DEF 14A of Mfa Financial, Inc.
Filed Apr 18, 2025 · FY20240001140361-25-014577
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, 2024, the Board held ten meetings and acted twelve 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 2024. All directors then serving on the Board attended our 2024 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.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
2024 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(4) | 150,000 | 150,000 | 300,000 | | Lisa Polsky | 135,000 | 150,000 | 285,000 | | Christopher Small(4) | — | — | — | | Sheila A. Stamps | 120,000 | 150,000 | 270,000 | | Richard C. Wald | 120,000 | 150,000 | 270,000 |
2024 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 2024. For Ms. Goodman and Mr. Wald, amount includes cash fees that the director elected to defer under the Non-Employee Directors Plan. |
2024 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 2024, each Non-Employee Director was granted 13,941 fully-vested RSUs on June 5, 2024 (based on a price per share of $10.76, 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 10,687 fully-vested RSUs on June 5, 2024 (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 109 to 113 of our 2024 Annual Report on Form 10-K. |
2024 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 2024 in respect of the fully-vested RSUs granted to each of Ms. Goodman, Ms. Josephs, Mr. Oelerich, Ms. Polsky, Ms. Stamps and Mr. Wald. |
2024 Non-Employee Director Compensation
| 4. | Mr. Oelerich served on the Board until his death in December 2024. Mr. Small was elected to the Board in March 2025 to fill the vacancy created by Mr. Oelerich’s passing. |
2024 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, 2024.
2024 Non-Employee Director Compensation
| Name | Fair Market Value of Deferred Amounts at Jan. 1, 2024(1) $ | Cash Distribution Jan. 15, 2024 $ | Remaining Deferred Amount after Jan. 15, 2024 Distribution(2) $ | Fair Market Value of Deferred Amounts at Dec. 31, 2024(3) $ | | L. S. Goodman | 883,854 | — | 883,854 | 972,537 | | R. Josephs | 525,593 | — | 525,593 | 536,373 | | L. Polsky | 282,234 | — | 282,234 | 288,023 | | R. C. Wald | 419,996 | — | 419,996 | 540,370 |
2024 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 2024. Amounts in this column represent the fair market value of hypothetical 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 $11.27 per share as reported on the NYSE on December 29, 2023 (the last trading day of the year). |
2024 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, 2024. |
2024 Non-Employee Director Compensation
| 3. | Amounts in this column represent the fair market value on December 31, 2024, of hypothetical stock units in the director’s deferred compensation account (including dividend equivalents credited to outstanding hypothetical stock units) (based upon the closing price of the Common Stock of $10.19 per share reported on the NYSE on December 31, 2024, under the Non-Employee Directors Plan. |
2024 Non-Employee Director Compensation
| MFA Financial, Inc. | 18 | 2025 Proxy Statement |
2024 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 (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 (the close of business on April 8, 2025), all of our current Non-Employee Directors have met this retention requirement, except Christopher Small, who was elected to the Board in March 2025. 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.
2024 Non-Employee Director Compensation
| Name | Shares of Common Stock Beneficially Owned # | Fully-Vested RSUs Owned # | Total Number of Equivalent Shares Owned # | | L. S. Goodman | 6,007 | 115,880 | 121,887 | | R. Josephs | 31,981 | 80,423 | 112,404 | | L. Polsky | -0- | 62,415 | 62,415 | | S. A. Stamps | -0- | 38,272 | 38,272 | | C. Small | -0- | — | -0- | | R. C. Wald | -0- | 62,415 | 62,415 |
2024 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.
2024 Non-Employee Director Compensation
| MFA Financial, Inc. | 19 | 2025 Proxy Statement |
2024 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, Lisa Polsky, Christopher Small, 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 III directors expires at the Annual Meeting. The terms of the other two classes of directors expire at MFA’s 2026 Annual Meeting of Stockholders (Class I directors) and MFA’s 2027 Annual Meeting of Stockholders (Class II directors). Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Ms. Polsky and Mr. Small have been nominated by the Board to stand for election as Class III directors by the stockholders at the Annual Meeting to serve a term until our 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. Ms. Polsky and Mr. Small are currently directors of MFA, and each has consented to stand for election at the Annual Meeting. If the candidacy of Ms. Polsky or Mr. Small 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. Polsky or Mr. Small would be unable or unwilling to serve as Class III directors. Set forth below is a summary of self-identified demographic characteristics for each of our directors, including Ms. Polsky and Mr. Small, the nominees for election at the Annual Meeting. We also provide the same for our continuing Class I and Class II 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 | 2025 Proxy Statement |
Demographics of the Board
Demographics of the Board
Demographics of the Board
| | L. S. Goodman | R. Josephs | C. L. Knutson | L. Polsky | C. Small | S. A. Stamps | R. C. Wald | | Gender | | | | | | | | | Female | • | • | | • | | • | | | Male | | | • | | • | | • | | Ethnicity or Race | | | | | | | | | Black or African American | | | | | | • | | | White/ Caucasian | • | • | • | • | • | | • |
Demographics of the Board
| MFA Financial, Inc. | 21 | 2025 Proxy Statement |
Class III Director Nominees
Class III Director Nominees The following information is furnished regarding the nominees for election as our Class III directors by the holders of Common Stock.
Class III Director Nominees
| Lisa Polsky AGE: 68 DIRECTOR SINCE: 2020 | Ms. Polsky has served as a member of the Board of Directors of HSBC North America Holdings, Inc. and HSBC Bank USA, N.A. since January 2023. She has also served on the Pershing Square U.S. Board of Directors since June 2024, where she chairs the audit committee. Ms. Polsky also served 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, from April 2021 to December 2024. She was also previously a member of the Board of Trustees of Guardian Life’s Variable Products Trust, from 2016 to 2022, where she chaired the audit committee. Ms. Polsky also served as a member of Deutsche Bank AG’s U.S. Board from 2016 to 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 AQR Capital Management LLC, an investment management firm, and she also previously served as a Senior Risk Advisor to 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. |
Class III Director Nominees
| MFA Financial, Inc. | 22 | 2025 Proxy Statement |
Class III Director Nominees
| Christopher Small AGE: 47 DIRECTOR SINCE: 2025 | Mr. Small has, since October 2022, served as the Chief Executive Officer of Black Owl Managing, LLC, a family investment office. From 2010 to 2022 Mr. Small worked in investment banking at Wells Fargo Securities, where he served in various roles of increasing responsibility, including most recently as Managing Director and Head of Diversified Financials for FIG Corporate and Investment Banking from 2019 to 2022 and Managing Director and Head of Financial Institutions Group Investment Banking from 2018 to 2019. While at Wells Fargo, Mr. Small had coverage responsibilities for several companies across the mortgage finance industry, including mortgage REITs, origination platforms and mortgage servicers. Prior to his tenure at Wells Fargo, Mr. Small served as an investment professional at American Capital, Ltd., an alternative investment platform, from 2007 to 2009. Mr. Small began his career in investment banking at JMP Securities LLC, where he worked from 2003 to 2007. Mr. Small received an A.B. degree from Princeton University. | | | WE BELIEVE THAT MR. SMALL’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 BOARDS OF DIRECTORS AND SENIOR MANAGEMENT TEAMS OF PUBLIC AND PRIVATE COMPANIES (INCLUDING MORTGAGE REITS AND OTHER MORTGAGE FINANCE FIRMS) ON CAPITAL MARKETS TRANSACTIONS, MERGERS AND ACQUISITIONS AND OTHER STRATEGIC MATTERS. | | | Vote | | | The Board recommends that stockholders vote “FOR” the election of each of Ms. Polsky and Mr. Small as Class III Directors. |
Class III Director Nominees
| MFA Financial, Inc. | 23 | 2025 Proxy Statement |
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: 69 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 to 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 to 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: 65 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. | 24 | 2025 Proxy Statement |
Continuing Class II Directors
Continuing Class II Directors The following information is furnished regarding our Class II directors (who will continue to serve on the Board until our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify).
