Sheila Stamps
About Sheila A. Stamps
Independent director since 2021 (age 67). Current committee assignments: Compensation Committee member and Nominating & Corporate Governance Committee member; the Board held 10 meetings in 2024 and all directors then serving attended at least 75% of Board and applicable committee meetings, with all attending the 2024 annual meeting . The Board has affirmatively determined she is independent under NYSE and MFA’s standards; the Board Chair is an independent director and independent directors meet in executive session at least four times per year . Education: B.S. in Management Sciences (Duke) and MBA in Finance (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank One (now JPMorgan) | Managing Director; Head of European ABS; Senior Originator, ABS | 1982–2003 | Built securitization capabilities |
| Bank of America (formerly FleetBoston) | Managing Director; Head of Relationship Management, Financial Institutions | 2003–2004 | Financial institutions coverage |
| Harvard Weatherhead Center | Fellow | 2004–2005 | Strategy/International affairs |
| NY State Common Retirement Fund | Director of Pension Investments & Cash Management | 2008–2011 | Oversight of investment operations |
| DBI, LLC (private mortgage investor) | Executive Vice President | 2011–2012 | Mortgage investments |
| New York State Insurance Fund | Commissioner; Audit Committee Chair | 2014–2018 | Audit oversight at state insurer |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| IQVIA Holdings Inc. | Director | Current | Audit Committee member |
| Pitney Bowes Inc. | Director | 2020–2024 | Chair, Executive Compensation; Audit Committee member |
| Atlas Air Worldwide Holdings, Inc. | Director | 2018–Mar 2023 | Chair, Audit & Finance |
| CIT Group, Inc.; CIT Bank, N.A. | Director | Feb 2014–Jan 2022 | Audit; Nominating & Governance; subsidiary board member |
Board Governance
- Independence: One of six independent directors out of seven; CEO is not independent .
- Committee assignments at MFA: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Leadership: Independent Board Chair; executive sessions of independent directors at least quarterly .
- Attendance: Board held 10 meetings in 2024; all directors then serving attended ≥75% of Board and committee meetings; all directors attended MFA’s 2024 annual meeting .
- Policies: Majority voting for directors with resignation policy; retirement age cap at 75; overboarding limits (≤4 other public boards for non-CEO directors; ≤2 additional audit committees for Audit Committee members) .
- Related party transactions: None with related persons over $120,000 since beginning of last fiscal year .
- Shareholder signals: 92.6% Say-on-Pay approval at June 2024 meeting (for executive pay program overseen by Compensation Committee) .
Fixed Compensation (Director)
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Board cash retainer | 100,000 | Non-Employee Director program |
| Compensation Committee membership fee | 15,000 | Member (not Chair) |
| Nominating & Corporate Governance Committee membership fee | 5,000 | Member (not Chair) |
| Total cash fees earned (2024) | 120,000 | Reported for Stamps in 2024 director comp table |
Performance Compensation (Director)
| Equity Award | Grant Date | Quantity | Grant Value (USD) | Price Basis | Notes |
|---|---|---|---|---|---|
| Fully-vested RSUs | 2024-06-05 | 13,941 | 150,000 | $10.76 close | Standard annual grant; dividend equivalents factored into grant date fair value |
| Director equity program | Ongoing | — | 150,000 per year | — | Directors receive fully-vested shares or RSUs annually |
Performance metrics used by the Compensation Committee for executive pay (context for her committee oversight):
| Metric | Threshold | Target | Max | 2024 Actual | Application |
|---|---|---|---|---|---|
| Adjusted GAAP ROAE (%) | >0.00 | 9.25 | 16.00 | 13.73 | Determines formulaic bonus component |
| Adjusted Distributable Earnings ROAE (%) | 5.50 | 9.25 | 13.25 | 12.53 | Determines formulaic bonus component |
| Relative DE ROAE Percentile vs REM constituents | 25th | 50th | 80th | 81.8th | Determines relative formulaic bonus component |
Other Directorships & Interlocks
- Current public company board: IQVIA Holdings Inc. (Audit Committee) .
- Prior public boards: Pitney Bowes (Exec Comp Chair; Audit), Atlas Air (Audit & Finance Chair), CIT Group (Audit; Nominating & Governance) .
- Compensation Committee interlocks: None reported for MFA .
Expertise & Qualifications
- Capital markets and banking: Senior roles across securitization and FI coverage; audit and finance oversight at multiple boards .
- Education: B.S. Duke; MBA University of Chicago .
- Governance credentials: Multiple committee chairmanships (audit, finance, compensation) at prior boards .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common Stock beneficially owned | 0 shares | As of record date |
| Fully-vested RSUs owned | 38,272 units | As of record date |
| Total Equivalent Shares (stock + RSUs) | 38,272 | Counts towards director retention requirement |
| Ownership as % of outstanding | ~0.037% | 38,272 ÷ 102,652,862 shares outstanding |
| Stock ownership guidelines | 3x annual cash retainer | Must be met within five years; Stamps has met requirement |
| Anti-hedging/pledging policy | Prohibited | No hedging; no pledging; insider loans prohibited |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-06-05 | 2025-06-04 | A (Award) | Common Stock | 15,840 | 9.47 | 15,840 | https://www.sec.gov/Archives/edgar/data/1055160/000110465925056947/0001104659-25-056947-index.htm |
| 2024-06-06 | 2024-06-05 | A (Award) | Restricted Stock Units | 13,941 | 0.00 | 38,272 | https://www.sec.gov/Archives/edgar/data/1055160/000110465924069146/0001104659-24-069146-index.htm |
Governance Assessment
- Strengths: Independent director with deep finance and audit experience; sits on key governance and pay committees; strong alignment via RSU ownership and compliance with 3x retainer ownership guideline; robust anti-hedging/pledging and related-party oversight policies; shareholder support for pay program (92.6% Say-on-Pay in 2024) .
- Potential risks/red flags: Multiple board service historically, but current MFA overboarding policy allows up to four other public boards for non-CEO directors and two additional audit committees; no reported attendance issues or related-party transactions; equity grants to directors are fully vested (less performance linkage), mitigated by share ownership requirements .
- Committee effectiveness signals: Compensation Committee employs objective ROAE and TSR metrics, with relative benchmarking against mortgage REIT peers; use of independent consultant (FW Cook) and no interlocks supports pay discipline and independence .