested PRSUs. The right to receive dividends equivalents had been factored into the determination of the grant date fair value of the TRSUs and the PRSUs. |
Options Exercised and Stock Vested in 2023
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Pension Benefits
Pension Benefits The Named Executive Officers received no benefits in 2023 from us under defined benefit pension plans. Our only retirement plan in which the Named Executive Officers were eligible to participate, apart from the Senior Officers Plan, is the 401(k) Plan.
Potential Payments upon Termination of Employment or Change in Control (CIC)
Potential Payments upon Termination of Employment or Change in Control (CIC) The tables below show certain potential payments that would have been made to a Named Executive Officer under his then-current employment agreement or award agreement(s) assuming such person’s employment had terminated at the close of business on December 31, 2023, under various scenarios, including a change in control. The tables include only the value of the incremental amounts payable to the Named Executive Officer arising from the applicable scenario and do not include the value of vested or earned, but unpaid, amounts owed to the applicable Named Executive Officer as of December 31, 2023 (including, for example, any annual bonus earned but not yet paid as of such date, dividend equivalents relating to dividends declared but not paid as of such date, vested but not settled TRSUs or PRSUs, or the employer 401(k) match of $13,200 for the Named Executive Officers). The footnotes to the tables describe the assumptions used in estimating the amounts shown in the tables. As used below, the terms “Cause,” “Change in Control,” “Disability,” and “Good Reason” shall have the respective meanings set forth in the applicable employment agreement, each of which has been filed with the SEC, or award agreement(s), forms of which have been filed with the SEC. Because the payments to be made to a Named Executive Officer depend on several factors, the actual amounts to be paid out upon a Named Executive Officer’s termination of employment can only be determined at the time of the executive’s separation from the Company.
Potential Payments upon Termination of Employment or Change in Control (CIC)
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Potential Payments upon Termination of Employment/CIC: C. L. Knutson
Potential Payments upon Termination of Employment/CIC: C. L. Knutson
Potential Payments upon Termination of Employment/CIC: C. L. Knutson
| | Death $ (a) | Disability $ (a) | Termination Without Cause/ Resignation for Good Reason $ (b) | Voluntary Resignation $ (c) | Change in Control $ (d) | | Incremental Benefits Due to Termination Event | | | | | | | Severance/Payment to Representative or Estate | 3,050,000 | 3,050,000 | 6,100,000 | 200,000 | 6,100,000 | | Value of Accelerated Equity Awards(1) | 7,311,762 | 7,311,762 | 2,830,284 | — | 7,311,762 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | 55,632 | — | — | 55,632 | | Total Value of Incremental Benefits | 10,361,762 | 10,417,394 | 8,930,284 | 200,000 | 13,467,394 |
Potential Payments upon Termination of Employment/CIC: G. Kristjansson
Potential Payments upon Termination of Employment/CIC: G. Kristjansson
Potential Payments upon Termination of Employment/CIC: G. Kristjansson
| | Death $ (a) | Disability $ (a) | Termination Without Cause/ Resignation for Good Reason $ (b) | Voluntary Resignation $ (c) | Change in Control $ (d) | | Incremental Benefits Due to Termination Event | | | | | | | Severance/Payment to Representative or Estate | 1,693,750 | 1,693,750 | 2,540,625 | 156,250 | 2,540,625 | | Value of Accelerated Equity Awards(1) | 2,899,715 | 2,899,715 | 1,020,127 | — | 2,899,715 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | 79,275 | — | — | 79,275 | | Total Value of Incremental Benefits | 4,593,465 | 4,672,740 | 3,560,752 | 156,250 | 5,519,615 |
Potential Payments upon Termination of Employment/CIC: B. Wulfsohn
Potential Payments upon Termination of Employment/CIC: B. Wulfsohn
Potential Payments upon Termination of Employment/CIC: B. Wulfsohn
