Lisa Polsky
About Lisa Polsky
Independent director at MFA Financial, Inc. since 2020; age 68; veteran risk executive (former CRO at Morgan Stanley and CIT) with deep board and committee leadership experience across financial institutions; B.S. in International Business and Economics from New York University . MFA’s Board classifies her as independent under NYSE and MFA standards and identifies her as an Audit Committee financial expert; she currently chairs MFA’s Audit Committee and also serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIT (financial holding company) | Chief Risk Officer | 2010–2016 | Enterprise risk leadership through rate/credit cycles |
| Morgan Stanley | Chief Risk Officer (earlier career) | n/a | Global markets risk oversight experience |
| AQR Capital Management LLC | Senior Risk Advisor (prior) | n/a | Institutional investment risk advisory |
| Ultra Capital (venture capital) | Senior Risk Advisor (prior) | n/a | Early-stage financing risk advisory |
| Citibank; Bankers Trust | Built derivative trading and hedge fund businesses | Early career | Derivatives, trading and risk foundations |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| HSBC North America Holdings, Inc.; HSBC Bank USA, N.A. | Director | Since Jan 2023 | Financial institution board governance |
| Pershing Square U.S. Board of Directors | Director; Audit Committee Chair | Since Jun 2024 | Audit leadership |
| Vertex Holdco, Inc. (Verifone parent – private) | Director; Audit Committee Member | Apr 2021–Dec 2024 | Financial oversight at fintech/payments company |
| Guardian Life’s Variable Products Trust | Trustee; Audit Committee Chair | 2016–2022 | Fund governance and audit chair experience |
| Deutsche Bank AG’s U.S. Board | Director; Risk Committee Chair | 2016–Oct 2021 | U.S. risk oversight for global bank |
| Piper Jaffray | Director; Chair of Audit and Compensation Committees | 2007–2016 | Public company audit/comp committee leadership |
Board Governance
- Committees: Audit Committee Chair; member, Nominating & Corporate Governance Committee .
- Independence: Board affirms she is independent under NYSE and MFA Independence Standards .
- Financial expertise: Identified by the Board as an “audit committee financial expert” and financially literate under NYSE standards .
- Engagement: 2024 meetings — Board (10), Audit (8), Compensation (7), Nominating (4). Each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: As Audit Chair, she oversees external auditor engagement, independence, internal controls, and major financial risk exposures per committee charter .
- Leadership structure: MFA’s independent Board Chair is Laurie S. Goodman, who coordinates agendas and executive sessions; the role is elected annually .
- Overboarding policies: Non-CEO directors should not serve on more than four other public company boards; Audit Committee members may serve on no more than two additional public company audit committees .
Committee Role & 2024 Meeting Cadence
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
- Director pay program (current): $100,000 annual cash retainer; $150,000 annual equity grant in fully-vested shares or fully-vested RSUs; committee member cash retainers (Audit $15,000; Compensation $15,000; Nominating $5,000); committee chair fees (Audit $35,000; Compensation $35,000; Nominating $20,000). Non-executive Board Chair receives an additional $115,000 equity grant; deferred compensation plan available for 50% or 100% of fees/equity .
- 2024 actual for Polsky: $135,000 cash; $150,000 stock/RSU awards; total $285,000 .
- 2024 equity grant mechanics: Each non-employee director received 13,941 fully-vested RSUs on June 5, 2024, based on $10.76 closing price (grant date fair value $150,000); dividend equivalents included in grant valuation .
| Component (2024) | Amount / Detail |
|---|---|
| Annual Board Cash Retainer (program) | $100,000 |
| Audit Committee Chair Cash Fee (program) | $35,000 |
| Nominating Committee Member Cash Fee (program) | $5,000 (member fee; not paid to chair of that committee) |
| Polsky – Cash Fees Earned (actual) | $135,000 |
| Annual Equity Grant (program) | $150,000 fully-vested shares or RSUs |
| Polsky – RSU Grant (actual) | 13,941 fully-vested RSUs on Jun 5, 2024 at $10.76; grant date fair value $150,000 |
| Director Deferred Compensation Plan | Optional deferral of 50% or 100% of cash fees; equity taken as shares or fully-vested RSUs with 5-year initial deferral; stock-unit accounting with dividend equivalents; cash-settled at end of deferral |
Deferred Compensation (Polsky)
| Date | FMV of Deferred Amounts ($) |
|---|---|
| Jan 1, 2024 | 282,234 |
| Jan 15, 2024 Distribution | — (none) |
| Dec 31, 2024 | 288,023 |
Notes: Fair market value based on MFA closing prices as specified in footnotes; reflects hypothetical stock units incl. dividend equivalents under the Non-Employee Directors Plan .
Performance Compensation
- None disclosed for directors. MFA does not tie non-employee director compensation to performance metrics; directors receive cash retainers and fully-vested equity (no PSUs/options with performance conditions) .
Other Directorships & Interlocks
- Current: HSBC North America Holdings, Inc. and HSBC Bank USA, N.A. (since Jan 2023); Pershing Square U.S. Board (since Jun 2024; Audit Chair) .
- Prior: Vertex Holdco, Inc. (Apr 2021–Dec 2024; Audit Committee member); Guardian Life’s Variable Products Trust (2016–2022; Audit Chair); Deutsche Bank AG’s U.S. Board (2016–Oct 2021; Risk Chair); Piper Jaffray (2007–2016; Audit and Compensation Committee Chair) .
- Compensation Committee interlocks: The company reports no compensation committee interlocks or insider participation requiring disclosure under Exchange Act rules .
Expertise & Qualifications
- Identified as an Audit Committee financial expert by MFA; financially literate per NYSE standards .
- Extensive risk leadership across global banks, asset managers, and fintech/payments; committee chair experience across audit, risk, and compensation functions .
- Education: B.S., International Business & Economics, NYU .
Equity Ownership
- Director stock ownership guideline: 3x annual cash retainer ($300,000) in “Equivalent Shares” (Common Stock and/or fully-vested RSUs) within five years; as of Apr 8, 2025 record date, all current non-employee directors met the requirement except Christopher Small (elected Mar 2025) .
- Beneficial ownership as of record date: 0 Common shares; 62,415 fully-vested RSUs; total Equivalent Shares 62,415 .
| Ownership Detail | Amount |
|---|---|
| Common Stock Beneficially Owned | 0 shares |
| Fully-Vested RSUs | 62,415 |
| Total Equivalent Shares (Policy measure) | 62,415 |
| Ownership Guideline Status | In compliance (company-wide statement for all current NEDs except Small) |
Governance Assessment
- Strengths: Independent director; Audit Chair; designated audit committee financial expert; high engagement (Board and committees met frequently in 2024; each director attended ≥75% and attended the annual meeting); no related person transactions over $120,000; no comp committee interlocks disclosed .
- Alignment: Mix of cash ($135k) and fully-vested RSUs ($150k) with optional deferral; has accumulated 62,415 fully-vested RSUs and participates in deferred compensation (FMV $288,023 at 12/31/24); meets board equity ownership guideline per company statement .
- Watchpoints: Multiple external financial-sector board roles (HSBC, Pershing Square; prior Deutsche Bank U.S.) can increase time demands; MFA’s overboarding and audit-committee limits mitigate this risk, and no related-party transactions were reported .
- Plan safeguards: Amended equity plan limits total director compensation (cash plus grant-date equity value) to $600,000 per year, capping potential pay escalation and supporting shareholder-friendly governance .
Bottom line: Polsky’s risk management pedigree and audit leadership enhance MFA’s financial oversight; independence, attendance, lack of related-party transactions, and ownership alignment support investor confidence, with external commitments to be monitored against MFA’s overboarding standards .