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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
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.
Value of Initial Fixed $100
Investment Based on:
Year
Summary
Compensation
Table Total for
PEO
($)
Compensation
Actually Paid to
PEO(1)
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)
($)
Total
Stockholder
Return(3)
($)
Peer Group
Total
Stockholder
Return(3)(4)
($)
Net Income/
(Loss)(5)
($ in thousands)
Adjusted
Distributable
Earnings
ROAE(6) (%)
2023
6,640,540
​8,535,274
​2,117,517
​2,389,541
55.42
79.21
80,164
11.98%
2022
6,262,232
1,308,212
1,915,344
875,766
42.43
69.20
​(231,581)
11.03%
2021
7,411,604
8,255,983
2,142,227
​2,307,231
67.39
91.50
328,870
10.46%
2020
4,579,952
870,934
1,421,460
522,051
52.80
77.80
​(679,390)
(0.72%)
1.
For each of 2023, 2022, 2021 and 2020, our principal executive officer (PEO) was Craig L. Knutson. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 55 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below.
2.
For 2023, our remaining NEOs consisted of Gudmundur Kristjansson, Bryan Wulfsohn, Michael C. Roper, Harold E. Schwartz and Stephen D. Yarad, our former Chief Financial Officer, who resigned his employment with the Company on September 15, 2023. For each of 2022, 2021 and 2020, our remaining NEOs consisted of Gudmundur Kristjansson, Bryan Wulfsohn, Stephen D. Yarad and Harold E. Schwartz. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 55 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below.
3.
Total Stockholder Return and Peer Group Total Stockholder Return assume an initial investment of $100 invested at December 31, 2019.
4.
As permitted by SEC rules, the Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the Bloomberg Mortgage REIT Index (BBREMTG), which is an industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of evaluating the compensation paid to our executive officers is described on page 37.
5.
Reflects after-tax net income/(loss) in accordance with GAAP for each of the years shown.
6.
The Company has designated “Adjusted Distributable Earnings ROAE” as its Company Selected Measure, as this measure (as well as, “Adjusted GAAP ROAE”) is the most important measure identified below under “2023 Most Important Financial Measures” which in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our PEO and other NEOs to the Company’s performance. Adjusted Distributable Earnings ROAE is defined on page 40 and is a non-GAAP financial measure. Per SEC rules, percentage shown is for the applicable calendar year. See Appendix B for a reconciliation of such measure to its comparable GAAP measure for the 2023 calendar year.
Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items:
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
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)
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
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)
     
Company Selected Measure Name Adjusted Distributable Earnings ROAE      
Named Executive Officers, Footnote
1.
For each of 2023, 2022, 2021 and 2020, our principal executive officer (PEO) was Craig L. Knutson. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 55 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below.
2.
For 2023, our remaining NEOs consisted of Gudmundur Kristjansson, Bryan Wulfsohn, Michael C. Roper, Harold E. Schwartz and Stephen D. Yarad, our former Chief Financial Officer, who resigned his employment with the Company on September 15, 2023. For each of 2022, 2021 and 2020, our remaining NEOs consisted of Gudmundur Kristjansson, Bryan Wulfsohn, Stephen D. Yarad and Harold E. Schwartz. For more detail regarding how the amounts in this column are calculated, refer to the Summary Compensation Table found on page 55 of this Proxy Statement and “Adjustments to Summary Compensation Tables to Determine Compensation Actually Paid” tables below.
     
Peer Group Issuers, Footnote
3.
Total Stockholder Return and Peer Group Total Stockholder Return assume an initial investment of $100 invested at December 31, 2019.
4.
As permitted by SEC rules, the Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the Bloomberg Mortgage REIT Index (BBREMTG), which is an industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of evaluating the compensation paid to our executive officers is described on page 37.
     
PEO Total Compensation Amount $ 6,640,540 $ 6,262,232 $ 7,411,604 $ 4,579,952
PEO Actually Paid Compensation Amount $ 8,535,274 1,308,212 8,255,983 870,934
Adjustment To PEO Compensation, Footnote
Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items:
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
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)
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
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)
     
Non-PEO NEO Average Total Compensation Amount $ 2,117,517 1,915,344 2,142,227 1,421,460
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,389,541 875,766 2,307,231 522,051
Adjustment to Non-PEO NEO Compensation Footnote
Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items:
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
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)
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
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)
     
Compensation Actually Paid vs. Total Shareholder Return
The following graph illustrates the relationship between compensation actually paid (“CAP”) to our NEOs and each of MFA’s total stockholder return (TSR) and (ii) the TSR of The Bloomberg Mortgage REIT Index (BBREMTG), in each case on a cumulative basis assuming an initial investment of $100 made on December 31, 2019:

     
Compensation Actually Paid vs. Net Income
The following graph illustrates the relationship between compensation actually paid (CAP) to our NEOs and MFA’s GAAP net income/(loss) available to common stock and participating securities on an annual basis for the years ended December 31, 2020, 2021, 2022 and 2023:

     
Compensation Actually Paid vs. Company Selected Measure
The following graph illustrates the relationship between compensation actually paid (CAP) to our NEOs and Adjusted Distributable Earnings ROAE for the years ended December 31, 2020, 2021, 2022 and 2023:

     
Total Shareholder Return Vs Peer Group
The following graph illustrates the relationship between compensation actually paid (“CAP”) to our NEOs and each of MFA’s total stockholder return (TSR) and (ii) the TSR of The Bloomberg Mortgage REIT Index (BBREMTG), in each case on a cumulative basis assuming an initial investment of $100 made on December 31, 2019:

     
Tabular List, Table
2023 Most Important Financial Measures
MFA’s current compensation program is structured with the objective of linking the compensation of our NEOs to achievement of short- and long-term financial and market-based goals. In 2023, incentive compensation served as a material element of each NEO’s compensation package and serves to further align compensation to Company performance. In addition, a significant percentage of our NEOs’ compensation is in the form of equity awards that “cliff” vest after three years, and with respect to grants of awards made to our NEOs in 2023, the vesting of 60% of these awards (as determined by grant date value) is subject to our total stockholder return (both on an absolute basis and as compared to a group of peer companies) for the three-year period ending December 31, 2025. The most important financial performance measures utilized by the Compensation Committee to link compensation paid to our NEOs to MFA’s performance for 2023 were:
Adjusted Distributable Earnings ROAE
Adjusted GAAP ROAE
Absolute TSR
Relative TSR
     
Total Shareholder Return Amount $ 55.42 42.43 67.39 52.8
Peer Group Total Shareholder Return Amount 79.21 69.2 91.5 77.8
Net Income (Loss) $ 80,164,000 $ (231,581,000) $ 328,870,000 $ (679,390,000)
Company Selected Measure Amount 0.1198 0.1103 0.1046 (0.0072)
PEO Name Craig L. Knutson Craig L. Knutson Craig L. Knutson Craig L. Knutson
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Distributable Earnings ROAE      
Non-GAAP Measure Description
6.
The Company has designated “Adjusted Distributable Earnings ROAE” as its Company Selected Measure, as this measure (as well as, “Adjusted GAAP ROAE”) is the most important measure identified below under “2023 Most Important Financial Measures” which in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our PEO and other NEOs to the Company’s performance. Adjusted Distributable Earnings ROAE is defined on page 40 and is a non-GAAP financial measure. Per SEC rules, percentage shown is for the applicable calendar year. See Appendix B for a reconciliation of such measure to its comparable GAAP measure for the 2023 calendar year.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted GAAP ROAE      
Measure:: 3        
Pay vs Performance Disclosure        
Name Absolute TSR      
Measure:: 4        
Pay vs Performance Disclosure        
Name Relative TSR      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 1,894,734 $ (4,954,020) $ 844,379 $ (3,709,018)
PEO | Amounts Reported Under the Stock Awards Column in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,000,015) (3,200,032) (2,850,004) (2,668,552)
PEO | Fair Value of Awards Granted that Remain Unvested as of Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,551,780 1,244,743 4,049,339 1,296,984
PEO | Change in Fair Value of Awards Granted that were Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 249,366 (2,318,936) (219,388) (1,093,613)
PEO | Change in Fair Value to Vesting Date of Awards Granted that Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 384,236 (304,753) 87,209 (617,410)
PEO | Fair Value of Forfeited Performance-Based Awards Granted Due to Failure to Meet Required Performance Levels for Vesting [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (290,633) (375,042) (222,777) (626,427)
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 272,024 (1,039,578) 165,004 (899,409)
Non-PEO NEO | Amounts Reported Under the Stock Awards Column in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (990,014) (687,519) (587,502) (585,060)
Non-PEO NEO | Fair Value of Awards Granted that Remain Unvested as of Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,256,102 267,430 827,995 285,082
Non-PEO NEO | Change in Fair Value of Awards Granted that were Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 50,653 (469,731) (40,488) (280,402)
Non-PEO NEO | Change in Fair Value to Vesting Date of Awards Granted that Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 72,102 (73,879) 22,282 (157,956)
Non-PEO NEO | Fair Value of Forfeited Performance-Based Awards Granted Due to Failure to Meet Required Performance Levels for Vesting [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (116,819) $ (75,879) $ (57,283) $ (161,073)