MFA Financial (MFA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 3, 2025, to elect two directors, ratify the appointment of KPMG LLP as auditor, approve executive compensation, and amend the equity compensation plan to increase available shares to 13,230,145.

• Shareholders as of April 8, 2025, are entitled to vote, with one vote per share; 102,652,862 shares were outstanding as of the record date.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for internet, phone, or mail voting.

Voting matters and shareholder proposals

• Proposals include electing two directors (Lisa Polsky and Christopher Small), ratifying KPMG LLP as auditor, an advisory vote on executive compensation, and approval of the amended equity compensation plan.

• The amended plan increases shares available for grant by 5,500,000 and extends the plan term to June 3, 2035.

• Shareholders may submit proposals for the 2026 meeting by December 19, 2025, following advance notice requirements.

Board of directors and corporate governance

• The board consists of seven directors, with a majority being independent; the chair is an independent director.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Directors are subject to retirement and overboarding policies, and a code of conduct applies to all directors, officers, and employees.

• Board diversity includes gender and racial representation, with directors possessing expertise in finance, risk, and governance.