Laurie Goodman
About Laurie S. Goodman
Independent director and current non-executive Board Chair of MFA Financial. Age 69; director since 2014. Institute Fellow at Urban Institute’s Housing Finance Policy Center (founder and former director/co-director 2013–2021). Former Senior Managing Director at Amherst Securities; previously head of Global Fixed Income Research and U.S. Securitized Products Research at UBS (1993–2008). PhD and AM in Economics (Stanford); BA in Mathematics (University of Pennsylvania). Inducted into the Fixed Income Analysts Hall of Fame (2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Institute – Housing Finance Policy Center | Institute Fellow; Founder; Director/Co-Director | Founder 2013; Director/Co-Director 2013–2021; current Institute Fellow | Founded center focused on housing finance policy |
| Amherst Securities Group, L.P. | Senior Managing Director | Since late 2008 (prior to Urban Institute) | Led group known for housing policy analysis |
| UBS (and predecessor firms) | Head of Global Fixed Income Research; Manager of U.S. Securitized Products Research | Jul 1993–Nov 2008 | Led research in fixed income and MBS |
| Citicorp; Goldman Sachs; Merrill Lynch | Senior fixed income research roles | c. 10 years prior to 1993 | Senior research positions |
| Eastbridge Capital | Mortgage portfolio manager | N/A | Portfolio management |
| Federal Reserve Bank of New York | Senior Economist | N/A | Economic analysis |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Arch Capital Group Ltd. | Director | Current | Audit; Underwriting Oversight; Nominating & Governance |
| Homepoint Capital Inc. | Director | Through Aug 2023 | Audit (member); Nominating & Corporate Governance (Chair) |
Board Governance
| Item | Detail |
|---|---|
| Board Chair | Non-executive, independent Board Chair; presides at all Board meetings and executive sessions; sets agendas with CEO and committee chairs; liaison between Board and management; oversees evaluations; elected annually by the Board |
| Independence | Board determined Goodman is independent under NYSE and MFA’s Independence Standards |
| Committees | Audit Committee (member; designated Audit Committee Financial Expert); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | Audit Chair: Lisa Polsky; Compensation Chair: Robin Josephs; Nominating & Corporate Governance Chair: Richard C. Wald |
| Attendance | In 2024, Board held 10 meetings; Audit 8; Compensation 7; Nominating & Governance 4. Each director then serving attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting |
| Executive Sessions | Independent directors meet in executive session at least 4x per year; chaired by Goodman |
| Interlocks | No compensation committee interlocks or insider participation reportable under SEC rules |
Fixed Compensation (Non-Employee Director Pay Structure and 2024 Actuals)
| Program Element | Amount/Detail |
|---|---|
| Annual cash retainer (Board) | $100,000 |
| Committee membership retainers | Audit member $15,000; Compensation member $15,000; Nominating & Governance member $5,000 (non-chair members) |
| Committee chair retainers | Audit Chair $35,000; Compensation Chair $35,000; Nominating & Governance Chair $20,000 |
| Annual equity grant (each director) | $150,000 in fully-vested common stock or fully-vested RSUs |
| Additional grant to Board Chair | $115,000 in fully-vested common stock or fully-vested RSUs (annual) |
| Deferred Compensation Plan | May defer 50% or 100% of cash fees; equity can be received as fully-vested RSUs; cash deferrals convert into hypothetical stock units settled in cash; default 5-year deferral, extendable by 5 years; RSUs settle after initial 5-year deferral |
| 2024 Non-Employee Director Compensation (Goodman) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 120,000 |
| Stock/RSU Awards (incl. Chair’s additional grant) | 265,000 |
| Total | 385,000 |
| Detail of 2024 equity grants | 13,941 fully-vested RSUs on June 5, 2024 at $10.76 per share; plus an additional 10,687 fully-vested RSUs granted to the non-executive Chair on same date/price |
| Deferral participation (Goodman) | Elected to defer cash fees under Directors’ Deferred Compensation Plan |
| Deferred account values (Goodman) | FMV at Jan 1, 2024: $883,854; FMV at Dec 31, 2024: $972,537 |
Notes: Goodman's 2024 compensation mix consisted of $120k cash and $265k equity (fully-vested RSUs) per policy; equity includes an additional Board Chair grant .