Continuing Class II Directors
| Robin Josephs AGE: 65 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. |
Continuing Class II Directors
| MFA Financial, Inc. | 25 | 2025 Proxy Statement |
Continuing Class II Directors
| Craig L. Knutson AGE: 65 DIRECTOR SINCE: 2017 | Mr. Knutson has served as MFA’s Chief Executive Officer since August 2017. Mr. Knutson served as CEO and President from August 2017 to September 2024, after having been appointed Co-CEO of MFA in July 2017. Mr. Knutson was appointed MFA’s 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. Mr. Knutson began his career in the Investment Banking Department of E.F. Hutton & Company Inc., serving as an Analyst and then as an Associate. 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. |
Continuing Class II Directors
| MFA Financial, Inc. | 26 | 2025 Proxy Statement |
Continuing Class II Directors
| Sheila A. Stamps AGE: 67 DIRECTOR SINCE: 2021 | Ms. Stamps currently serves on the Board of Directors of 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 previously served on the Board of Directors of Pitney Bowes Inc., a global shipping and mailing company that provides services to businesses and governments, from 2020 to 2024, where she served as chair of the executive compensation committee and a member of the audit committee. She 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. |
Continuing Class II 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, even if the remaining directors do not constitute a quorum 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 II Directors
| MFA Financial, Inc. | 27 | 2025 Proxy Statement |
Continuing Class II Directors
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm On March 4, 2025, the Audit Committee of the Board appointed KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025. The Board is asking stockholders to ratify the Audit Committee’s appointment of KPMG LLP for 2025. 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. |
2024 Compensation Summary
| • | In accordance with pay-for-performance principles, 2024 annual incentive compensation for Mr. Knutson and Mr. Wulfsohn was aligned with strong financial and individual performance during the year. Mr. Knutson was paid overall annual incentive compensation for the 2024 Performance Period (December 1, 2023 to November 30, 2024) of $3,267,350. Mr. Knutson’s annual incentive compensation for 2024 reflected a payment to him of 163.4% of his overall “target” annual incentive award of $2,000,000 for 2024, as compared to the overall annual incentive compensation of $1,827,325 paid to him for the 2023 performance period, which reflected a payment of 91.4% of his overall “target” annual incentive award for that year (which “target” was also $2,000,000). |
2024 Compensation Summary
In addition, Mr. Wulfsohn was paid overall annual incentive compensation for the 2024 Performance Period of $1,934,542, which reflected a payment to him of 175.9% of his overall “target” annual incentive award of $1,100,000 for 2024, as compared to the overall annual incentive compensation of $1,005,029 paid for the 2023 performance period, which reflected a payment of approximately 91.4% of his overall “target” annual incentive award for that year (which “target” was also $1,100,000). The increase in annual incentive compensation for each of Mr. Knutson and Mr. Wulfsohn for 2024 as compared to 2023 was driven primarily by increases in the payouts for the components of each executive’s annual bonus that are
2024 Compensation Summary
| • | 2024 year-end vesting and realized value of long-term incentive awards granted to Named Executive Officers in 2022 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 decline in our Common Stock price during the three-year period ended December 31, 2024, 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 2022 and vested at the end of 2024. 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 2022 with a three-year performance period that ended December 31, 2024. More specifically, at their vesting on December 31, 2024, the value of the TRSUs that had been granted to each Named Executive Officer in early 2022 had declined approximately 44.5% from the TRSUs’ grant date value (see 2024 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, 2024, approximately 47.5% of the “target” number of PRSUs granted to the Named Executive Officers in early 2022 ultimately vested, such that the actual value realized on the PRSUs reflected 30.2% of the grant date value of the “target” number of PRSUs (see 2024 Realized Compensation below). |
2024 Compensation Summary
| • | Approximately 60% of long-term equity awards granted to Named Executive Officers in 2024 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 2024, 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 and commercial mortgage REITs (in the case of the other half of such awards), in each case for the three-year period from January 1, 2024 to December 31, 2026, with the number of awards to ultimately vest ranging from zero to two times “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 2024 are further described on pages 44 to 45 and pages 48 to 50 of this Proxy Statement under the heading “2024 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 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
Compensation Benchmarking/Use of Peer Groups
| MFA Financial, Inc. | 36 | 2025 Proxy Statement |
Compensation Benchmarking/Use of Peer Groups
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 2024, 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 2023 compensation decisions):
Compensation Benchmarking/Use of Peer Groups
| AGNC Investment Corp. (AGNC) | Mr. Cooper Group, Inc. (COOP) | | Arbor Realty Trust, Inc. (ABR) | New York Mortgage Trust, Inc. (NYMT) | | BrightSpire Capital, Inc. (BRSP) | 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) | | Ladder Capital Corp. (LADR) | |
Compensation Benchmarking/Use of Peer Groups
For 2024, the Compensation Committee removed Broadmark Realty Capital, Inc. (“Broadmark”) from the peer group, as it was acquired by an externally managed REIT during 2023. Except for the removal of Broadmark, the Compensation Committee made no other modifications to the companies comprising the peer group for 2024 from those that it had used to inform its compensation decisions in 2023.
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
| Element | Key Features | Purpose | | Base Salary | • Levels set periodically based on scope of the executive’s role, responsibilities of the position, individual performance and competitive market practices • Changes may be considered based on performance and other factors | • Provides a base level of fixed compensation | | Annual Incentives | • For 2024, for Messrs Knutson and Wulfsohn, per terms of their respective employment agreement, (a) portion of annual bonus based on the achievement of adjusted return on common equity targets and (b) portion based on the Compensation Committee’s discretionary assessment of Company and individual performance • For 2024, for Mr. Roper, Ms. Samuels and Mr. Schwartz, based on a discretionary determination of Company and individual performance, with the Compensation Committee using similar methodology as used for Mr. Knutson and Mr. Wulfsohn to guide its decisions • Annual incentive award paid in cash | • Provides an incentive to achieve annual financial and individual performance goals | | Long-Term Incentive Awards | • Grants of stock-based awards with multi-year vesting requirements • Vesting may be time-based or performance-based • For 2024, LTIAs granted in the form of time-based RSUs (40% of target grant value) and performance-based RSUs (60% of target grant value) | • Performance-based awards provide long-term incentives tied to TSR on both an absolute basis and relative to a group of internally- and externally- managed mortgage REITs selected by the Compensation Committee at the time of grant • Further aligns executive’s interests with stockholders and encourages retention of key executives |
Key Elements of Compensation
The following discussion provides additional explanation about each of the elements of compensation described above. Base Salary. We provide the Named Executive Officers with annual base salaries to provide them with a base level of fixed 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 2024, 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 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 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, Ms. Samuels 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, Ms. Samuels and Mr. Schwartz, no pre-set “target” level for their respective annual incentive award was established. For 2024, 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 each of Mr. Roper, Ms. Samuels and Mr. Schwartz for 2024, the Compensation Committee used as a guide an approach and methodology similar to that used to determine the annual incentive awards for Messrs. Knutson and Wulfsohn. |
Key Elements of Compensation
Annual Incentive Award for Mr. Knutson and Mr. Wulfsohn Pursuant to the terms of the employment agreements that we have in place with each of Mr. Knutson 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 2024 Performance Period (i.e., the 12-month period beginning on December 1, 2023, and ending on November 30, 2024). Under the terms of his employment agreement Mr. Knutson’s “target” annual bonus (the “Overall Target Bonus”) for the 2024 Performance Period was $2,000,000 (which was unchanged from his Overall Target Bonus for each of the 2023 and 2022 performance periods), and Mr. Wulfsohn’s Overall Target Bonus for the 2024 Performance Period was $1,100,000 (which was unchanged from his Overall Target Bonus for the 2023 performance period and reflected an increase of $150,000 from his Overall Target Bonus for the 2022 performance period).
