Michael Roper - Senior Vice President and Chief Financial Officer | MFA FINANCIAL (MFA) Executive Profile & Compensation

About Michael Roper

MFA’s Chief Financial Officer since September 2023; joined MFA in 2014, previously Chief Accounting Officer (December 2021–September 2023) and Controller. Age 37; CPA with B.S. from Bentley University and M.S. from Pace University; early career at EY auditing mortgage REITs and Assistant Controller at Apollo Residential Mortgage . Company performance context for 2024: GAAP net income ~$119.3M, interest income ~$724.0M, dividend $1.40/share, Adjusted Distributable Earnings ROAE 11.76%, and five-year TSR reflected by a $100 investment at $56.74 vs REM peers at $75.94 .

Past Roles

Organization	Role	Years	Strategic Impact
MFA Financial, Inc.	Chief Financial Officer	Appointed September 2023	Led financing and execution of two public senior notes offerings; directed finance and accounting operations .
MFA Financial, Inc.	Chief Accounting Officer	December 2021–September 2023	Strengthened reporting and controls; prepared for CFO succession .
MFA Financial, Inc.	Controller	Prior to December 2021; joined 2014	Built accounting infrastructure supporting mortgage loan securitizations and portfolio growth .

External Roles

Organization	Role	Years	Strategic Impact
Apollo Residential Mortgage, Inc.	Assistant Controller	Not disclosed	Brought public REIT accounting rigor to MFA .
Ernst & Young LLP	Audit (focus on public mortgage/equity REITs)	Not disclosed	Deep technical expertise in REIT accounting and controls .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	350,000	475,000
All Other Compensation ($) – 401(k) match	13,200	13,800

Notes:

2024 base salary was increased by $125,000 following market review .

Performance Compensation

Component	2023	2024
Annual Bonus ($, discretionary)	550,000	925,000
Non-Equity Incentive Plan ($, formulaic)	—	— (bonus determined discretionarily using formulaic framework as guide)
Stock Awards ($, grant-date fair value)	400,017	600,017

2024 bonus framework used to guide determination (company metrics and outcomes):

Adjusted GAAP ROAE Target: 9.25%; Actual: 13.73%; payout multiple 166.4% (for formulaic portion) .
Adjusted Distributable Earnings ROAE Target: 9.25%; Actual: 12.53%; payout multiple 181.9% .
Relative DE ROAE vs REM peer group: 50th percentile target; Actual ~81.8th percentile; payout multiple 200% .

Equity Ownership & Alignment

Beneficial Ownership (Record Date: April 8, 2025): 25,838 common shares; Fully-vested RSUs: 5,751; <1% of outstanding .
Outstanding and unvested awards at 12/31/2024:
- TRSUs: 15,749 (vest 12/31/2025); 21,334 (vest 12/31/2026); market value $160,482 and $217,393 at $10.19/share .
- PRSUs (target): 30,189 (performance period to 12/31/2025); 34,609 (performance period to 12/31/2026); target payout values $307,626 and $352,666 at $10.19/share .
2022 awards vested 12/31/2024:
- TRSUs: 4,902 vested; value realized $49,951 .
- PRSUs: 3,999 vested (47.5% of target); value realized $40,750; dividend equivalents to be issued at PRSU settlement in January 2026 (1,752 shares; ~$17,853 at vesting) .
Vesting and settlement mechanics:
- TRSUs cliff vest after 3 years; dividend equivalents paid in cash during vesting period .
- PRSUs split 50/50 Absolute TSR vs Relative TSR; cliff vest at 3 years; dividend equivalents accrue and are paid in shares upon vesting; vested PRSUs settle one year after vesting (e.g., January 2028 for 2024 grant) .

Policies supporting alignment:

Clawback on performance-based compensation (three-year lookback) .
Anti-hedging and no pledging; prohibition on margin accounts .
No stock options outstanding or granted in recent years .

Employment Terms

Term	Provision
Employment status	At-will; severance agreement dated February 21, 2024 .
Severance (no CIC)	Greater of (i) 100% of base salary + Median Bonus or (ii) 200% of base salary; plus accelerated vesting of all TRSUs and pro-rata PRSUs; 12 months health insurance continuation .
Change-in-Control (double trigger)	Same severance as above if terminated without cause or for good reason within 12 months post-CIC; immediate full vesting of all equity (PRSUs assumed at target); 12 months health insurance continuation .
Post-termination covenants	Non-solicit and confidentiality requirements; award agreements allow forfeiture/recoupment for breaches .
Tax gross-ups	None; Section 280G cutback to avoid excise tax if beneficial (applies generally) .
Deferred compensation	Senior Officers Deferred Bonus Plan exists; no current deferrals by executives .
Perquisites	None beyond broad employee benefits; standard 401(k) matching .

Potential payments illustration (as of 12/31/2024):

Termination without cause/for good reason: cash severance $1,025,000; accelerated equity $700,515; health benefits $38,349; total $1,763,864 .
Death/Disability: accelerated equity $1,038,167 (equity); total incremental benefits $1,038,167 (no separate severance listed for Roper) .
CIC with qualifying termination: accelerated equity $1,038,167; severance same as non-CIC per agreement .

Investment Implications

Compensation alignment: CFO pay mix moved toward performance-linked equity and higher at-risk cash; 2024 bonus recognition tied to strong financing execution and operational performance, suggesting retention value and alignment with company ROAE/TSR objectives .
Selling pressure and supply: Upcoming TRSU cliffs (12/31/2025 and 12/31/2026) and PRSU settlements (January 2026 for 2022 awards; January 2028 for 2024 grant) can create periodic share issuance; hedging/pledging bans and award deferral mitigate abrupt selling .
Retention risk: Double-trigger CIC and robust severance mitigate turnover risk; discretionary bonus framework with formulaic guardrails ties pay to ROAE/relative performance, reducing incentive to take undue risk .
Governance signals: Strong 2024 say-on-pay support (92.6%) and no tax gross-ups, clawback policy, and no single-trigger vesting indicate shareholder-friendly practices . No related party transactions over $120,000 reported, reducing conflict risk .