Governance Efforts

At MFA Financial, we are dedicated to ensuring the strongest possible corporate governance procedures. As a public company and manager of shareholder capital, we are committed to ethical and responsible practices that best serve the long-term interests of our stockholders.

Board of Directors

  • Corporate Governance Guidelines provide a framework for the company’s governance. The Corporate Governance Guidelines cover issues such as Board composition, Board functions and responsibilities, Board committees, director qualification standards, access to management and independent advisors, director compensation, management succession, director orientation and continuing education, and Board and committee performance evaluations
  • Six of seven Board members are independent
  • Non-executive Board Chair
  • Four of seven Board members are women
  • The Board Chair is a woman
  • Two of the three committee chairs are women
  • Stock ownership requirements for Board members
  • Annual self-assessments
  • Board refreshment – mandatory retirement age for Board members

Internally Managed

  • Aligns management incentives with shareholders
  • Size of equity base has no impact on compensation
  • Incentive compensation is based primarily on return on equity
  • A significant portion of management compensation is a long-term incentive which is based on shareholder return
  • Clawback policy for compensation

Disclosure/Transparency/Accountability

  • Long history of robust disclosure particularly on portfolio credit metrics
  • Full disclosure and detailed analysis of executive compensation in the annual proxy statement
  • Sarbanes-Oxley Act
    • Management is required to personally certify in writing that the company's financial statements comply with SEC disclosure requirements and fairly present in all material aspects the operations and financial condition of the issuer
    • Management and auditors are required to establish internal controls and reporting methods to ensure the adequacy of those controls
    • Requirements regarding document retention

Code of Conduct

  • Our Code of Business Conduct and Ethics applies to all Board members, management and employees
  • Provides clear guidance on compliance with applicable laws, resolving moral and ethical issues and complying with policies and procedures
  • Addresses possible conflicts of interest, use and protection of our assets, confidentiality, communications with the public, internal accounting controls, improper influence of audits, fair dealing with our employees and third parties, and health and safety
  • The Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing the adequacy of the Code of Conduct and recommending, as appropriate, proposed changes to the Board
  • Employees are encouraged to report any actual or suspected misconduct to our Chief Compliance Officer or anonymously through a confidential third-party hotline and retaliation against any reporting employee is strictly forbidden