Key Elements of Compensation
| • | the major portion (75% of the “target” value) 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 2024 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 respect to Adjusted Distributable Earnings ROAE, the Compensation Committee determined each executive’s bonus measured both on an absolute basis, as well as on a relative basis compared to a peer group of mortgage REITS as selected by the committee. The bonuses based on such measures are hereinafter referred to individually as the “Adjusted GAAP ROAE Bonus”, the “Distributable Earnings ROAE Bonus” and the “Relative DE ROAE Bonus” and together as the “Formulaic Bonus”. |
Key Elements of Compensation
| • | a lesser portion (25% of the “target” value) 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 2024 Performance Period the target amount of the Formulaic Bonus (the “Target Formulaic Bonus”) for Messrs. Knutson and Wulfsohn was equal to 75% of his Overall Target Bonus. Based on his Overall Target Bonus, for the 2024 Performance Period Mr. Knutson’s Target Formulaic Bonus was $1,500,000, with 30% ($450,000) of the Target Formulaic Bonus allocated to the Adjusted GAAP ROAE Bonus, 30% ($450,000) allocated to the Distributable Earnings ROAE Bonus and 40% ($600,000) allocated to the Relative DE ROAE Bonus. Similarly, based on Mr. Wulfsohn’s Overall Target Bonus, for the 2024 Performance Period his Target Formulaic Bonus was $825,000, with 30% ($247,500) of the Target Formulaic Bonus allocated to the Adjusted GAAP ROAE Bonus, 30% ($247,500) allocated to the Distributable Earnings ROAE Bonus and 40% ($330,000) allocated to the Relative DE ROAE Bonus. Each of Mr. Knutson’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 2024 Performance Period, the determination of the Adjusted GAAP ROAE Bonus was based on a methodology that reflects certain adjustments to the Company’s GAAP net income and GAAP stockholders’ equity. For purposes of determining the 2024 Adjusted GAAP ROAE Bonus, “Adjusted GAAP ROAE” was calculated by dividing (i) our net income available to common stockholders and participating securities for the 2024 Performance Period as determined in accordance with GAAP (but excluding the impact of certain non-cash expense items such as depreciation, 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 the 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 certain realized gains (“Adjusted Distributable Earnings”). More specifically, for purposes of determining the 2024 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
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 2024 Performance Period would be 9.25% (calculated as described above), which reflected an increase of 1.00% over the Adjusted GAAP ROAE Target for the 2023 performance period. |
Key Elements of Compensation
| • | No Adjusted GAAP ROAE Bonus would be earned if Adjusted GAAP ROAE was negative (the “threshold” Adjusted GAAP ROAE level) for the 2024 Performance Period, as compared to a threshold performance level of 3.0% for this metric for the 2023 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 2024 Performance Period, which reflected no change from the performance level for this metric for the 2023 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 2024 Performance Period, which reflected no change from the threshold performance level for this metric for the 2023 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 13.25% for the 2024 Performance Period, as compared to a level of 13.50% for the analogous metric for the 2023 performance period. |
Key Elements of Compensation
To the extent that MFA’s Adjusted Distributable Earnings ROAE for the 2024 Performance Period were to be greater than the threshold Adjusted Distributable Earnings ROAE level of 5.5% but less than 13.25%, 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 ($450,000 in the case of Mr. Knutson and $247,500 in the case of Mr. Wulfsohn) to the extent that MFA’s Adjusted Distributable Earnings ROAE equaled the Adjusted Distributable Earnings ROAE Target for the 2024 Performance Period. The Compensation Committee considered several factors in establishing the Adjusted GAAP ROAE target of 9.25% and the Adjusted Distributable Earnings ROAE Target of 9.25% for the 2024 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 2024, which were presented to it and the full Board. Based on the Compensation Committee’s review of this information and macroeconomic factors, as well as its consideration of the investing and interest rate environment at the time of its review, the Compensation Committee believed that the prior year’s Adjusted GAAP ROAE “target” of 8.25% was no longer appropriate and that a higher Adjusted GAAP ROAE target was merited in order to appropriately 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 9.25% (as compared to an analogous target of 8.25% for the 2023 performance period) was a level that would appropriately incent management for the 2024 Performance Period. Relative DE ROAE Bonus. With respect to the Relative DE ROAE Bonus, the Compensation Committee determined that the Company’s Adjusted Distributable Earnings ROAE for the Relative DE ROAE Performance Period would be measured and ranked against the Adjusted Distributable Earnings ROAE of the companies in the Relative DE ROAE Peer Group (excluding, as indicated above, MFA) for the same period. The Compensation Committee adopted the following parameters for the purpose of determining the amount of the Relative DE ROAE Bonus that could be earned by each of Mr. Knutson and Mr. Wulfsohn for the performance period. To the extent MFA’s Adjusted Distributable Earnings rank for the Relative DE ROAE Performance Period were to be:
Key Elements of Compensation
| • | Below the 25th percentile of the Relative DE ROAE Peer Group, no Relative DE ROAE Bonus would be earned. |
Key Elements of Compensation
| • | At the 25th percentile (the “threshold” percentile level) of the Relative DE ROAE Peer Group, the amount of the Relative DE ROAE Bonus that would be earned by the executive would be equal 37.5% of the executive’s Relative DE ROAE Target. |
Key Elements of Compensation
| • | At the 50th percentile (the “target” percentile level) of the Relative DE ROAE Peer Group, the amount of the Relative DE ROAE Bonus that would be earned by the executive would be equal 100% of the executive’s Relative DE ROAE Target ($600,000 in the case of Mr. Knutson and $330,000 in the case of Mr. Wulfsohn). |
Key Elements of Compensation
methodology used to calculate MFA’s Adjusted Distributable Earnings ROAE, with such assumptions, estimates and adjustments, as determined in good faith to be necessary or appropriate to achieve such consistency. 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 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 2024 Performance Period, the Target IRM Bonus for Mr. Knutson was $500,000 (which was unchanged from Mr. Knutson’s Target IRM Bonus for the 2023 performance period), and the Target IRM Bonus for Mr. Wulfsohn was $275,000 (which was unchanged from Mr. Wulfsohn’s Target IRM Bonus for the 2023 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 Mr. Knutson and Mr. Wulfsohn is determined by the Compensation Committee in its discretion based upon factors it deems relevant and appropriate, including, without limitation, MFA’s 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 and Mr. Wulfsohn Under the terms of Mr. Knutson and Mr. Wulfsohn’s employment agreement as in effect during the 2024 Performance Period, each executive was entitled to a grant of RSUs, consisting of TRSUs and a “target” amount of PRSUs. More specifically, for 2024, Mr. Knutson was granted TRSUs with a grant date value of approximately $1,600,000 (no change from 2023) and a “target” number of PRSUs with a grant date value of approximately $2,400,000 (no change from 2023), and Mr. Wulfsohn was granted TRSUs with a grant date value of approximately $690,000 (no change from 2023) and a “target” number of PRSUs with a grant date value of approximately $1,035,000 (no change from 2023). TRSUs. Subject to exceptions in certain circumstances described below in “Potential Payments upon Termination of Employment or Change in Control” found on pages 66 to 70 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 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 2024, the executives receive dividend equivalent payments as and when dividends are paid on our Common Stock during the period in which TRSUs are outstanding. 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
Key Elements of Compensation
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 2024 is January 1, 2024 through December 31, 2026). 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 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. Dividend equivalents are not paid in respect of the PRSUs during the performance period. Rather, dividend equivalents 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 each executive in the form of additional shares of our Common Stock based on the closing price of the Common Stock on the vesting date.
Annual Incentives
Annual Incentives Mr. Knutson and Mr. Wulfsohn. The annual incentive award opportunity for each of Mr. Knutson and Mr. Wulfsohn consisted of both the Formulaic Bonus (see pages 40 to 44 above) and the discretionary IRM Bonus (see page 44 above). 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, Adjusted GAAP ROAE for the 2024 Performance Period (December 1, 2023 to November 30, 2024) was approximately 13.73%*. Further, under the methodology for determining the Distributable Earnings ROAE Bonus, Adjusted Distributable Earnings ROAE for the 2024 Performance Period was approximately 12.53%*. Under the methodology for determining the Relative DE ROAE Bonus, MFA ranked seventh (7th), or eighty-first and eight tenths (81.8) percentile, relative to the companies in the Relative DE ROAE Peer Group for the Relative DE ROAE Performance Period. The amount of each of the Adjusted GAAP ROAE Bonus, Distributable Earnings ROAE Bonus and Relative DE ROAE Bonus for each of Mr. Knutson and Mr. Wulfsohn was determined by applying the Adjusted GAAP ROAE of 13.73%*, the Adjusted Distributable Earnings ROAE of 12.53%* and the Relative DE ROAE percentile to the respective methodology established by the Compensation Committee for each component of the Formulaic Bonus, with the result that each executive earned (i) an Adjusted GAAP ROAE Bonus equal to approximately 166.4% of his respective target for this component of the Formulaic Bonus, (ii) a Distributable Earnings ROAE Bonus equal to approximately 181.9% of his respective target for this component of the Formulaic Bonus and (iii) a Relative DE ROAE Bonus equal to 200% of his respective target for this component of the Formulaic Bonus. * Adjusted GAAP Earnings, Adjusted GAAP ROAE, Adjusted Distributable Earnings and Adjusted Distributable Earnings ROAE are non-GAAP financial measures. See Appendix B and Appendix C for a reconciliation of each such measure to its comparable GAAP measure for the 2024 Performance Period.
Annual Incentives
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Annual Incentives
The target amount of each component of the Formulaic Bonus, the percentage of the target amount earned, the actual amount of each component earned and the total amount of the 2024 Formulaic Bonus earned by Messrs. Knutson and Wulfsohn are set forth in the table below:
Annual Incentives
| Executive | Adjusted GAAP ROAE Bonus | | | Distributable Earnings ROAE Bonus | | | Relative DE ROAE Bonus | | | 2024 Total Formulaic Bonus Earned $ | | | Target Bonus $ | Bonus Earned % of Target | Bonus Earned $ | Target Bonus $ | Bonus Earned % of Target | Bonus Earned $ | Target Bonus $ | Bonus Earned % of Target | Bonus Earned $ | | | Mr. Knutson | 450,000 | 166.4% | 748,800 | 450,000 | 181.9% | 818,550 | 600,000 | 200.0% | 1,200,000 | 2,767,350 | | Mr. Wulfsohn | 247,500 | 166.4% | 411,840 | 247,500 | 181.9% | 450,202 | 330,000 | 200.0% | 660,000 | 1,522,042 |
Annual Incentives
IRM Bonus. The actual amount of the IRM Bonus paid to each of Mr. Knutson 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. The target amount of this component of annual bonus, the percentage of that target amount earned and the total amount of the 2024 IRM Bonus earned by Messrs. Knutson and Wulfsohn is set forth in the following table:
Annual Incentives
| Executive | Target IRM Bonus $ | IRM Bonus Earned % of Target | 2024 IRM Bonus Earned $ | | Mr. Knutson | 500,000 | 100% | 500,000 | | Mr. Wulfsohn | 275,000 | 150% | 412,500 |
Annual Incentives
In determining the amount of Mr. Knutson’s and Mr. Wulfsohn’s respective IRM Bonus and the Compensation Committee’s decision to pay out such bonuses at the levels indicated in the table above, the Compensation Committee recognized the leadership of each executive in steering MFA through the challenging operating and financial environment that defined the 2024 Performance Period. In particular, the Compensation Committee recognized Mr. Knutson’s and Mr. Wulfsohn’s efforts in managing the Company’s investment portfolio, which resulted in it 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 (thereby furthering the Company’s strategy of emphasizing longer term, non-mark-to-market, non-recourse funding of its investment assets), 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 attractive investment opportunities. The Compensation Committee also recognized Mr. Knutson’s and Mr. Wulfsohn’s success in maintaining and growing the Company’s relationships with MFA’s key stakeholders throughout the year, including its stockholders, its most important lending counterparties and investors in offerings of mortgage-backed securities sponsored by the Company. 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 opportunities for employee development. Further, the Compensation Committee recognized the key role that Mr. Knutson played in succession planning both at the corporate level, as well as at the Company’s Lima One Capital subsidiary and the implementation of such plans during the year. In regard to Mr. Wulfsohn, the Compensation Committee also recognized the increased responsibilities assumed by him upon his promotion to President of MFA in September 2024, including his assuming oversight of Lima One Capital. Mr. Roper, Ms. Samuels and Mr. Schwartz. Each of Mr. Roper, Ms. Samuels and Mr. Schwartz 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
Annual Incentives
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Annual Incentives
incentive compensation for these executives is based upon subjective assessments and evaluation of MFA’s annual performance and each executive’s individual performance. To guide the Compensation Committee in determining the levels of Mr. Roper’s, Ms. Samuels’ and Mr. Schwartz’s respective bonus for the 2024 Performance Period, it used as a framework a methodology that was similar to the methodology that it used to determine the annual bonus amount for Mr. Knutson and Mr. Wulfsohn. In this regard, the Compensation Committee, with the input of Mr. Knutson, assumed a hypothetical “target” overall bonus for each of Mr. Roper and Mr. Schwartz of $600,000 and a hypothetical “target” overall bonus for Ms. Samuels of $400,000. The Compensation Committee then employed an illustrative scenario in which 50% of each executive’s hypothetical target would be based on the three components of the Formulaic Bonus and 50% 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 each executive’s bonus. The Compensation Committee believes that using a discretionary (rather than largely formulaic) approach for the determination of Mr. Roper’s, Ms. Samuels’ and Mr. Schwartz’s bonus is appropriate in light of their not having ultimate responsibility for the Company’s investment decisions or management of its investment portfolio. Nonetheless, the Compensation Committee believes that, reflective of their positions as among the most senior executives of the Company, it is appropriate that their bonuses be informed by and aligned with not only their individual performance, but also with the financial performance of the Company. In this regard, in determining Mr. Roper’s, Ms. Samuels’ and Mr. Schwartz’s bonus, the Compensation Committee referred to the Formulaic Bonus structure used in the determination of Mr. Knutson’s and Mr. Wulfsohn’s annual bonuses. After receiving the input of Mr. Knutson, the Compensation Committee approved an annual incentive bonus to Mr. Roper of $925,000 for the 2024 Performance Period, all of which was paid in cash. In determining Mr. Roper’s bonus, the Compensation Committee recognized, among other things, Mr. Roper’s integral role in the various financing and other transactions undertaken by the Company during 2024, including his role in the successful execution of two public offerings of senior notes during the year and his leadership in directing the activities performed by our finance and accounting staff in support of our business activities. Further, after receiving the input of Mr. Knutson, the Compensation Committee approved an annual incentive bonus to Ms. Samuels of $665,000 for the 2024 Performance Period, all of which was paid in cash. In determining Ms. Samuels’ bonus, the Compensation Committee noted, among other matters, Ms. Samuels’ key role in the onboarding and financing of mortgage loans acquired by the Company for its investment portfolio, oversight and asset management of the loan portfolio and other loan-related operations. The Compensation Committee also recognized Ms. Samuels’ role in providing advice and support to the underwriting and servicing functions of MFA’s Lima One Capital subsidiary. In addition, after receiving the input of Mr. Knutson, the Compensation Committee approved an annual incentive bonus for Mr. Schwartz of $925,000, all of which was paid in cash. In determining Mr. Schwartz’s bonus, the Compensation Committee noted his integral role in the various financing and other transactions undertaken by the Company during 2024 (including the public offerings mentioned above), his leadership and advice in connection with governance and disclosure matters involving the Company and his leadership in directing the activities performed by our legal department in support of our business activities.
