Mei Lin
About Mei Lin
Mei Lin, age 46, is Senior Vice President and Co-Controller at MFA; she joined MFA in 2018 as a First Vice President and was appointed Co-Controller in December 2021 . She holds a B.A. in Finance from Renmin University of China and an M.B.A. in Finance from the University of Illinois at Urbana-Champaign, and is a CFA charterholder . MFA’s executive pay design ties long-term incentives to total shareholder return (TSR) with both absolute and relative TSR performance PRSUs; 2024 most important financial measures used for executive pay include Adjusted Distributable Earnings ROAE, Adjusted GAAP ROAE, Absolute TSR, and Relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MFA Financial, Inc. | First Vice President; appointed Co-Controller | Joined 2018; Co-Controller from Dec 2021 | Senior accounting leadership and control; co-led controller function |
| Jefferies LLC | Vice President, Product Control for U.S. Mortgages | 2014–2018 | Product control oversight for U.S. mortgage business |
| C12 Capital Management (hedge fund) | Vice President of Finance | 2009–2014 | Finance leadership for hedge fund operations |
| Barclays Capital Inc. | Vice President, Product Control for Principal Mortgage Trading Group | Began 2006 (through 2009) | Product control for principal mortgage trading |
External Roles
No public company board or external directorships disclosed in the proxy for Mei Lin .
Fixed Compensation
- The proxy’s Compensation Discussion & Analysis and detailed tables cover Named Executive Officers (NEOs) only; individual base salary and bonus data for non-NEO executive officers like Mei Lin is not disclosed .
- MFA uses employment agreements for certain senior executives with features such as renewable terms, severance tailored by role, no single-trigger CIC vesting, no tax gross-ups, and incentive compensation subject to clawback; these agreements are disclosed for specified NEOs, not for Mei Lin .
Performance Compensation
Long-term incentive design and metrics applicable to executives (design referenced for NEOs; non-NEO specifics not itemized):
| Element | Metric | Weighting | Target | Payout Range | Vesting/Settlement |
|---|---|---|---|---|---|
| TRSUs | Time-based (no performance metric) | Not specified for non-NEOs | N/A | N/A | Cliff vest Dec 31, 2026; dividend equivalents paid while outstanding; one share per vested unit upon settlement |
| PRSUs (Absolute TSR) | Absolute cumulative TSR | PRSUs split 50/50 between absolute vs relative TSR in 2024 NEO grants | 8% per annum simple TSR over 3 years | 0%–200% of target (200% at ≥16% per annum; 100% at 8% per annum) | Cliff vest Dec 31, 2026; PRSUs subject to additional one-year deferral prior to settlement (with caps at 400% of grant date value) |
| PRSUs (Relative TSR) | TSR percentile vs designated peer group | PRSUs split 50/50 between absolute vs relative TSR in 2024 NEO grants | 50th percentile = 100% | 0% at ≤25th percentile; 100% at 50th; up to 200% at ≥80th; capped at 100% if absolute TSR < 0% | Cliff vest Dec 31, 2026; additional one-year deferral prior to settlement |
Notes:
- For 2024, 60% of NEO equity awards by grant date value are subject to TSR (absolute and relative); design indicates strong linkage to shareholder returns .
- The equity plan allows multiple award types (options, RSUs, SARs, DERs, phantom shares) for eligible employees .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial ownership (individual) | Mei Lin’s individual beneficial ownership is not itemized in the proxy’s security ownership table; NEOs and directors are listed individually, while “all directors and executive officers as a group” is provided . |
| Directors & executive officers (group) | 826,196 common shares; 494,267 fully-vested RSUs for all directors and executive officers as a group . |
| 5% beneficial owners | Vanguard Group 10,111,403 shares (9.91%); BlackRock 9,691,218 (9.49%); Wellington 7,874,818 (7.71%); Vaughn Nelson 5,602,534 (5.49%) . |
| Anti-hedging / pledging | Employees, including executive officers, are prohibited from hedging (short sales, options, collars, forwards), holding MFA securities in margin accounts, or pledging MFA securities as loan collateral . |
| Stock ownership/retention | Stock retention and ownership policy applies to certain NEOs (e.g., CEO, President/CIO must maintain holdings ≥4x base salary; restrictions on selling shares for six months post-termination); not specified for Mei Lin . |
| Equity plan share reserve | Authorized shares under amended plan total 13,230,145 (4,193,914 outstanding grants at target; 3,536,231 remaining available; 5,500,000 additional); individual annual limits 2,000,000 shares for options and for RSUs/other equity per employee; non-employee director annual cap $600,000 . |
| Outstanding RSUs as of 12/31/2024 | 4,086,257 RSUs outstanding; 2,802,221 vested; 463,865 time-based vesting; 820,171 market-based (TSR) vesting; 4,215,621 securities remaining available for future issuance under equity plans . |
| Ownership cap via grants | No grant may be made if it would cause a person to beneficially own >9.8% of MFA’s outstanding shares, unless waived by the Board per Charter . |
Group grants in 2024 (grant date fair value):
| Name/Group | Stock Awards (#) | Grant Date Fair Value ($) |
|---|---|---|
| All current executive officers (8 persons) | 731,912 | 7,850,133 |
| All employees incl. officers not executive officers (46 persons) | 1,255,486 | 13,465,728 |
Employment Terms
- Change-in-control economics: Double-trigger required (termination without Cause or resignation for Good Reason within 12 months of CIC); equity awards fully vest (PRSUs at target) and health benefits continue for specified periods for NEOs; grants are generally assumed/replaced in a CIC where MFA is not the survivor .
- No single-trigger CIC vesting; no tax gross-ups; incentives subject to clawback policy .
- Clawback: Recover performance-based compensation in event of accounting restatement; three-year lookback; policy effective Oct 2, 2023 and filed with 2023 10-K .
- Section 409A compliance and six-month delay for specified employees on separation per tax rules .
- No repricing of underwater options/SARs under the amended equity plan .
Investment Implications
- Alignment: Strong governance on hedging and pledging plus TSR-heavy LTI design align compensation with shareholder outcomes; long, cliff-vest schedules (Dec 31, 2026) and PRSUs’ one-year deferral temper near-term selling, though specifics for Mei Lin’s personal grants/ownership are not disclosed .
- Potential selling pressure window: Company-wide TRSUs/PRSUs granted in 2024 cliff-vest on Dec 31, 2026 (PRSUs settle after an additional one year), which may create event-driven liquidity windows for executives generally; retention requirements for certain NEOs reduce immediate monetization, but non-NEO policies for Mei Lin are not specified .
- Retention and severance risk: CIC protections are double-trigger and materially focused on NEOs; lack of disclosed employment agreement for Mei Lin suggests lower severance economics vs NEOs, implying standard REIT talent market dynamics and potentially less contractual retention leverage .
- Transparency gap: Absence of individual compensation and ownership detail for Mei Lin limits precision of pay-for-performance and skin-in-the-game analysis; monitor future proxies and Form 4 filings for updates .
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