MFA Financial (MFA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, as a virtual event to maximize shareholder participation and reduce costs.

• Shareholders will vote on director elections, auditor ratification, and executive compensation, with additional business as needed.

• Proxy materials are distributed primarily via internet to reduce environmental impact and costs, with printed copies available upon request.

• As of April 8, 2026, there were 101,596,232 shares of common stock outstanding.

Voting matters and shareholder proposals

• Shareholders will elect two directors (Laurie S. Goodman and Richard C. Wald) for terms expiring at the 2029 annual meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026, is up for vote.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay) is included.

• Shareholder proposals for the 2027 meeting must be submitted by December 21, 2026.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with a majority being independent under NYSE standards.

• Board leadership is separated between a non-executive chair and the CEO to enhance oversight and risk management.

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

• Directors are subject to retirement and overboarding policies, and must adhere to a code of conduct and insider trading policy.

• Board diversity includes gender and racial representation, with a mix of tenures and backgrounds.