2024 Long-Term Equity-Based Incentive Awards
2024 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 2024. In addition, in order to further align the interests of the other Named Executive Officers and foster their retention (and, in the case of Mr. Wulfsohn, in accordance with his employment agreement), the Compensation Committee also made awards of TRSUs and PRSUs to Mr. Wulfsohn, Mr. Roper, Ms. Samuels and Mr. Schwartz in January 2024. 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.
2024 Long-Term Equity-Based Incentive Awards
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2024 Long-Term Equity-Based Incentive Awards
| • | The TRSUs will “cliff” vest on December 31, 2026, 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 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. |
2024 Long-Term Equity-Based Incentive Awards
| • | The Absolute TSR PRSUs will “cliff” vest on December 31, 2026, 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 appreciation or depreciation, as the case may be, plus dividends (assuming no reinvestment of dividends) divided by initial share price) for the three-year performance period beginning on January 1, 2024 and ending on December 31, 2026. 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. |
2024 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, 2024, and ending on December 31, 2026, 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. |
2024 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 residential and commercial mortgage REITs and other mortgage finance firms the common stock of which was held by the iShares Mortgage Real Estate ETF (Symbol: REM) as of December 29, 2023. A list of these companies can be found on Appendix A to this Proxy Statement. We note that the companies selected by the Compensation Committee for the purposes of the Relative TSR PRSUs (which are the same companies that were used to determine the Relative DE ROAE Bonus paid to each of Mr. Knutson and Mr. Wulfsohn for 2024) 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 and because the operations of the companies in the iShares Mortgage Real Estate ETF include mortgage finance activities that are not limited principally to residential mortgage finance. 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. 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.
2024 Long-Term Equity-Based Incentive Awards
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2024 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 2024 long-term equity-based awards granted to each of the Named Executive Officers are set forth in the table below:
2024 Long-Term Equity-Based Incentive Awards
| | TRSUs | | PRSUs | | | Executive | # | Aggregate Grant Date Fair Value(1) $ | # | Aggregate Grant Date Fair Value(1) $ | | Mr. Knutson | 142,223 | 1,600,009 | 230,721 | 2,400,008 | | Mr. Wulfsohn | 61,334 | 690,008 | 99,499 | 1,035,009 | | Mr. Roper | 21,334 | 240,008 | 34,609 | 360,010 | | Ms. Samuels | 14,223 | 160,009 | 23,073 | 240,010 | | Mr. Schwartz | 24,000 | 270,000 | 38,935 | 405,010 |
2024 Long-Term Equity-Based Incentive Awards
| 1. | Determined at the time the grant was made (January 2, 2024) in accordance with FASB Accounting Standards Codification Topic 718. |
2024 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 ($13,800 for 2024) 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 or Other Benefits. The Compensation Committee provides no perquisites or 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 2024 regarding perquisites.
2024 Long-Term Equity-Based Incentive Awards
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2024 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 Gudmundur Kristjansson As indicated above, Mr. Kristjansson served as our Senior Vice President and Co-Chief Investment Officer through the date of his termination of employment by the Company (without cause), effective November 22, 2024. For the portion of 2024 that Mr. Kristjansson was employed by the Company, he received an annualized base salary of $625,000, which was unchanged from his 2023 annualized base salary. In January 2024, Mr. Kristjansson received an award of 61,334 TRSUs (with a grant date fair value equal to $690,008) and 99,499 PRSUs (with a grant date fair value equal to $1,035,009), in each case, on the same terms and conditions as applied to the other Named Executive Officers. Mr. Kristjansson did not receive any annual incentive compensation for 2024 on account of his termination of employment. Pursuant to the terms of the employment agreement between the Company and Mr. Kristjansson, Mr. Kristjansson became entitled to receive certain payments and other benefits as a result of his termination in exchange for his delivery to the Company of a release of claims. More particularly, in accordance with the terms of his employment agreement, Mr. Kristjansson will receive cash severance in the aggregate amount of $2,540,625 payable in accordance with MFA’s usual payroll practices through May 2026. In addition, under the terms of his employment agreement, Mr. Kristjansson vested in (i) 21,787 TRSUs and (ii) 17,773 PRSUs (based on the achievement of applicable performance metrics), each of which were granted to him in January 2022. Further, under the terms of his employment agreement, Mr. Kristjansson will be eligible to vest on a pro rata basis in the PRSUs granted to him in each of January 2023 and January 2024, subject in the case of each grant to the achievement of the applicable performance metrics for the three-year performance period relating to each grant. Upon the termination of his employment, Mr. Kristjansson forfeited all other unvested TRSUs and PRSUs that had been previously granted to him, including all TRSUs granted to him in each of January 2023 and January 2024. Mr. Kristjansson is also eligible for reimbursement of up to $54,648 for health insurance premiums for him and his family for the twelve-month period through November 2025 to the extent he is not eligible to participate in the health insurance plan of a subsequent employer.
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 two executive officers (Mr. Knutson 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 Mr. Knutson and Mr. Wulfsohn, including the circumstances in which severance is payable and the amount of such severance benefits, see “Employment Contracts” on pages 62 to 66 and “Potential Payments upon Termination of Employment or Change in Control” on pages 66 to 70 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; |
Other Features of Our Executive Compensation Program
Clawback Policy. The Company’s clawback policy provides for the recovery of certain performance-based compensation in the event of an accounting restatement (as such term is defined in the clawback policy) by the Company due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Under this policy, the Compensation Committee must seek to recover the portion of performance-based compensation paid to our current or former executive officers that would not have been earned had the Company’s restated financial statements been used in the determination of the amount of performance-based compensation originally awarded. This policy includes a three-year look back period. A copy of the clawback policy was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024. We also have included in Messrs. Knutson’s and Mr. Wulfsohn’s respective employment agreements, as well as in the TRSU and PRSU award agreements relating to awards made to Mr. Roper, Mr. Schwartz and Ms. Samuels, provisions requiring the forfeiture of unvested awards and permitting the recoupment of the after-tax value of vested awards in the event that the employee breaches certain covenants regarding, among other matters, confidentiality of Company information and solicitation of employees for a period of time after termination of employment. Stock Retention and Ownership Requirements. Equity awards received by certain of our Named Executive Officers are subject to a stock retention and ownership policy intended to further encourage significant long-term share ownership. Messrs. Knutson and Wulfsohn are not permitted to sell or otherwise transfer shares received from equity awards granted pursuant to their employment agreements during the executive’s employment or for a period of six months following the termination of the executive’s employment, unless the value of the executive’s stock holdings (inclusive of shares of common stock and restricted stock units) in MFA exceeds four times the executive’s annual base salary. Anti-Hedging Policy; No Pledging of Securities. Our Insider Trading Policy prohibits our employees, including our executive officers, from engaging in short sales or in transactions in puts, calls or other derivative securities in respect of MFA’s equity and debt securities, whether on an exchange or in any other organized market. In addition, we prohibit our employees from engaging in other forms of hedging transactions involving MFA’s equity and debt securities, such as zero cost collars and forward sale contracts. We also prohibit our employees from holding MFA equity or debt securities in a margin account or pledging MFA securities as collateral for a loan. A copy of our Insider Trading Policy was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 20, 2025. Timing of Grants of Certain Equity Awards. We do not currently grant stock options, stock appreciation rights or other awards with option-like features. Accordingly, we have no specific policy or practice on the timing of such awards in relation to the disclosure by the Company of material non-public information. In the event we determine to grant new options, stock appreciation rights or other awards with option-like features, our Board and Compensation Committee will evaluate the appropriate steps to take in relation to the timing of grants of such awards and the disclosure of material nonpublic information. (The Compensation Committee has, for the last several years, approved annual grants of TRSUs and PRSUs in early January of each year. The timing of these grants is unrelated to the release of material non-public information.) Advice from Independent Compensation Consultant. The Compensation Committee has historically retained an independent compensation consultant to assist it in reviewing the competitiveness of our executive compensation program, considering the overall design of the compensation program and providing compensation advice independent of company management. In the fall of 2020 (and annually since then), the Compensation Committee directly retained FW Cook, a nationally recognized compensation
