Robin Josephs
About Robin Josephs
Independent director of MFA Financial since 2010; age 65. Former Goldman Sachs senior executive (real estate investment banking and equity capital markets) and Starwood Capital managing director; recognized as an audit committee financial expert and currently chairs MFA’s Compensation Committee, with service also on MFA’s Audit Committee . The Board affirms her independence under NYSE standards; executive sessions of independent directors occur at least four times per year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Senior executive (Real Estate Investment Banking; later Equity Capital Markets) | 1986–1996 | Capital markets and real estate finance expertise |
| Starwood Capital Group L.P. | Managing Director | 2005–2007 | Real estate private equity leadership |
| iStar Inc. | Director | 1998–Mar 2023 | Board service until merger with Safehold |
| SVF Investment Corp. 2 | Director | May 2021–2023 | SPAC director |
| QuinStreet, Inc. | Director | 2013–2021 | Board service |
| Plum Creek Timber Company, Inc. | Director | 2003–Feb 2016 | Board service until sale to Weyerhaeuser |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Safehold Inc. | Director; Audit Committee Chair; member Nominating & Governance and Investment Committees | Since 2017 | Audit (Chair); Nominating & Governance; Investment |
| Starwood Real Estate Income Trust, Inc. | Director | Since 2017 | Board member |
| University of Chicago Cancer Research Foundation | Trustee | N/A | N/A |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member (also designated “audit committee financial expert”), financially literate under NYSE standards .
- Independence: Determined independent by the Board (six of seven directors independent) .
- Attendance: Board held 10 meetings in 2024; 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 at least four times per year; sessions presided by non-executive Chair Laurie S. Goodman .
- Compensation Committee operations: Seven meetings in 2024; no interlocks or insider participation; engages independent consultant FW Cook and uses peer groups in compensation benchmarking .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 7 |
| Audit | Member (Financial Expert) | 8 |
| Nominating & Corporate Governance | Not a member | 4 (committee total) |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Equity Award ($) | Equity Instrument | Grant Date | RSUs Granted (#) | Grant Price ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 100,000 | 35,000 (Compensation Chair) + 15,000 (Audit member) | 150,000 | 150,000 | Fully-vested RSUs | Jun 5, 2024 | 13,941 | 10.76 |
Deferred Compensation Elections
- Participates in Non-Employee Directors’ Deferred Compensation Plan; her deferred account fair value was $525,593 at Jan 1, 2024 and $536,373 at Dec 31, 2024 (no 1/15/2024 distribution) .
- Plan allows deferral of 50% or 100% of cash fees; RSUs settle after an initial five-year deferral; cash deferrals accrue as stock units with dividend equivalents and settle in cash .
Performance Compensation
- MFA non-employee director compensation uses fixed cash retainers and fully-vested RSUs; no performance-based director pay disclosed .
Other Directorships & Interlocks
| Company | Industry Overlap with MFA | Potential Interlock/Conflict Indicator |
|---|---|---|
| Safehold Inc. | Commercial real estate ground leases; broader real estate exposure vs MFA’s residential mortgage focus | No related-party transactions reportable in 2024; Board policy on related party transactions in place |
| Starwood Real Estate Income Trust | Commercial real estate and CRE debt | No related-party transactions reportable in 2024 |
Expertise & Qualifications
- Financial and governance expertise: Audit committee financial expert; extensive finance and capital markets experience; multi-company board and committee leadership .
- Education: B.S. (magna cum laude) from Wharton; MBA from Columbia; Phi Beta Kappa .
Equity Ownership
| Holder | Common Shares Beneficially Owned (#) | Fully-Vested RSUs (#) | Equivalent Shares (#) | % of Common Shares Outstanding |
|---|---|---|---|---|
| Robin Josephs | 31,981 | 80,423 | 112,404 | ~0.031% (31,981 / 102,652,862) |
- Director equity ownership guidelines: Minimum 3x annual cash retainer; she met the requirement as of April 8, 2025 record date .
- Share retention/alignment: RSUs and/or common stock counted toward guidelines; all non-employee directors met guidelines except newly elected Christopher Small .
Governance Assessment
- Strengths: Independent status; chairs key Compensation Committee with established use of independent consultant (FW Cook) and robust peer benchmarking; designated audit committee financial expert; strong attendance and independent director executive sessions; director equity ownership aligned above guideline threshold; no related-party transactions reportable for 2024; timely Section 16 compliance .
- Shareholder signals: 92.6% Say-on-Pay approval in June 2024 indicates investor support for compensation governance framework overseen by her committee .
- RED FLAGS: None disclosed for 2024 regarding related-party transactions, delinquent filings, hedging/pledging, or attendance shortfalls; continue monitoring external board service load for overboarding relative to MFA guidelines (not flagged for Josephs) .