MFA Financial: CEO to retire effective Jun 30, 2027

What happened

• MFA Financial announced that Craig L. Knutson, age 67, will retire as chief executive officer effective Jun 30, 2027; Mr. Knutson has served as MFA’s CEO or co-CEO since Jul 2017 and is expected to be nominated to the board at the company’s 2027 annual meeting, expected in Jun 2027.
• MFA announced that Bryan Wulfsohn, age 43, will become chief executive officer effective Jul 1, 2027 and will join the board effective Jan 1, 2027; Mr. Wulfsohn joined MFA in 2010 and has been president since Sep 2024 and chief investment officer or co-chief investment officer since 2019.
• MFA entered into Amendment No. 3 to Mr. Knutson’s employment agreement (dated Oct 2, 2026) and entered into amended and restated employment agreements with Mr. Wulfsohn and with Michael C. Roper, dated Oct 2, 2026. MFA also disclosed that Kail, age 57, will join as chief investment officer effective Jan 1, 2027.

Key details

• Knutson amendment sets 2027 equity awards at TRSUs with a grant date value of $843,000 and PRSUs with a grant date value of $1,264,500 (each reflecting a 50% decrease from 2026 grant date values) and specifies retirement date of Jun 30, 2027.
• Wulfsohn A&R agreement: base salary $700,000 for 2026 and $762,500 effective Jan 1, 2027; overall target annual bonus $1,450,000 for the 2026 performance period and $1,700,000 for the 2027 performance period; annual TRSU grant date value $1,160,000 and annual PRSU grant date value $1,740,000.
• Roper agreement: base salary $550,000 for 2026 and $575,000 effective Jan 1, 2027; overall target annual bonus $850,000 for the 2027 performance period; annual TRSU grant date value $500,000 and annual PRSU grant date value $750,000.
• PRSU structure: 50% vests based on absolute total stockholder return (TSR) versus an 8% per annum objective with 0% to 200% payout range, and 50% vests based on relative TSR versus a peer group with payout from 0% at the 25th percentile to 200% at the 80th percentile; vested PRSUs subject to a one-year deferral prior to settlement.

Why it may matter

• This filing reports Item 5.02 (departure and election of directors or certain officers) for the CEO transition and Item 5.02 disclosures of related amendments and employment agreements setting base salary, bonus targets, equity awards, and severance/termination provisions. It also includes Item 7.01 regulation FD disclosure for the appointment of a new chief investment officer.
• The filing describes specific compensation amounts, award structures, vesting and change-in-control provisions, and effective dates for the leadership changes. The filing does not show why the insider traded or why the company acted.