Compensation Risk Considerations
| • | annual incentive compensation, which for 2024 was partly or wholly discretionary and subjectively determined for all employees (including the IRM Bonus for Messrs. Knutson 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 $(1) | Stock Awards $(2) | Non-Equity Incentive plan Compensation $(3) | All Other Compensation $(4) | Total $ | | C. L. Knutson | 2024 | 800,000 | 500,000 | 4,000,017 | 2,767,350 | 13,800 | 8,081,167 | | Chief Executive Officer | 2023 | 800,000 | 625,000 | 4,000,015 | 1,202,325 | 13,200 | 6,640,540 | | | 2022 | 800,000 | 750,000 | 3,200,032 | 1,500,000 | 12,200 | 6,262,232 | | B. Wulfsohn | 2024 | 625,000 | 412,500 | 1,725,017 | 1,522,042 | 13,800 | 4,298,359 | | President and | 2023 | 625,000 | 343,750 | 1,725,012 | 661,279 | 13,200 | 3,368,241 | | Chief Investment Officer | 2022 | 500,000 | 356,250 | 1,000,025 | 712,500 | 12,200 | 2,580,975 | | M. C. Roper | 2024 | 475,000 | 925,000 | 600,017 | — | 13,800 | 2,013,817 | | Senior Vice President and | 2023 | 350,000 | 550,000 | 400,017 | — | 13,200 | 1,313,217 | | Chief Financial Officer | | | | | | | | | L. R. Samuels | 2024 | 325,000 | 665,000 | 400,019 | — | 13,800 | 1,403,819 | | Senior Vice President and | | | | | | | | | Chief Loan Operations Officer | | | | | | | | | H. E. Schwartz | 2024 | 475,000 | 925,000 | 675,010 | — | 13,800 | 2,088,810 | | Senior Vice President and | 2023 | 475,000 | 600,000 | 675,014 | — | 13,200 | 1,763,214 | | General Counsel | 2022 | 455,000 | 425,000 | 375,013 | — | 12,200 | 1,267,213 | | Former Executive Officer | | | | | | | | | G. Kristjansson(5) Former Senior Vice President and Co-Chief Investment Officer | 2024 | 559,896 | — | 1,725,017 | — | 2,609,073 | 4,893,986 | | | 2023 | 625,000 | 343,750 | 1,725,012 | 661,279 | 13,200 | 3,368,241 | | | 2022 | 500,000 | 356,250 | 1,000,025 | 712,500 | 12,200 | 2,580,975 |
Summary Compensation Table
| 1. | Amounts in this column represent the discretionary portion (in the case of Messrs. Knutson 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
| 2. | 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 2024, 2023 and 2022, amounts included in this column are comprised of TRSUs and PRSUs granted to each of the Named Executive Officers in January 2024, January 2023 and January 2022, respectively. See the 2024 Grants of Plan-Based Awards table on page 58 of this Proxy Statement for further information on awards made in 2024. A discussion of the assumptions underlying the calculation of the RSU values may be found in Note 2(l) and Note 12 to our 2024 Consolidated Financial Statements on page 79 and pages 109 to 113, respectively, of our 2024 Annual Report to Stockholders on Form 10-K. |
Summary Compensation Table
As indicated above, the amounts in this column for 2024 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. Wulfsohn, $1,035,009; for Mr. Roper, $360,010; for Ms. Samuels, $240,010 and for Mr. Schwartz, $405,010. 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. Wulfsohn, $2,070,018; for Mr. Roper, $720,020; for Ms. Samuels, $480,020; and for Mr. Schwartz, $810,020. 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 2024 table below. Pursuant to the terms of the employment agreement between Mr. Kristjansson and the Company, Mr. Kristjansson forfeited (without vesting) TRSUs and PRSUs granted to him in 2024 with an aggregate grant date fair value of approximately $1,390,000.
Summary Compensation Table
| 3. | Amounts in this column represent the cash payment made to each of Mr. Knutson, Mr. Kristjansson and Mr. Wulfsohn in respect of the Formulaic Bonus portion of his respective annual incentive award. (Mr. Kristjansson did not receive any bonus for 2024 as a result of his termination of employment.) For 2024, the amount of the Formulaic Bonus was based on (a) Adjusted GAAP ROAE and (b) Adjusted Distributable Earnings ROAE as evaluated on both an absolute basis and a relative basis compared to a peer group of companies. See pages 40 to 44 of this Proxy Statement for additional information regarding the Formulaic Bonus for 2024, including the Adjusted GAAP ROAE Bonus, the Distributable Earnings ROAE Bonus and the Relative DE ROAE Bonus, which are the three components of the Formulaic Bonus. For 2023 and 2022, the amount of the Formulaic Bonus was based on (a) Adjusted GAAP ROAE and (b) Adjusted Distributable Earnings ROAE evaluated on an absolute basis. |
Summary Compensation Table
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Summary Compensation Table
| 4. | Amounts in this column represent the employer matching contributions under the 401(k) Plan in the amount of $13,800 for 2024, $13,200 for 2023 and $12,200 for 2022, in each case credited to each of the Named Executive Officers. For Mr. Kristjansson, amount also includes the following amounts paid (or to be paid) under the terms of his employment agreement in connection with his termination of employment (without cause) by the Company, effective November 22, 2024: (i) cash severance in the aggregate amount of $2,540,625 payable through May 2026 in accordance with our usual payroll practices and (ii) reimbursement of up to $54,648 for health insurance premiums for Mr. Kristjansson and his family for the twelve-month period through November 2025 to the extent Mr. Kristjansson is not eligible to participate in the health insurance plan of a subsequent employer. |
Summary Compensation Table
| 5. | Mr. Kristjansson’s employment was terminated effective November 22, 2024. |
Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 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, 2024.
2024 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 | 01/02/2024(4) | — | — | — | — | 142,223 | 1,600,009 | | | PRSU | 01/02/2024(5) | — | — | — | 230,721 | — | 2,400,008 | | B. Wulfsohn | Formulaic Bonus | — | — | 825,000 | 1,650,000 | — | — | — | | | TRSU | 01/02/2024(4) | — | — | — | — | 61,334 | 690,008 | | | PRSU | 01/02/2024(5) | — | — | — | 99,499 | — | 1,035,009 | | M. C. Roper | TRSU | 01/02/2024(4) | — | — | — | — | 21,334 | 240,008 | | | PRSU | 01/02/2024(5) | — | — | — | 34,609 | — | 360,010 | | L. R. Samuels | TRSU | 01/02/2024(4) | — | — | — | — | 14,223 | 160,009 | | | PRSU | 01/02/2024(5) | — | — | — | 23,073 | — | 240,010 | | H. E. Schwartz | TRSU | 01/02/2024(4) | — | — | — | — | 24,000 | 270,000 | | | PRSU | 01/02/2024(5) | — | — | — | 38,935 | — | 405,010 | | Former Executive Officer | | | | | | | | | | G. Kristjansson | TRSU(6) | 01/02/2024(4) | — | — | — | — | 61,334 | 690,008 | | | PRSU(6) | 01/02/2024(5) | — | — | — | 99,499 | — | 1,035,009 |
2024 Grants of Plan-Based Awards
| 1. | Type of Award: |
2024 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) |
2024 Grants of Plan-Based Awards
| • | TRSU = Time-based RSUs |
2024 Grants of Plan-Based Awards
| • | PRSU = Performance-based RSUs |
2024 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, 2024, and ending December 31, 2026. See note 5 below for further discussion regarding the applicable TSR goal and other material terms of these PRSU awards. |
2024 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 $11.25. |
2024 Grants of Plan-Based Awards
| 4. | In accordance with the terms of the applicable award agreements, these TRSU awards “cliff” vest on December 31, 2026, subject generally to the executive’s continued employment with MFA through such date. For the 2024 TRSU awards, dividend equivalents are paid in respect of the TRSUs during the period in which TRSUs are outstanding at such times as dividends are paid on our Common Stock. Each vested and outstanding TRSU will be settled in one share of Common Stock within 30 days following the date that such TRSU vests. |
2024 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, 2026 (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, 2026, 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 (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. |
2024 Grants of Plan-Based Awards
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2024 Grants of Plan-Based Awards
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 2028.
2024 Grants of Plan-Based Awards
| 6. | Per the terms of the severance provisions of Mr. Kristjansson’s employment agreement with MFA, Mr. Kristjansson (i) forfeited all his TRSU awards (without any consideration to him) effective November 22, 2024, upon his termination of employment and (ii) will be entitled to approximately one-third of his PRSU award, subject in all instances to the vesting provisions described in note 5 above. |
2024 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 66 to 70 of this Proxy Statement.
2024 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, 2024.
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 | 157,481(2) | 1,604,731 | — | — | | | — | — | 301,882(4) | 3,076,178 | | | 142,223(3) | 1,449,252 | — | — | | | — | — | 230,721(5) | 2,351,047 | | B. Wulfsohn | 67,914(2) | 692,044 | — | — | | | — | — | 130,187(4) | 1,326,606 | | | 61,334(3) | 624,993 | — | — | | | — | — | 99,499(5) | 1,013,895 | | M. C. Roper | 15,749(2) | 160,482 | — | — | | | — | — | 30,189(4) | 307,626 | | | 21,334(3) | 217,393 | — | — | | | — | — | 34,609(5) | 352,666 | | L. R. Samuels | 15,749(2) | 160,482 | — | — | | | — | — | 30,189(4) | 307,626 | | | 14,223(3) | 144,932 | — | — | | | — | — | 23,073(5) | 235,114 | | H. E. Schwartz | 26,575(2) | 270,799 | — | — | | | — | — | 50,944(4) | 519,119 | | | 24,000(3) | 244,560 | — | — | | | — | — | 38,935(5) | 396,748 | | Former Executive Officer | | | | | | G. Kristjansson | — | — | 87,226(4) | 888,833 | | | — | — | 33,432(5) | 340,672 |
Outstanding Equity Awards
| 1. | For purposes of this table, the market value of the unvested RSUs is deemed to be $10.19 per share, the closing price of the Company’s Common Stock on December 31, 2024, the last trading day of the year. |
Outstanding Equity Awards
| 2. | 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
| 3. | In accordance with the terms of the applicable award agreements, dated January 2, 2024, these TRSU awards “cliff” vest on December 31, 2026, assuming continued employment with us through such date (subject to earlier vesting in the event of termination of employment under certain circumstances). Dividend equivalents are paid in cash as and when dividends are declared in respect of the Common Stock. |
Outstanding Equity Awards
| 4. | 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. |
Outstanding Equity Awards
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Outstanding Equity Awards
| 5. | In accordance with the terms of the applicable award agreements, dated January 2, 2024, these PRSU awards “cliff” vest on December 31, 2026, 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, 2024, to December 31, 2026. 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 2024
Options Exercised and Stock Vested in 2024 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, 2024.
Options Exercised and Stock Vested in 2024
| | Option Exercises and Stock Vested in 2024 | | | | | | 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 | — | — | 126,590 | 1,289,952 | | B. Wulfsohn | — | — | 39,560 | 403,116 | | M. C. Roper | — | — | 8,901 | 90,701 | | L. R. Samuels | — | — | 8,901 | 90,701 | | H. E. Schwartz | — | — | 14,835 | 151,168 | | Former Executive Officer | | | | | | G. Kristjansson | — | — | 39,560 | 403,116 |
Options Exercised and Stock Vested in 2024
| 1. | Vested awards include TRSUs and PRSUs granted in January 2022, which vested in December 2024. Per the terms of the applicable awards, the TRSUs were settled in the form of Common Stock in January 2025, and the PRSUs will be settled in the form of Common Stock in January 2026 (provided that Mr. Kristjansson’s PRSUs were settled in March 2025 on account of his termination of employment). Number of shares vested excludes the following shares to be issued (at the time the PRSUs are settled) to each executive in respect of dividend equivalents (“DEs”) accrued during the three-year performance period on the vested PRSUs: for Mr. Knutson, 24,945 shares with a value at vesting of approximately $254,190; for each of Mr. Kristjansson and Mr. Wulfsohn, 7,791 shares with a value at vesting of approximately $79,390; for Mr. Roper and Ms. Samuels, 1,752 shares with a value at vesting of $17,853; and for Mr. Schwartz, 2,925 shares with a value at vesting of approximately $29,806. 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 2024
| 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 2024
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, 2024.
Options Exercised and Stock Vested in 2024
| | 2022 TRSUs | | | | 2022 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 | 69,717 | 1,280,004 | 69,717 | 710,416 | 119,701 | 1,920,028 | 56,873 | 579,536 | | B. Wulfsohn | 21,787 | 400,009 | 21,787 | 222,010 | 37,407 | 600,016 | 17,773 | 181,107 | | M. C. Roper | 4,902 | 90,001 | 4,902 | 49,951 | 8,417 | 135,010 | 3,999 | 40,750 | | L. R. Samuels | 4,902 | 90,001 | 4,902 | 49,951 | 8,417 | 135,010 | 3,999 | 40,750 | | H. E. Schwartz | 8,170 | 150,001 | 8,170 | 83,252 | 14,028 | 225,012 | 6,665 | 67,916 | | Former Executive Officer | | | | | | | | | | G. Kristjansson | 21,787 | 400,009 | 21,787 | 222,010 | 37,407 | 600,016 | 17,773 | 181,107 |
Options Exercised and Stock Vested in 2024
| 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 2025. In the case of the PRSUs, the number of units vested and the value realized excludes the shares to be issued (in January 2026) 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 2024
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Pension Benefits
Pension Benefits The Named Executive Officers received no benefits in 2024 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 the executive’s then-current employment agreement or award agreement(s) assuming such person’s employment had terminated at the close of business on December 31, 2024, 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, 2024 (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 $13,800 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 or other 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/ Retirement $ (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) | 8,481,208 | 8,481,208 | 4,441,564 | 8,481,208 | 8,481,208 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | 57,524 | — | — | 57,524 | | Total Value of Incremental Benefits | 11,531,208 | 11,588,732 | 10,541,564 | 8,681,208 | 14,638,732 |
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) | 3,657,537 | 3,657,537 | 1,915,432 | — | 3,657,537 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | 81,971 | — | — | 81,971 | | Total Value of Incremental Benefits | 5,351,287 | 5,433,258 | 4,456,057 | 156,250 | 6,280,133 |
Potential Payments upon Termination of Employment/CIC: M. Roper
Potential Payments upon Termination of Employment/CIC: M. Roper
Potential Payments upon Termination of Employment/CIC: M. 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 | − | − | 1,025,000 | — | (2) | | Value of Accelerated Equity Awards(1) | 1,038,167 | 1,038,167 | 700,515 | — | 1,038,167 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | — | 38,349 | — | — | | Total Value of Incremental Benefits | 1,038,167 | 1,038,167 | 1,763,864 | — | 1,038,167 |
Potential Payments upon Termination of Employment/CIC: M. Roper
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Potential Payments upon Termination of Employment/CIC: L. R. Samuels
Potential Payments upon Termination of Employment/CIC: L. R. Samuels
Potential Payments upon Termination of Employment/CIC: L. R. Samuels
| | 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) | 848,154 | 848,154 | — | — | 848,154 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | — | — | — | — | | Total Value of Incremental Benefits | 848,154 | 848,154 | — | — | 848,154 |
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 | — | — | 1,075,000 | — | (2) | | Value of Accelerated Equity Awards(1) | 1,431,226 | 1,431,226 | 993,688 | — | 1,431,226 | | Deferred Compensation | — | — | — | — | — | | Other Benefits | — | — | 54,648 | — | — | | Total Value of Incremental Benefits | 1,431,226 | 1,431,226 | 2,123,336 | — | 1,431,226 |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| 1. | Value of Accelerated Equity Awards. For purposes of these tables, values for TRSUs and PRSUs are based on $10.19 per share, the closing price of our stock on December 31, 2024. 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
| 2. | For each of Mr. Roper and Mr. Schwartz, the same amount of cash severance is payable by the Company in the event that the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason, regardless of whether a Change in Control occurs. |
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 the Named Executive Officer’s estate or legal representative in the event of the executive’s death or Disability:
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (i) Severance/Payment to Representative or Estate: For Mr. Knutson and Mr. 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 Mr. Knutson, Mr. Wulfsohn, Mr. Roper, Ms. Samuels and Mr. 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 |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
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Potential Payments upon Termination of Employment/CIC: H. Schwartz
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.
