Christopher Small
About Christopher Small
Christopher Small (age 47) is an independent director of MFA Financial, Inc., appointed in March 2025 to fill a vacancy and elected by stockholders on June 3, 2025; he holds an A.B. from Princeton University and has deep investment banking and mortgage finance expertise . He is currently CEO of Black Owl Managing, LLC (since Oct 2022) and previously served in senior roles at Wells Fargo Securities (FIG investment banking; 2018–2022), American Capital (2007–2009), and JMP Securities (2003–2007) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Owl Managing, LLC | Chief Executive Officer | Oct 2022–present | Family investment office leadership; corporate finance experience |
| Wells Fargo Securities | Managing Director; Head of Diversified Financials (FIG CIB); prior Head of FIG Investment Banking | 2010–2022 (head roles 2018–2019; 2019–2022) | Advised boards/management on capital markets, M&A, mortgage REITs/finance firms |
| American Capital, Ltd. | Investment Professional | 2007–2009 | Alternative investment platform experience |
| JMP Securities LLC | Investment Banking | 2003–2007 | Early career in investment banking |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Black Owl Managing, LLC | CEO | Private | Family investment office; potential exposure to broad investment activities |
| Other public company boards | None disclosed | — | No other public boards disclosed in MFA’s proxy bio |
Board Governance
- Independence: The Board determined six of seven directors are independent, including Christopher Small; CEO Craig L. Knutson is not independent .
- Committee assignments: Audit Committee member (appointed March 2025; did not participate in 2024 actions) ; Compensation Committee member (appointed March 2025; did not participate in 2024 decisions) ; committee composition detailed under Board committees .
- Audit Committee expertise: Committee includes three “audit committee financial experts” (Polsky, Goodman, Josephs); all members are financially literate under NYSE rules .
- Board meeting cadence and attendance: Board held 10 meetings in 2024; each director then serving attended at least 75% of Board and committee meetings; Small was not a director in 2024 .
- Executive sessions: Independent directors meet in executive session at least four times per year, presided over by non-executive Chair Laurie S. Goodman .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Annual cash retainer (Board) | $100,000 | Paid quarterly in arrears |
| Committee membership fees | Audit: $15,000; Compensation: $15,000; Nominating/Governance: $5,000 | Paid quarterly in arrears; excludes committee chairs |
| Committee chair fees | Audit Chair: $35,000; Compensation Chair: $35,000; Nominating/Governance Chair: $20,000 | Paid quarterly in arrears |
| Annual equity grant | $150,000 grant value in fully-vested common shares or RSUs | Under Equity Compensation Plan |
| Board Chair additional equity | $115,000 grant value in fully-vested shares or RSUs | For non-executive Board Chair |
| Director deferral plan | Option to defer 50% or 100% of cash fees; choose shares vs. RSUs for equity | Five-year initial deferral; RSUs settle in stock one-for-one |
2024 actual director compensation (pre-appointment):
| Name | Fees Earned ($) | Stock/RSU Awards ($) | Total ($) |
|---|---|---|---|
| Christopher Small | — | — | — |
| Note | Small was elected in March 2025 to fill a vacancy created by the December 2024 passing of Francis J. Oelerich III |
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director pay is structured as fixed retainers and fully-vested equity (no performance conditions) |
| Deferrals | Cash deferrals convert to stock units tracking MFA share value; RSUs for directors are fully vested and settle post-deferral |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Christopher Small in MFA’s proxy bio |
| Compensation Committee interlocks/insider participation | None required to be reported under Exchange Act rules; committee comprised of independent directors |
Expertise & Qualifications
- Investment banking and corporate finance leadership with mortgage sector coverage (mortgage REITs, originators, servicers) .
- Board advisory experience on capital markets transactions, M&A, and strategic matters .
- Financial literacy suitable for Audit Committee membership (Board-determined) .
- Education: A.B. Princeton University .
Equity Ownership
| As of Record Date (Apr 8, 2025) | Beneficial Common Shares (#) | Fully-Vested RSUs (#) | Total Equivalent Shares (#) |
|---|---|---|---|
| Christopher Small | 0 | — | 0 |
- Director stock ownership guideline: Minimum 3x annual cash retainer ($300,000 equivalent) in “Equivalent Shares” (stock and/or RSUs); required within five years of becoming a director .
- Compliance status: All current Non-Employee Directors met the guideline except Christopher Small (new director elected March 2025) .
Say-On-Pay & Shareholder Feedback
- 2025 director election (Class III): Christopher Small received 57,688,374 For; 512,619 Against; 306,315 Abstain; 19,435,223 broker non-votes—majority support under MFA’s majority voting bylaw .
- 2025 Say-on-Pay: 56,166,308 For; 1,801,099 Against; 539,901 Abstain; 19,435,223 broker non-votes—advisory approval of executive compensation .
- 2025 Equity Compensation Plan approval: 56,262,422 For; 1,832,094 Against; 412,792 Abstain; 19,435,223 broker non-votes .
Governance Assessment
- Strengths:
- Independent director on both Audit and Compensation Committees; Board confirmed independence and financial literacy; committees comprised of independent directors .
- Strong shareholder mandate in 2025 election; majority of votes cast supported Small’s nomination .
- Robust governance policies: majority voting with resignation policy, related-party transaction review, anti-hedging and no pledging, clawback policy for performance-based compensation, overboarding limits (especially for CEOs) .
- Transparent director pay program, with use of fully-vested equity and optional deferral aligning long-term incentives .
- Potential issues/RED FLAGS:
- Zero reported equity holdings as of record date; guideline compliance pending given new appointment; investors may watch early accumulation for alignment .
- Current role as CEO of a family investment office (Black Owl Managing, LLC) could create theoretical conflict risk if investments overlap MFA counterparties; MFA’s related-party transaction policy would govern any such situation. We searched the proxy for references to “Christopher Small” and related-party transactions and found no Small-specific disclosures ; targeted search query returned no such references (query: +Christopher +Small (related) (transaction)) using the 2025 proxy document [Search: see our search using the proxy document returned no Small-related transactions].
- Not designated as an “audit committee financial expert” (three others are identified), though the Board states all Audit Committee members are financially literate .
Related-party and conflicts: MFA has formal policies for pre-approval, ongoing monitoring, and recusal for transactions with related persons; anti-hedging and no-pledging restrictions apply to directors and employees . We found no disclosure of transactions involving Christopher Small in the 2025 proxy based on targeted searches.
Notes
- Board context: Non-executive Chair Laurie S. Goodman presides over independent director executive sessions; Audit Committee held eight meetings in 2024; Compensation Committee held seven meetings with eight unanimous consents; Small joined committees in March 2025 and did not participate in 2024 actions .
- Election/tenure: Small was appointed in March 2025 following the December 2024 passing of director Francis J. Oelerich III and subsequently elected as a Class III director through the 2028 annual meeting .