| | Death $ (a) | Disability $ (a) | Termination Without Cause/ Resignation for Good Reason $ (b) | Voluntary Resignation $ (c) | Change in Control $ (d) | | Incremental Benefits Due to Termination Event | | | | | | | Severance/Payment to Representative or Estate | 1,693,750 | 1,693,750 | 2,540,625 | 156,250 | 2,540,625 | | Value of Accelerated Equity Awards(1) | 2,899,715 | 2,899,715 | 1,020,127 | — | 2,899,715 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | 79,275 | — | — | 79,275 | | Total Value of Incremental Benefits | 4,593,465 | 4,672,740 | 3,560,752 | 156,250 | 5,519,615 |
Potential Payments upon Termination of Employment/CIC: B. Wulfsohn
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Potential Payments upon Termination of Employment/CIC: M. C. Roper
Potential Payments upon Termination of Employment/CIC: M. C. Roper
Potential Payments upon Termination of Employment/CIC: M. C. Roper
| | Death $ (a) | Disability $ (a) | Termination Without Cause/ Resignation for Good Reason $ (b) | Voluntary Resignation $ (c) | Change in Control $ (d) | | Incremental Benefits Due to Termination Event | | | | | | | Severance/Payment to Representative or Estate | — | — | — | — | — | | Value of Accelerated Equity Awards(1) | 667,826 | 667,826 | — | — | 667,826 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | — | — | — | — | | Total Value of Incremental Benefits | 667,826 | 667,826 | — | — | 667,826 |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
Potential Payments upon Termination of Employment/CIC: H. Schwartz
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| | Death $ (a) | Disability $ (a) | Termination Without Cause/ Resignation for Good Reason $ (b) | Voluntary Resignation $ (c) | Change in Control $ (d) | | Incremental Benefits Due to Termination Event | | | | | | | Severance/Payment to Representative or Estate | — | — | 950,000 | — | — | | Value of Accelerated Equity Awards(1) | 1,123,811 | 1,123,811 | 690,086 | — | 1,123,811 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | — | 52,850 | — | — | | Total Value of Incremental Benefits | 1,123,811 | 1,123,811 | 1,692,936 | — | 1,123,811 |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| 1. | Value of Accelerated Equity Awards. For purposes of these tables, values for restricted shares, TRSUs and PRSUs are based on $11.27 per share, the closing price of our stock on December 29, 2023, the last trading day of the year. For purposes of these tables, we have assumed that “target” performance metrics with respect to the PRSUs have been achieved. |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (a) Death and Disability |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
The following incremental benefits would be paid to a Named Executive Officer or his estate or legal representative in the event of his death or Disability:
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (i) Severance/Payment to Representative or Estate: For Messrs. Knutson, Kristjansson and Wulfsohn, a payment equal to 100% of the sum of his (a) base salary and (b) the median of the annual bonuses paid to him for the three calendar years preceding such termination (the “Median Bonus”). |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (ii) Value of Accelerated Equity Awards: For Messrs. Knutson, Kristjansson, Wulfsohn, Roper and Schwartz, amounts represent the aggregate value resulting from the (i) immediate full vesting and settlement of all outstanding TRSUs (and any unpaid dividend equivalents in respect thereof) and (ii) full vesting of outstanding PRSUs as though the executive had remained employed through the end of the applicable performance period, subject to the achievement of applicable performance |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
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Potential Payments upon Termination of Employment/CIC: H. Schwartz
goals measured through the end of the applicable performance period (including the value of any shares issued in respect of dividends accrued in respect thereof during the applicable performance period). For purposes of the above tables, we have assumed that the “target” performance metric with respect to outstanding PRSUs has been achieved.