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (iii) | Other Benefits: For Mr. Knutson and Mr. 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 the executive 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 Mr. Wulfsohn, a payment equal to 150% of the sum of (x) his base salary and (y) the Median Bonus. For Mr. Roper and 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 Mr. Knutson and Mr. 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. Roper and 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. Roper and 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/Retirement |
Potential Payments upon Termination of Employment/CIC: H. Schwartz
| (i) The following incremental benefits would be paid to Mr. Knutson or Mr. Wulfsohn in the event he resigns without Good Reason (which, for Mr. Knutson only, would also constitute a retirement): (i) for each of Mr. Knutson and Mr. Wulfsohn, three months’ base salary pursuant to the “Garden Leave” provisions set forth in each executive’s respective employment agreement and (ii) for Mr. Knutson,(a) immediate full vesting and settlement of all outstanding TRSUs (and any unpaid dividend equivalents in respect thereof) and (b) 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 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
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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 Mr. Knutson, Mr. Wulfsohn, Mr. Roper, Ms. Samuels and Mr. 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
| (i) Severance: For Mr. Knutson, 200% of the sum of his (a) base salary and (b) Median Bonus. For Mr. Wulfsohn, 150% of the sum of his (a) base salary and (b) Median Bonus. For Mr. Roper and 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 Mr. Knutson, Mr. Wulfsohn, Mr. Roper, Ms. Samuels and Mr. 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: The continued participation, at MFA’s expense, in MFA’s health insurance plan for himself and his eligible dependents (i) for the 18-month period following the executive’s termination in the case of Mr. Knutson and Mr. Wulfsohn and (ii) for the 12-month period following the executive’s termination in the case of Mr. Roper and Mr. Schwartz. |
Pay Ratio Disclosure
Pay Ratio Disclosure The annual total compensation of our CEO for the year ended December 31, 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $8,081,167. The median of the annual total compensation of all employees, excluding our CEO, for fiscal year 2024 was $95,219. 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 2024 was approximately 84.87 to 1. We identified the median employee by annual total compensation, for all employees excluding our CEO, as of December 31, 2024. 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 Ratio Disclosure
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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) ($) | Tota l Stockholder Return(3) ($) | Peer Group Total Stockholder Return(3)(4) ($) | Net Income/ (Loss)(5) ($ in thousands) | Adjusted Distributable Earnings ROAE(6)(%) | | 2024 | 8,081,167 | 7,556,905 | 2,939,758 | 2,305,445 | 56.74 | 75.94 | 119,251 | 11.76% | | 2023 | 6,640,540 | 8,535,274 | 2,117,517 | 2,389,541 | 55.42 | 76.61 | 80,164 | 11.98% | | 2022 | 6,262,232 | 1,308,212 | 1,915,344 | 875,766 | 42.43 | 66.88 | (231,581) | 11.03% | | 2021 | 7,411,604 | 8,255,983 | 2,142,227 | 2,307,231 | 67.39 | 92.17 | 328,870 | 10.46% | | 2020 | 4,579,952 | 870,934 | 1,421,460 | 522,051 | 52.80 | 79.34 | (679,390) | (0.72%) |
Pay Versus Performance
| 1. | For each of 2024, 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 56 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below. |
Pay Versus Performance
| 2. | For 2024, our remaining NEOs consisted of Bryan Wulfsohn, Michael C. Roper, Lori R. Samuels, Harold E. Schwartz and Gudmundur Kristjansson, our former Senior Vice President and Co-Chief Investment Officer, whose employment with the Company was terminated effective November 22, 2024. For 2023, our remaining NEOs consisted of Mr. Wulfsohn, Mr. Roper, Mr. Schwartz, Mr. Kristjansson 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 Mr. Wulfsohn, Mr. Schwartz, Mr. Kristjansson and Mr. Yarad. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 56 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 on 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 iShares Mortgage Real Estate ETF (Symbol: REM), which is an exchange traded fund the components of which are U.S. residential and commercial mortgage REITs and reflects an industry peer group used for purposes of Item 201(e) of Regulation S-K. Note that the Bloomberg Real Estate Investment Trust Mortgage Index (Symbol: BBREMTG), which was the Peer Group formerly used by Company for purposes of this table, was discontinued in 2024. 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 of this Proxy Statement. |
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 “2024 Most Important Financial Measures,” which, in the Company’s assessment, represents for 2024 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 of this Proxy Statement and is a non-GAAP financial measure. Per SEC rules, the percentage shown is for the applicable calendar year. See Appendix D for a reconciliation of such measure to its comparable GAAP measure for the 2024 calendar year. |
Pay Versus Performance
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Pay Versus Performance
Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items:
Pay Versus Performance
| | Year 2024 | | | 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 | ($4,000,017) | ($1,025,016) | | Increase for fair value at 12/31/2024 of awards granted during 2024 that remain unvested as of year-end | $3,741,480 | $702,490 | | Increase/(Deduction) for change in fair value from 12/31/2023 to 12/31/2024 of awards granted in 2023 that were outstanding and unvested as of 12/31/2024 | ($61,568) | ($15,161) | | Increase/(Deduction) for change in fair value from 12/31/2023 to vesting date of awards granted in 2022 that vested during 2024 | ($86,669) | ($15,303) | | Increase/(Deduction) for fair value at 12/31/2023 of forfeited performance-based awards granted in 2022 due to failure to meet required performance levels for vesting | ($117,488) | ($281,323) | | Total adjustments added to/(subtracted from) Summary Compensation Table Total to determine Compensation Actually Paid | ($524,262) | ($634,313) |
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
| | 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 iShares Mortgage Real Estate ETF (Symbol: REM), in each case on a cumulative basis assuming an initial investment of $100 made on December 31, 2020:
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 MFA’s GAAP net income/(loss) on an annual basis for the years ended December 31, 2020, 2021, 2022, 2023 and 2024: 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, 2023 and 2024:
Pay Versus Performance
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Summary of the Amended Plan
| • | The maximum grant date value of shares of Common Stock that may be subject to grants made to any Non-Employee Director under the Amended Plan during any calendar year, taken together with any cash fees payable to such Non-Employee Director for services rendered during the calendar year, will not exceed $600,000 in total value. |
(Amended and Restated effective as of June 3, 2025)
| (iii) | the maximum grant date value of Shares subject to Grants made to any non-employee director during any one calendar year, taken together with any cash fees payable to such non-employee director for services rendered during the calendar year, shall not exceed $600,000 in total value. For purposes of this limit, the value of such Grants shall be calculated based on the grant date fair value of such Grants for financial reporting purposes. |
(Amended and Restated effective as of June 3, 2025)
| (iv) Notwithstanding any other provision of the Plan or an Agreement, in the event that any Grant that constitutes nonqualified deferred compensation subject to Section 409A of the Code is to be paid or otherwise settled upon a Change of Control, such Grant shall not be paid or settled upon the Change of Control unless the applicable Change of Control constitutes a “change in control event” for purposes of Section 409A of the Code or such payment or settlement is otherwise permitted by Section 409A of the Code. |