Performance Compensation (Director)
| Performance Metric or Feature | Status for Non-Employee Directors |
|---|---|
| Performance-based measures (e.g., TSR, ROAE) | Not applicable to director compensation; equity awards are granted as fully-vested shares/RSUs per director program; additional fully-vested RSUs for the Board Chair |
Other Directorships & Interlocks
| External Company | Sector / Relevance | Potential Interlock / Conflict Consideration |
|---|---|---|
| Arch Capital Group Ltd. | Insurance, incl. mortgage insurance (adjacent to MFA’s mortgage ecosystem) | No MFA-related party transactions reported; standard related-party review policy in place |
| Homepoint Capital Inc. (thru Aug 2023) | Residential mortgage originator/servicer | Tenure ended Aug 2023; no MFA related-party transactions reported |
Expertise & Qualifications
- Deep mortgage finance, MBS markets and fixed income research leadership (Amherst SMD; UBS head of global FI research; roles at Citicorp/Goldman/Merrill) .
- Housing policy expert; founded Urban Institute’s Housing Finance Policy Center; prolific author (200+ articles; five books) .
- Academic credentials: PhD/AM Economics (Stanford); BA Mathematics (UPenn) .
- Recognized by Fixed Income Analysts Hall of Fame (2009) .
- Designated Audit Committee Financial Expert; financially literate per NYSE standards .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned (Goodman) | 6,007 shares |
| Fully-vested RSUs owned | 115,880 |
| Total “Equivalent Shares” (Common + fully-vested RSUs) | 121,887 |
| Ownership as % of outstanding | <1% (per beneficial ownership table footnote) |
| Director ownership guideline | ≥3x annual cash retainer ($100,000), to be met within 5 years |
| Compliance status | Met as of Record Date (Apr 8, 2025) |
Additional alignment features: directors may defer fees into hypothetical stock units tracking MFA’s stock; RSUs accrue dividend equivalents (cash for fully-vested RSUs) .
Governance Assessment
- Board effectiveness and independence: Goodman serves as independent non-executive Board Chair, strengthening oversight and separation from management. She presides over executive sessions and coordinates agendas with the CEO and committee chairs, indicating active engagement in governance and risk oversight .
- Committee contributions: Member of Audit (financial expert) and Nominating & Governance—committees met 8x and 4x respectively in 2024—supporting oversight of financial reporting, auditor independence, board composition and governance standards .
- Attendance and engagement: Board and committee activity was robust in 2024 (Board 10 meetings; all directors met 75%+ attendance and attended the 2024 annual meeting), suggesting adequate engagement .
- Compensation alignment: Director pay balanced between cash ($100k base retainer plus committee fees) and equity ($150k annual grant; $115k additional for Board Chair) with share retention requirement (3x retainer); Goodman’s ownership exceeds guideline, and she uses the deferral plan—both positive for alignment .
- Conflicts/related-party: Company reports no related-party transactions since the beginning of the last fiscal year; no compensation committee interlocks; Section 16(a) filings timely—low governance red flags .
- Shareholder sentiment: Say-on-pay approval of 92.6% in 2024—indirectly supportive of overall compensation governance (executive program) .
Potential risk indicators and mitigants:
- External role adjacency: Arch Capital’s mortgage insurance exposure is adjacent to MFA’s mortgage investments; however, no related-party transactions disclosed and related-party review policies are in place—risk appears mitigated .
- Hedging/pledging: Proxy discloses insider trading policy; no specific pledging by directors disclosed in the beneficial ownership section—no flagged pledging noted in proxy .
Committee Snapshot (Goodman)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 8 | Oversees financial reporting, internal controls, auditor independence |
| Nominating & Corporate Governance | Member | 4 | Board composition, director nominations, governance guidelines |
Director Compensation Detail (Grant Mechanics)
| Grant | Date | Instrument | Amount/Units |
|---|---|---|---|
| Annual director grant | Jun 5, 2024 | Fully-vested RSUs | 13,941 RSUs at $10.76 per share |
| Additional Board Chair grant | Jun 5, 2024 | Fully-vested RSUs | 10,687 RSUs at $10.76 per share |
Related Party & Compliance
- Related party transactions: None requiring disclosure since beginning of last fiscal year .
- Section 16(a) compliance: All directors and officers timely filed in 2024 .
- Governance policies: Majority independent board; director retirement (no director elected ≥75 years old at election); overboarding limits; insider trading policy; related-party transaction approval procedures .
Summary Implications for Investors
- Strong governance posture with an independent, highly credentialed Board Chair deeply experienced in mortgage finance and capital markets; active oversight (financial expert; risk oversight) supports investor confidence .
- Alignment reinforced by meaningful director equity, retention guidelines, and Goodman's use of deferrals; low conflict indicators with no related-party transactions and timely compliance .
- No notable red flags detected in attendance, interlocks, or compensation structure for directors; continued monitoring of any business overlaps with Arch Capital advisable though mitigated by policy disclosures and lack of related-party dealings .