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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 21 added, 44 removed, 200 unchanged (25% of the section changed)

50 unchanged sentences

Other Information.

On February 21, 2024, the Company entered into Amendment No.

2 (the “Knutson Amendment”) to the Amended and Restated Employment Agreement, effective as of January 1, 2021, as amended by Amendment No.

1 thereto, dated as of May 3, 2022, with Craig L.

Knutson, Chief Executive Officer and President of the Company, The principal purpose of the Knutson Amendment was to clarify the treatment of outstanding equity awards in certain circumstances following a retirement of Mr.

In addition, on February 21, 2024, the Company entered into an agreement (the “Roper Agreement”) with Michael C.

Roper, the Company’s Chief Financial Officer and Treasurer, and an amended and restated agreement (the “Schwartz Agreement”) with Harold E.

Schwartz, the Company’s Senior Vice President, General Counsel and Secretary, regarding the payment of severance and other benefits to each of Mr.

Roper and Mr.

Schwartz in circumstances where the executive’s employment is terminated by MFA without Cause (as such term is defined in each of the Roper Agreement and the Schwartz Agreement) or he resigns for Good Reason (as such term is defined in each of the Roper Agreement and the Schwartz Agreement).

Each of the Roper Agreement and the Schwartz Agreement generally provides for severance protection under these circumstances that is consistent with the severance protection provided to the Company’s other most highly compensated senior executives.

More specifically, in such circumstances, subject to the applicable executive’s execution of a release of claims against MFA and its affiliates, the executive will be entitled to the following:

(A) aggregate cash equal to the greater of (i) the sum of (a) his annual base salary and (b) the median of the annual bonuses received by the executive for the three (3) preceding years and (ii) 200% of his annual base salary, which in either case will be payable to him in a lump sum not later than 60 days following the date of termination of employment;

(B) immediate vesting of all outstanding unvested time-based equity awards;

The pro-rata portion shall be equal to the product of (i) the target value of such award, and (ii) a fraction, the numerator of which is the number of days during the performance period that would have elapsed as of the anniversary of the date of grant of such award next following the date of termination of employment (but not beyond the end of the applicable performance period), and the denominator of which is the number of days in the performance period;

(D) reimbursement for 100% of the COBRA premiums incurred by the Executive for himself and his eligible dependents under the Company’s health care plan during the 12-month period following the date of termination of employment;

(E) any accrued but unpaid base salary and any other amounts earned, accrued or owing but not yet paid to the Executive and any other benefits in accordance with the terms of any applicable plans and programs of the Company.

Each of the Roper Agreement and the Schwartz Agreement will remain in effect until terminated in writing by each of MFA and the executive.

In addition, each of the Roper Agreement and the Schwartz Agreement provides that if any payments or benefits provided to the executive would constitute excess parachute payments within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and would be subject to the excise tax imposed under Section 4999 of the Code, the payments or benefits will be reduced by the amount required to avoid the excise tax, if such reduction would give the executive a better after-tax result than if he received the full payments and benefits and paid the excise tax.

Each of the agreements also contains customary confidentiality and non-solicitation covenants, as well as other terms customary for agreements applicable to senior executives.

A copy of the Knutson Amendment is filed as Exhibit 10.3 to this Form 10-K, and a copy of each of the Roper Agreement and the Schwartz Agreement is filed as Exhibit 10.8 and 10.9, respectively, to this Form 10-K.

The above descriptions of the principal terms of the Knutson Amendment, the Roper Agreement and the Schwartz Agreement are summaries only and are qualified in their entirety by reference to the applicable exhibit, each of which is incorporated by reference into this Item 9B.

Not applicable .

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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The information to be included in the Proxy Statement regarding the Company’s Code of Business Conduct and Ethics required by Item 406 of Regulation S-K is incorporated herein by reference.

The information to be included in the Proxy Statement regarding certain matters pertaining to the Company’s corporate governance required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference.

The information to be included in the Proxy Statement regarding certain matters pertaining to the Company’s corporate governance required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

We have adopted a set of Corporate Governance Guidelines, which together with the charters of the three standing committees of our Board of Directors (Audit, Compensation, and Nominating and Corporate Governance), and our Code of Business Conduct and Ethics (which constitutes the Company’s code of ethics), provide the framework for the governance of the Company.

