Bryan Wulfsohn
About Bryan Wulfsohn
Bryan Wulfsohn (age 42) is President and Chief Investment Officer of MFA Financial, Inc., having joined MFA in 2010; he was promoted to President in September 2024 and has served as Chief Investment Officer or Co-CIO since January 2019. He holds a B.A. from Franklin & Marshall College and is a CFA charterholder . Company performance in 2024 included GAAP net income of ~$119.3 million vs. ~$80.2 million in 2023, interest income of ~$724.0 million vs. $605.6 million in 2023, and eight securitizations totaling $2.4 billion UPB; the Company maintained ~73% of total liabilities as non-mark-to-market and ended 2024 with ~$339 million in unrestricted cash and low recourse leverage of 1.7:1 (overall leverage 5.0:1) . MFA’s pay-versus-performance disclosure shows cumulative TSR values (fixed $100 initial investment) of 56.74 for MFA and 75.94 for the REM peer ETF in 2024, with Adjusted Distributable Earnings ROAE of 11.76% and GAAP net income of $119,251 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MFA Financial, Inc. | President and Chief Investment Officer (previously Co-CIO; Senior VP) | President since Sep 2024; CIO/Co-CIO since Jan 2019; SVP 2015–Sep 2024 | Leads investment portfolio strategy and capital allocation; succession to President broadened operational oversight (including Lima One Capital) |
| Inland Western Real Estate Trust, Inc. | Senior Financial Analyst (Corporate Strategy) | 2008–2010 | Focused on corporate strategy for a large real estate trust |
| CBA Commercial, LLC | Associate, Capital Markets | 2005–2007 | Supported acquisition/securitization of small-balance commercial mortgages |
External Roles
No external public-company directorships or outside roles disclosed for Wulfsohn in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 625,000 | 625,000 |
| Overall Target Annual Bonus ($) | — (2024 target was $150k higher than 2022) | 1,100,000 | 1,100,000 |
| Actual Annual Incentive Paid ($) | 1,068,750 (Bonus $356,250 + Non-Equity Incentive $712,500) | 1,005,029 | 1,934,542 |
Notes:
- 2024 Overall Target Annual Bonus ($1.1M) unchanged from 2023; 2022 target was $150k lower (exact $ not separately stated in proxy) .
Performance Compensation
2024 annual incentive structure for Wulfsohn: 75% formulaic (Adjusted GAAP ROAE, Adjusted Distributable Earnings ROAE, Relative DE ROAE vs peer group) and 25% discretionary IRM bonus. Targets and results as follows.
| Component | Weight of Formulaic | Target | Actual | Payout Multiple | Payout ($) |
|---|---|---|---|---|---|
| Adjusted GAAP ROAE Bonus | 30% of formulaic (Target $247,500) | 9.25% (max >16.0%; threshold negative) | 13.73%* | 166.4% | 411,840 |
| Adjusted Distributable Earnings ROAE Bonus | 30% of formulaic (Target $247,500) | 9.25% (max >13.25%; threshold 5.5%) | 12.53%* | 181.9% | 450,202 |
| Relative DE ROAE Bonus (vs REM constituents) | 40% of formulaic (Target $330,000) | 50th percentile (max ≥80th; threshold 25th=37.5%) | 81.8th percentile | 200.0% | 660,000 |
| IRM Bonus (Discretionary) | 25% of overall target ($275,000 target) | Committee discretion | Leadership, portfolio/hedging execution, liquidity, stakeholder engagement; promotion to President | 150% | 412,500 |
*Non-GAAP measures; see Appendices B/C for reconciliations .
Total 2024 formulaic bonus paid: $1,522,042; IRM bonus paid: $412,500; combined annual incentive $1,934,542 .
Long-term equity-based incentive awards (granted January 2, 2024):
- TRSUs: 61,334 units; grant date fair value $690,008; cliff vest Dec 31, 2026; dividends paid as equivalents during vesting .
- PRSUs: 99,499 target units; grant date fair value $1,035,009; 50% tied to absolute TSR (0–200% of target based on 0%–16% avg annual TSR), 50% to relative TSR vs REM constituents (25th→0%; 50th→100%; 80th→200%; capped at 100% if absolute TSR < 0); cliff vest Dec 31, 2026; deferred to settlement in January 2028; dividend equivalents accrue and are paid in shares on vest .
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Common Stock Beneficially Owned (shares) | 115,537 |
| Fully-Vested RSUs (shares) | 25,564 |
| Ownership as % of Shares Outstanding | <1% |
| 2024 Vested Shares (TRSUs + PRSUs) | 39,560; value $403,116 at vest date; dividend equivalent shares to be issued on PRSU settlement: 7,791 |
| Unvested TRSUs (vesting 12/31/2025) | 67,914; market value $692,044 (at $10.19) |
| Unvested PRSUs (performance period ends 12/31/2025) | 130,187 target; market/payout value $1,326,606 (at $10.19; assumes target) |
| Unvested TRSUs (vesting 12/31/2026) | 61,334; market value $624,993 |
| Unvested PRSUs (performance period ends 12/31/2026) | 99,499 target; market/payout value $1,013,895 (assumes target) |
Alignment/controls:
- Stock ownership/retention: Wulfsohn may not sell or transfer shares received from equity awards during employment or for six months post-termination unless his MFA stock/RSU holdings exceed 4× base salary .
- Anti-hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, hedging, holding in margin accounts, or pledging MFA securities .
- Clawback: Three-year lookback recovery policy for performance-based compensation in the event of accounting restatement; award agreements include forfeiture/recoupment for specified covenant breaches .
Employment Terms
Key agreement terms (amended and restated effective Jan 1, 2021; amended May 3, 2022; auto-renews annually; current term through Dec 31, 2025):
- Performance bonus architecture: Overall target bonus $1,100,000; 75% formulaic; 25% IRM; each component pays 0–200% of target .
- Long-term equity: Annual TRSUs and PRSUs grants; PRSUs split between absolute and relative TSR tranches; PRSU settlement capped at 400% of grant date value .
- Notice/garden leave: 90-day notice for resignation/Company termination without cause; during notice period, paid base salary/benefits; in voluntary resignation, three months’ base salary per garden leave .
- Severance multiples (double-trigger for CIC; no single-trigger; no tax gross-ups):
- Without Cause/Good Reason (non-CIC): 150% of (base + Median Bonus) .
- CIC double-trigger: 150% of (base + Median Bonus); Company-paid health insurance for 18 months .
- Death/Disability: 100% of (base + Median Bonus); full vesting of equity; health insurance continuation for 18 months in Disability .
Potential payments at 12/31/2024 (illustrative; excludes already vested/earned amounts; PRSUs assumed at target):
| Scenario | Severance/Payment ($) | Accelerated Equity ($) | Other Benefits ($) | Total Incremental ($) |
|---|---|---|---|---|
| Death | 1,693,750 | 3,657,537 | — | 5,351,287 |
| Disability | 1,693,750 | 3,657,537 | 81,971 | 5,433,258 |
| Termination Without Cause/Good Reason | 2,540,625 | 1,915,432 | — | 4,456,057 |
| Voluntary Resignation | 156,250 | — | — | 156,250 |
| Change in Control (Double Trigger) | 2,540,625 | 3,657,537 | 81,971 | 6,280,133 |
Compensation Structure Analysis
- At-risk pay mix: Wulfsohn’s 2024 compensation included base salary ($625k), formulaic bonus ($1.522M), IRM bonus ($412.5k), TRSUs ($690k grant-date value), and PRSUs ($1.035M grant-date value); long-term awards “cliff” vest with meaningful TSR hurdles, supporting pay-for-performance .
- Stringent TSR performance conditions on PRSUs (absolute and relative), with caps if absolute TSR is negative, and one-year deferral to settlement (Jan 2028 for 2024 grant), reduce short-termism and potential near-term selling pressure .
- 2024 formulaic bonus outcome reflected strong performance on ROAE metrics (Adjusted GAAP ROAE 13.73% and Adjusted Distributable Earnings ROAE 12.53%) and top-decile relative DE ROAE rank (81.8th percentile), translating to 166.4% / 181.9% / 200% component payouts, respectively .
- Say-on-Pay support was 92.6% in 2024, indicating shareholder endorsement of the program’s design and outcomes .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- No tax gross-ups; double-trigger CIC vesting; clawback in place (mitigates governance concerns) .
- No stock options outstanding; equity focus on RSUs/PRSUs eliminates option repricing risk .
Equity Grant and Vesting Schedule Detail
| Award Type | Grant Date | Units | Vest/Performance Period | Settlement Timing |
|---|---|---|---|---|
| TRSUs (2023) | Jan 3, 2023 | 67,914 | Cliff vest Dec 31, 2025 | Shares after vest; dividends credited in cash |
| PRSUs (2023 target) | Jan 3, 2023 | 130,187 | TSR (abs + rel) for Jan 1, 2023–Dec 31, 2025 | Shares after vest; DEs accrue/pay in shares |
| TRSUs (2024) | Jan 2, 2024 | 61,334 | Cliff vest Dec 31, 2026 | Shares after vest; dividends paid as equivalents |
| PRSUs (2024 target) | Jan 2, 2024 | 99,499 | TSR (abs + rel) for Jan 1, 2024–Dec 31, 2026 | Settlement in January 2028; DEs accrue/pay in shares |
Performance & Track Record
- 2024 operations: ~$3.6B of target assets added (BPL, Non-QM, Agency MBS) at attractive yields; cost of funds ~4.5% with hedging; eight securitizations totaling $2.4B UPB; liquidity ~$339M; recourse leverage 1.7:1; ~73% liabilities non-mark-to-market .
- Financials: GAAP net income ~$119.3M vs. ~$80.2M in 2023; interest income ~$724.0M vs. $605.6M in 2023 .
Compensation Peer Group (for benchmarking)
AGNC, ABR, BRSP, CIM, DX, GPMT, LADR, Mr. Cooper (COOP), NYMT, PennyMac (PFSI), Redwood (RWT), Two Harbors (TWO), Walker & Dunlop (WD); Broadmark removed in 2024 following acquisition .
Equity Ownership Guidelines & Compliance
- Executive stock retention guideline: Wulfsohn restricted from selling award shares until holdings exceed 4× base salary; six-month post-termination lock also applies .
- Anti-hedging/pledging policy: prohibits hedging, margin, and pledging of MFA securities .
Employment Contracts & Covenants
- Auto-renewal annually; current through Dec 31, 2025; 90-day notice for resignation/company termination without cause .
- Post-termination covenants: limitations on providing services to/holding interests in other mortgage REITs and non-solicit of employees for a post-termination period; confidentiality obligations; clawback and recoupment provisions embedded in award agreements .
Investment Implications
- Strong pay-for-performance alignment: high at-risk mix (formulaic ROAE metrics and multi-year TSR PRSUs) and shareholder-friendly controls (no gross-ups, double-trigger CIC, clawback) reduce governance risk and support long-term value orientation .
- Retention risk appears contained: significant unvested equity through 2026 and PRSU settlement deferrals (2028), 90-day notice/garden leave, and meaningful severance in downside scenarios lower near-term flight risk; anti-pledging reduces forced-selling risk .
- Trading signals: watch for vesting/settlement windows (12/31/2025 and 12/31/2026 vesting dates; PRSUs from 2024 settle in Jan 2028), though executive stock retention requirements may dampen immediate sell pressure; 2024 vest/settlement flows were modest for Wulfsohn (39,560 shares; $403,116 at vest; PRSU DE shares 7,791) .
- Execution track record: 2024 growth in net income and interest income, disciplined liability management, and securitization pipeline underpin formulaic bonus outperformance—supportive of confidence in Wulfsohn’s investment decision-making and portfolio construction .