UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

MFA FINANCIAL, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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One Vanderbilt Avenue

48th Floor

New York, New York 10017

Notice of Annual Meeting of Stockholders

Date:

June 4, 2024

Time:

2:00 p.m. ET

Place:

Virtual meeting over the Internet at the Web address identified below

YOUR VOTE

IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is extremely important that your shares be represented and voted at the Annual Meeting.

To Our Stockholders

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of MFA Financial, Inc., a Maryland corporation (“MFA,” “we” or “our”), on Tuesday, June 4, 2024, at 2:00 p.m. Eastern Time. This year the Annual Meeting is being held for the following purposes:

			To consider and vote on the election of the three (3) nominees named in the proxy statement to serve on MFA’s Board of Directors (the “Board”) until our 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualify;
			To consider and vote upon the ratification of the appointment of KPMG LLP as MFA’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
			To consider and vote upon an advisory (non-binding) resolution to approve MFA’s executive compensation as disclosed in the proxy statement; and
			To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

This year’s Annual Meeting will once again be a virtual meeting that will be held over the Internet. We believe the use of the Internet to host the Annual Meeting enables expanded stockholder participation. You will be able to attend the Annual Meeting, submit your questions and, if you are a record holder of our common stock or proxy for a record holder, vote your shares during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MFA2024 and entering your 16-digit control number.

The close of business on April 8, 2024, has been fixed by the Board as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof.

Whether or not you plan to virtually attend the Annual Meeting, in order to assure proper representation of your shares at the Annual Meeting, we urge you to submit your proxy voting instructions to MFA by using our dedicated Internet voting website, our toll-free telephone number or, if you prefer, the mail. By submitting your proxy voting instructions promptly, either by

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Internet, telephone or mail, you can help MFA avoid the expense of follow-up mailings and ensure the presence of a quorum at the Annual Meeting. If you virtually attend the Annual Meeting, you may, if so desired, revoke your prior proxy voting instructions given in advance of the Annual Meeting and vote your shares over the Internet at the virtual meeting.

In order to submit proxy voting instructions prior to the Annual Meeting, you have the option of authorizing your proxy (a) through the Internet at www.proxyvote.com and following the instructions described on the notice and access card previously mailed to you or on your proxy card, (b) by toll-free telephone at 1-800-690-6903 and following the prompts on the automated voting system or (c) by completing, signing and dating your proxy card and returning it promptly in the postage-prepaid envelope provided.

Your proxy is being solicited by the Board.

By Order of the Board

/s/ Harold E. Schwartz

Harold E. Schwartz

Secretary

New York, New York

April 22, 2024

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Table of Contents

General Information			1
Attending and Participating in the Annual Meeting			1
Annual Report			2
Voting Information			2
Corporate Governance			5
Board and Committee Matters			13
Report of the Audit Committee			14
Compensation of Non-Employee Directors			17
Proposal 1 — Election of Directors			20
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			28
Information about Our Executive Officers			30
Executive Compensation			32
Compensation Discussion and Analysis			32
Report of the Compensation Committee			54
Summary Compensation Table			55
Grants of Plan-Based Awards			56
Outstanding Equity Awards			58
Options Exercised and Stock Vested			59
Employment Contracts			60
Potential Payments upon Termination of Employment or Change in Control			64
Pay Ratio Disclosure			68
Pay Versus Performance Disclosure			68
Securities Authorized for Issuance under Equity Compensation Plans			74
Proposal 3 — Advisory (Non-Binding) Resolution to Approve Executive Compensation			75
Certain Relationships and Related Transactions			76
Security Ownership of Certain Beneficial Owners and Management			77
Delinquent Section 16(a) Reports			78
Other Matters

SEC Form DEF 14A filed by MFA Financial Inc.