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (iii) | Other Benefits: For Messrs. Knutson, Kristjansson and Wulfsohn, in the event of Disability only, the continued participation, at MFA’s expense, in MFA’s health insurance for himself and his eligible dependents for the 18-month period following the executive’s termination. |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (b) Termination Without Cause/Resignation for Good Reason |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
The following incremental benefits would be paid to a Named Executive Officer in the event he is terminated without Cause or resigns for Good Reason, in either event, not in connection with a Change in Control:
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (i) Severance: For Mr. Knutson, a payment equal to 200% of the sum of (a) his base salary and (b) the Median Bonus. For Messrs. Kristjansson and Wulfsohn, a payment equal to 150% of the sum of (x) his base salary and (y) the Median Bonus. For Mr. Schwartz, a payment equal to the greater of (i) 100% of the sum of (a) his base salary and (b) the Median Bonus and (ii) 200% of his base salary. |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (ii) Value of Accelerated Equity Awards: For Messrs. Knutson, Kristjansson and Wulfsohn, amounts represent the aggregate value resulting from the (i) immediate full vesting of all outstanding time-based equity-based awards that would have otherwise vested within 12 months from the date of the executive’s termination (and any unpaid dividend equivalents in respect thereof) and (ii) pro rata vesting of outstanding PRSUs, subject to the achievement of applicable performance goals measured through the end of the applicable performance period (including the value of any shares issued in respect of dividends accrued in respect thereof during the applicable performance period). |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
For Mr. Schwartz, amount represents the aggregate value resulting from the (i) immediate full vesting and settlement of all outstanding TRSUs (and any unpaid dividend equivalents in respect thereof) and (ii) pro rata vesting of outstanding PRSUs, subject to the achievement of applicable performance goals measured through the end of the applicable performance period (including the value of any shares issued in respect of dividends accrued in respect thereof during the applicable performance period). For purposes of the above tables, we have assumed that the “target” performance metric with respect to outstanding PRSUs has been achieved and a pro rata portion of the “target” number of PRSUs would vest.
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (iii) | Other Benefits: For Mr. Schwartz, the continued participation, at MFA’s expense, in MFA’s health insurance for himself and his eligible dependents for the 12-month period following the executive’s termination. |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (c) Voluntary Resignation |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
The following incremental benefits would be paid to Mr. Knutson, Mr. Kristjansson or Mr. Wulfsohn in the event he resigns without Good Reason: three months’ base salary pursuant to the “Garden Leave” provisions set forth in each executive’s respective employment agreement.
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (d) Termination/Resignation upon Change in Control |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
The following incremental benefits would be paid to a Named Executive Officer in the event he resigns or is terminated under certain circumstances in connection with a Change in Control: “Double Trigger.” For each of Messrs. Knutson, Kristjansson, Wulfsohn, Roper and Schwartz, benefits would be payable only in the event the executive’s employment is terminated by MFA (other than for Cause), or he resigns for Good Reason, within 12 months following a Change in Control.
Potential Payments upon Termination of Employment/CIC: H. Schwartz
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Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (i) Severance: For Mr. Knutson, 200% of the sum of his (a) base salary and (b) Median Bonus. For Mr. Kristjansson and Mr. Wulfsohn, 150% of the sum of his (a) base salary and (b) Median Bonus. |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (ii) Value of Accelerated Equity Awards: For Messrs. Knutson, Kristjansson, Wulfsohn, Roper and Schwartz, amounts represent the aggregate value resulting from the immediate full vesting of all outstanding equity-based awards (assuming the achievement of “target” performance in the case of outstanding PRSUs) (and the payment of all dividends and dividend equivalents, including accrued dividends and dividend equivalents, on such awards). |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (iii) | Other Benefits: For Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn, the continued participation, at MFA’s expense, in MFA’s health insurance plan for himself and his eligible dependents for the 18-month period following the executive’s termination. |
Pay Ratio Disclosure
Pay Ratio Disclosure The annual total compensation of our CEO for the year ended December 31, 2023, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,640,540. The median of the annual total compensation of all employees, excluding our CEO, for fiscal year 2023 was $100,077. As a result, we estimate that the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee for fiscal year 2023 was approximately 66.35 to 1. We identified the median employee by annual total compensation, for all employees excluding our CEO, as of December 31, 2023. We calculated annual total compensation for those employees whose compensation is included in the pay ratio calculation using the same methodology used for calculating the annual total compensation of our Named Executive Officers as set forth in the Summary Compensation Table.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we have prepared this pay versus performance disclosure, which serves to further demonstrate the alignment of our executive compensation program with stockholder interests.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Total Stockholder Return(3) ($) | Peer Group Total Stockholder Return(3)(4) ($) | Net Income/ (Loss)(5) ($ in thousands) | Adjusted Distributable Earnings ROAE(6) (%) | | 2023 | 6,640,540 | 8,535,274 | 2,117,517 | 2,389,541 | 55.42 | 79.21 | 80,164 | 11.98% | | 2022 | 6,262,232 | 1,308,212 | 1,915,344 | 875,766 | 42.43 | 69.20 | (231,581) | 11.03% | | 2021 | 7,411,604 | 8,255,983 | 2,142,227 | 2,307,231 | 67.39 | 91.50 | 328,870 | 10.46% | | 2020 | 4,579,952 | 870,934 | 1,421,460 | 522,051 | 52.80 | 77.80 | (679,390) | (0.72%) |
Pay Versus Performance
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Pay Versus Performance
| 1. | For each of 2023, 2022, 2021 and 2020, our principal executive officer (PEO) was Craig L. Knutson. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 55 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below. |
Pay Versus Performance
| 2. | For 2023, our remaining NEOs consisted of Gudmundur Kristjansson, Bryan Wulfsohn, Michael C. Roper, Harold E. Schwartz and Stephen D. Yarad, our former Chief Financial Officer, who resigned his employment with the Company on September 15, 2023. For each of 2022, 2021 and 2020, our remaining NEOs consisted of Gudmundur Kristjansson, Bryan Wulfsohn, Stephen D. Yarad and Harold E. Schwartz. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 55 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below. |
Pay Versus Performance
| 3. | Total Stockholder Return and Peer Group Total Stockholder Return assume an initial investment of $100 invested at December 31, 2019. |
Pay Versus Performance
| 4. | As permitted by SEC rules, the Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the Bloomberg Mortgage REIT Index (BBREMTG), which is an industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of evaluating the compensation paid to our executive officers is described on page 37. |
Pay Versus Performance
| 5. | Reflects after-tax net income/(loss) in accordance with GAAP for each of the years shown. |
Pay Versus Performance
| 6. | The Company has designated “Adjusted Distributable Earnings ROAE” as its Company Selected Measure, as this measure (as well as, “Adjusted GAAP ROAE”) is the most important measure identified below under “2023 Most Important Financial Measures” which in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our PEO and other NEOs to the Company’s performance. Adjusted Distributable Earnings ROAE is defined on page 40 and is a non-GAAP financial measure. Per SEC rules, percentage shown is for the applicable calendar year. See Appendix B for a reconciliation of such measure to its comparable GAAP measure for the 2023 calendar year. |
Pay Versus Performance
Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items:
Pay Versus Performance
| | Year 2023 | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | PEO | Average for Non-PEO- NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | ($4,000,015) | ($990,014) | | Increase for fair value at 12/31/2023 of awards granted during 2023 that remain unvested as of year-end | $5,551,780 | $1,256,102 | | Increase/(Deduction) for change in fair value from 12/31/2022 to 12/31/2023 of awards granted in 2022 that were outstanding and unvested as of 12/31/2023 | $249,366 | $50,653 | | Increase/(Deduction) for change in fair value from 12/31/2022 to vesting date of awards granted in 2021 that vested during 2023 | $384,236 | $72,102 | | Increase/(Deduction) for fair value at 12/31/2022 of forfeited performance-based awards granted in 2021 due to failure to meet required performance levels for vesting | ($290,633) | ($116,819) | | Total adjustments added to/(subtracted from) Summary Compensation Table Total to determine Compensation Actually Paid | $1,894,734 | $272,024 |
