MFA FINANCIAL INC (MFA)
Sector: Financials
2026 Annual Meeting Analysis
MFA FINANCIAL INC · Meeting: June 3, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
MFA's 3-year total return of +53.0% outperforms the REM (iShares Mortgage Real Estate ETF) benchmark by +13.6 percentage points, well below the 65-point threshold required to trigger an against vote; Goodman has strong relevant expertise in mortgage finance and housing policy, no overboarding concerns (two public boards), and attended all meetings in 2025.
MFA's 3-year total return of +53.0% outperforms the REM (iShares Mortgage Real Estate ETF) benchmark by +13.6 percentage points, well below the 65-point threshold required to trigger an against vote; Wald has relevant mortgage banking and regulatory expertise, serves on no other public company boards, and attended all meetings in 2025.
Both Class I director nominees — Laurie S. Goodman and Richard C. Wald — receive a FOR vote. MFA's stock has outperformed the REM (iShares Mortgage Real Estate ETF) benchmark over three years, no TSR trigger fires, neither director is overboarded, both attended all required meetings, and both bring directly relevant expertise to a mortgage REIT board.
Say on Pay
✓ FORCEO
C. L. Knutson
Total Comp
$7,079,634
Prior Support
96.9%%
The CEO received total compensation of approximately $7.1 million for 2025, which is within a reasonable range for the CEO of a $1 billion mortgage REIT, and the prior Say on Pay vote received overwhelming support of 96.9%. The pay structure is well-designed: approximately 88% of the CEO's compensation was at-risk (variable), with 60% of long-term equity awards tied to measurable performance goals — specifically three-year total shareholder return on both an absolute basis and relative to a mortgage REIT peer group — and the company has a meaningful clawback policy in place. MFA's stock outperformed both the REM (iShares Mortgage Real Estate ETF) benchmark and its compensation peer group median over three years, supporting the conclusion that above-target incentive payouts were aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
15 yrs
Audit Fees
$2,079,234
Non-Audit Fees
$0
KPMG has audited MFA since 2011 (approximately 15 years), which is below the 25-year tenure threshold that would trigger a concern; there are zero non-audit fees billed by KPMG (tax services are handled by a separate firm, Ernst & Young), so the non-audit fee ratio is 0% — well within the 50% limit; KPMG is a Big 4 firm appropriate for a $1 billion public company; no material restatements were identified.
Overall Assessment
MFA Financial's 2026 annual meeting presents a clean ballot with three standard proposals. All three receive a FOR vote determination: director nominees Goodman and Wald are well-qualified and the company's stock has outperformed the REM (iShares Mortgage Real Estate ETF) benchmark; KPMG's audit engagement is clean with zero non-audit fees and tenure well below the concern threshold; and the executive compensation program is meaningfully performance-linked, received 96.9% support last year, and is backed by strong relative stock performance.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing