Lori Samuels
About Lori Samuels
Lori R. Samuels is Senior Vice President and Chief Loan Operations Officer at MFA Financial, Inc. (MFA). She joined MFA in 2010, has been a Senior Vice President since January 2016, and was appointed Chief Loan Operations Officer in September 2024; she is 44 years old and holds a B.B.A. in finance and operations management from Emory University, with prior experience at Fitch Ratings (residential credit) and BNY Mellon . MFA’s 2024 performance metrics used to guide executive incentives included Adjusted GAAP ROAE of approximately 13.73%, Adjusted Distributable Earnings ROAE of approximately 12.53%, and a Relative Distributable Earnings ROAE ranking at the 81.8th percentile versus peers; while Samuels’ bonus was discretionary, it was informed by the same framework used for the CEO and President .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MFA Financial, Inc. | Senior Vice President | 2016–2024 | Led asset management and loan operations functions prior to promotion to Chief Loan Operations Officer . |
| MFA Financial, Inc. | Various asset management and loan operations roles | 2010–2016 | Built core processes for onboarding, financing, and managing mortgage loan investments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fitch Ratings, Inc. | Analyst focusing on residential credit | — | Developed expertise in residential credit analysis applicable to MFA’s loan portfolio operations . |
| BNY Mellon | Financial services roles | — | Operational and financial experience supporting loan operations oversight at MFA . |
Fixed Compensation
| Component | 2024 Value ($) | Notes |
|---|---|---|
| Base Salary | 325,000 | Annual base salary for 2024 . |
| Annual Incentive Bonus (Actual) | 665,000 | Paid in cash for 2024 Performance Period . |
| Hypothetical Target Bonus (Framework) | 400,000 | Used by Compensation Committee as a framework (50% formulaic metrics, 50% individual/company performance); actual payout determined discretionarily . |
| All Other Compensation (incl. 401(k) match) | 13,800 | Company matches 401(k) contributions up to $13,800 for 2024; matches vest immediately . |
| Total (Salary + Bonus + Other) | 1,403,819 | Per Summary Compensation Table (Stock awards reported separately below) . |
Performance Compensation
Long-Term Equity Awards and Vesting
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Metric | Payout Range |
|---|---|---|---|---|---|---|
| TRSUs (time-based) | Jan 2, 2024 | 14,223 | 160,009 | Cliff vest on Dec 31, 2026; dividend equivalents paid currently; settled in shares within 30 days after vesting . | — | — |
| PRSUs (performance-based, “target” amount) | Jan 2, 2024 | 23,073 | 240,010 | 3-year period Jan 1, 2024–Dec 31, 2026; dividend equivalents accrue and convert to additional shares upon vesting at closing price on vest date . | Split evenly: Absolute TSR vs target 8% p.a.; Relative TSR vs designated peer group . | 0%–200% of target based on TSR outcomes . |
| Total Stock Awards (TRSUs+PRSUs) | 2024 | 37,296 | 400,019 | As above | As above | As above . |
Notes:
- 2024 LTI mix: time-based RSUs (40% of target grant value) and performance-based RSUs (60% of target grant value); PRSUs split equally between Absolute TSR and Relative TSR tranches .
- Absolute TSR PRSUs earn at 0%–200% against an average 8% per annum simple TSR objective (100% at 8% p.a.; 200% at ≥16% p.a. over the 3-year period) .
- Relative TSR PRSUs earn based on MFA’s TSR versus an internally/externaly managed mortgage REIT peer group designated at grant .
Annual Incentive Framework (for context)
| Metric | Framework Weighting | Target/Benchmark | 2024 Outcome (Company-level) | Application to Samuels |
|---|---|---|---|---|
| Adjusted GAAP ROAE | Framework 50% (combined formulaic components) | Committee-set thresholds to max | ~13.73%; produced ~166.4% of target for CEO/President . | Used as a framework to inform her discretionary bonus; Committee adjusted outcome judgmentally . |
| Adjusted Distributable Earnings ROAE | Framework 50% (combined formulaic components) | Committee-set thresholds to max | ~12.53%; produced ~181.9% of target for CEO/President . | Used as a framework to inform her discretionary bonus; Committee adjusted outcome judgmentally . |
| Relative DE ROAE Percentile | Part of formulaic components | Peer comparison | 81.8th percentile; 200% of target for CEO/President . | Used as a framework to inform her discretionary bonus; Committee adjusted outcome judgmentally . |
| IRM (Individual & Risk/Management) | Discretionary | Committee assessment | Discretionary awards determined without fixed weights | Samuels’ bonus was determined entirely on a discretionary basis, guided by the framework above . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 30,227 shares . |
| Percent of Class | “*” (as presented in proxy) . |
| Fully-Vested RSUs | 5,751 units . |
| Outstanding 2024 Awards (Unvested) | 14,223 TRSUs (cliff vest 12/31/2026); 23,073 “target” PRSUs (3-year TSR metrics; vesting contingent on performance) . |
| Stock Retention/Ownership Policies | Stock retention multiple disclosed for CEO/President (4× salary); PRSU/TRSU award agreements for Samuels include forfeiture and recoupment provisions upon breach of confidentiality/employee-solicitation covenants . |
| Anti-Hedging / Anti-Pledging | Employees, including executive officers, are prohibited from short sales, derivatives, hedging (e.g., collars/forwards), margin accounts, and pledging MFA securities . |
| Clawback | Company clawback policy mandates recovery of performance-based compensation upon certain accounting restatements; three-year lookback . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At-will; no employment agreement . |
| Role Start Dates | Senior Vice President since Jan 2016; Chief Loan Operations Officer since Sep 2024 . |
| Base Salary | $325,000 for 2024 . |
| Annual Bonus Determination | Discretionary, guided by formulaic metrics framework; actual paid $665,000 cash for 2024 . |
| Severance (non-CIC) | No severance listed for Samuels; at-will and no employment agreement . |
| Change-in-Control (CIC) | Double trigger (termination without cause or resignation for good reason within 12 months post-CIC); immediate full vesting of outstanding equity awards at “target” for PRSUs; Samuels’ table shows equity acceleration but no cash severance . |
| Potential Payments (Death/Disability/CIC) | Value of accelerated equity awards: $848,154 under Death, Disability, and CIC scenarios; no severance/other benefits listed for Samuels . |
| Covenants & Recovery | TRSU/PRSU agreements include forfeiture of unvested awards and recoupment of after-tax value of vested awards upon breach of confidentiality/employee-solicitation covenants . |
| Benefits | Standard employee benefits; 401(k) safe harbor with company match up to $13,800 for 2024 . |
CIC and Severance Table (Samuels)
| Scenario | Severance ($) | Accelerated Equity ($) | Deferred Comp ($) | Other Benefits ($) | Total Incremental ($) |
|---|---|---|---|---|---|
| Death | — | 848,154 | — | — | 848,154 |
| Disability | — | 848,154 | — | — | 848,154 |
| Termination Without Cause/Resignation for Good Reason | — | — | — | — | — |
| Voluntary Resignation | — | — | — | — | — |
| Change in Control (Double Trigger) | — | 848,154 | — | — | 848,154 |
Compensation Peer Group (relevant to PRSU relative TSR)
| Peer Companies (selected) |
|---|
| AGNC Investment Corp.; Arbor Realty Trust; BrightSpire Capital; Chimera Investment; Dynex Capital; Granite Point Mortgage Trust; Ladder Capital; Mr. Cooper Group; New York Mortgage Trust; PennyMac Financial Services; Redwood Trust; Two Harbors; Walker & Dunlop . |
Performance & Track Record
- 2024 bonus rationale: Compensation Committee cited Samuels’ “key role in the onboarding and financing of mortgage loans,” oversight and asset management of the loan portfolio, and support for underwriting and servicing at MFA’s Lima One Capital subsidiary in approving her $665,000 cash bonus for the 2024 Performance Period .
- Company-level incentive metrics for the 2024 Performance Period (context): Adjusted GAAP ROAE ~13.73%, Adjusted Distributable Earnings ROAE ~12.53%, Relative DE ROAE 81.8th percentile; these metrics drove outsized formulaic payouts for CEO/President and guided discretionary awards for other NEOs .
Risk Indicators & Red Flags
- No tax gross-ups and no single-trigger CIC vesting; incentives subject to a clawback policy (mitigates compensation risk) .
- Anti-hedging and anti-pledging policy reduces misalignment and selling pressure risk from margin calls or hedge constructs .
- Related-party transactions: none exceeding $120,000 since last fiscal year (low governance risk in this area) .
- Samuels has no listed cash severance; retention relies on unvested equity and role responsibilities rather than contractual severance economics .
Investment Implications
- Pay-for-performance alignment: Samuels’ compensation is heavily variable (2024 bonus $665k vs $325k salary) and LTI is 60% PRSUs tied to TSR (absolute and relative), aligning incentives with shareholder returns while promoting retention through cliff vesting in 2026 .
- Vesting and selling pressure: 14,223 TRSUs cliff vest on Dec 31, 2026 and PRSUs vest based on 3-year TSR through 2026; investors should monitor potential share deliveries and associated Form 4 activity around vesting dates as possible selling pressure catalysts .
- Ownership and alignment: Beneficial ownership (30,227 shares) and 5,751 fully-vested RSUs indicate skin-in-the-game, though percent of class is shown as “*” in the proxy; anti-pledging and anti-hedging reduce alignment risks .
- Retention and transition risk: At-will status with no enumerated cash severance may slightly elevate retention risk; however, meaningful unvested equity and role-critical responsibilities in loan operations are stabilizing factors .
- Governance and clawback: No tax gross-ups, no single-trigger CIC vesting, and a robust clawback framework support shareholder-friendly governance and disciplined incentive outcomes .