Pay Versus Performance
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Pay Versus Performance
| | Year 2022 | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | PEO | Average for Non-PEO- NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | ($3,200,032) | ($687,519) | | Increase for fair value at 12/31/2022 of awards granted during 2022 that remain unvested as of year-end | $1,244,743 | $267,430 | | Increase/(Deduction) for change in fair value from 12/31/2021 to 12/31/2022 of awards granted in 2021 that were outstanding and unvested as of 12/31/2022 | ($2,318,936) | ($469,731) | | Increase/(Deduction) for change in fair value from 12/31/2021 to vesting date of awards granted in 2020 that vested during 2022 | ($304,753) | ($73,879) | | (Deduction) for fair value at 12/31/2021 of forfeited performance-based awards granted in 2020 due to failure to meet required performance levels for vesting | ($375,042) | ($75,879) | | Total adjustments added to/(subtracted from) Summary Compensation Table Total to determine Compensation Actually Paid | ($4,954,020) | ($1,039,578) |
Pay Versus Performance
| | Year 2021 | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | PEO | Average for Non-PEO- NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | ($2,850,004) | ($587,502) | | Increase for fair value at 12/31/2021 of awards granted during 2021 that remain unvested as of year-end | $4,049,339 | $827,995 | | Increase/(Deduction) for change in fair value from 12/31/2020 to 12/31/2021 of awards granted in 2020 that were outstanding and unvested as of 12/31/2021 | ($219,388) | ($40,488) | | Increase/(Deduction) for change in fair value from 12/31/2020 to vesting date of awards granted in 2019 that vested during 2021 | $87,209 | $22,282 | | (Deduction) for fair value at 12/31/2020 of forfeited performance-based awards granted in 2019 due to failure to meet required performance levels for vesting | ($222,777) | ($57,283) | | Total adjustments added to/(subtracted from) Summary Compensation Table Total to determine Compensation Actually Paid | $844,379 | $165,004 |
Pay Versus Performance
| MFA Financial, Inc. | 70 | 2024 Proxy Statement |
Pay Versus Performance
| | Year 2020 | | | Adjustments to Summary Compensation Table Totals to Determine Compensation Actually Paid | PEO | Average for Non-PEO- NEOs | | Deduction for amounts reported under the Stock Awards Column in the Summary Compensation Table | ($2,668,552) | ($585,060) | | Increase for fair value at 12/31/2020 of awards granted during 2020 that remain unvested as of year-end | $1,296,984 | $285,082 | | Increase/(Deduction) for change in fair value from 12/31/2019 to 12/31/2020 of awards granted in 2019 that were outstanding and unvested as of 12/31/2020 | ($1,093,613) | ($280,402) | | Increase/(Deduction) for change in fair value from 12/31/2019 to vesting date of awards granted in 2018 that vested during 2020 | ($617,410) | ($157,956) | | (Deduction) for fair value at 12/31/2019 of forfeited performance-based awards granted in 2018 due to failure to meet required performance levels for vesting | ($626,427) | ($161,073) | | Total adjustments added to/(subtracted from) Summary Compensation Table Total to determine Compensation Actually Paid | ($3,709,018) | ($899,409) |
Pay Versus Performance
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Pay Versus Performance
The following graph illustrates the relationship between compensation actually paid (“CAP”) to our NEOs and each of MFA’s total stockholder return (TSR) and (ii) the TSR of The Bloomberg Mortgage REIT Index (BBREMTG), in each case on a cumulative basis assuming an initial investment of $100 made on December 31, 2019:
Pay Versus Performance
| MFA Financial, Inc. | 72 | 2024 Proxy Statement |
Pay Versus Performance
The following graph illustrates the relationship between compensation actually paid (CAP) to our NEOs and MFA’s GAAP net income/(loss) available to common stock and participating securities on an annual basis for the years ended December 31, 2020, 2021, 2022 and 2023: The following graph illustrates the relationship between compensation actually paid (CAP) to our NEOs and Adjusted Distributable Earnings ROAE for the years ended December 31, 2020, 2021, 2022 and 2023:
Pay Versus Performance
| MFA Financial, Inc. | 73 | 2024 Proxy Statement |