A complete copy of our Corporate Governance Guidelines, the charters of each of the Board committees and the Code of Business Conduct and Ethics (which applies not only to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, but also to all other employees of the Company) may be found by clicking on the “Overview” link found at the top of our homepage at www.mfafinancial.com and then clicking on the “Corporate Governance” link (information from such site is not incorporated by reference into this Annual Report on Form 10-K).

A complete copy of our Corporate Governance Guidelines, the charters of each of the Board committees and the Code of Business Conduct and Ethics (which applies not only to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, but also to all other employees of the Company) may be found by clicking on the “Governance” link found at the top of our homepage at www.mfafinancial.com and then clicking on the “Governance Documents” link (information from such site is not incorporated by reference into this Annual Report on Form 10-K).

You may also obtain free copies of these materials by writing to our General Counsel at the Company’s headquarters.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The tables to be included in the Proxy Statement, which will contain information relating to the Company’s equity compensation and beneficial ownership of the Company required by Items 201(d) and 403 of Regulation S-K, are incorporated herein by reference.

The tables to be included in the Proxy Statement, which will contain information relating to the Company’s equity compensation and beneficial ownership of the Company required by Item 403 of Regulation S-K, are incorporated herein by reference.

Securities Authorized For Issuance Under Equity Compensation Plans

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The following table presents certain information with respect to our equity compensation plans as of December 31, 2024:

Number of securities

to be issued upon

outstanding options,

warrants and rights Weighted-average

exercise price of

outstanding options,

warrants and rights Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in the

first column of this table)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column of this table)

RSUs 4,086,257

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3.13 Amended and Restated Bylaws of the Company (as amended and restated through April 18, 2023) (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 21, 2023 (Commission File No.

4.1 * Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-K, filed on February 23, 2022 (Commission File No.

4.1 * Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

4.2 Specimen of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4, dated February 12, 1998 (Commission File No.

6 unchanged sentences

4.9 Form of 8.875% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Second Supplemental Indenture, incorporated herein by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form 8-A, dated January 11, 2024).

4.10 Third Supplemental Indenture, dated April 17, 2024, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, dated April 17, 2024).

4.11 Form of 9.000% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Third Supplemental Indenture, incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, dated April 17, 2024).

10.1 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Craig L.

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2, dated as of February 21, 2024, to Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Craig L.

Knutson (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No.

10.4 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Gudmundur Kristjansson (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No.

7 unchanged sentences

10.8 Agreement, entered into as of February 21, 2024, by and between the Company and Michael C.

Roper (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No.

10.9 Amended and Restated Agreement, entered into as of February 21, 2024, by and between the Company and Harold E.

Schwartz (incorporated herein by reference to Exhibit 10.9 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No.

10.10 MFA Financial, Inc.

5 unchanged sentences

10.15 Form of Phantom Share Award Agreement (Performance-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.19 to the Company’s Form 10-K, dated February 23, 2021 (Commission File No.

10.16 * Form of Phantom Share Award Agreement (Time-Based Vesting) relating to the Company’s Equity Compensation Plan.

10.17 * Form of Phantom Share Award Agreement (Performance-Based Vesting) relating to the Company’s Equity Compensation Plan.

10.16 Form of Phantom Share Award Agreement (Time-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.16 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No.

10.17 Form of Phantom Share Award Agreement (Performance-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No.

10.18 Summary Description of Compensation Payable to Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2014 (Commission File No.

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10.21 Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, dated May 19, 2020 (Commission File No.

19.1 * MFA Financial, Inc.

Insider Trading Policy

21 * Subsidiaries of the Company.

9 unchanged sentences

97.1 MFA Financial, Inc.

Compensation Clawback Policy (adopted September 20, 2023 and effective as of October 2, 2023).

Compensation Clawback Policy (adopted September 20, 2023 and effective as of October 2, 2023) (incorporated herein by reference to Exhibit 97.1 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No.

101 Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language):

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February 20, 2025 By /s/ Craig L.

President, Chief Executive Officer and Director

Chief Executive Officer and Director

(Principal Executive Officer)

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Robin Josephs

February 22, 2024 By /s/ Francis J.

February 20, 2025 By /s/ Lisa Polsky

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures