Not independent
Tenure on this board
13.5 yrs
Also a director at
Pennymac Mortgage Investment Trust (PMT)
10 nominees · 3 ballot items.
Stockholders will vote to (1) elect ten director nominees to the Board, (2) ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026, and (3) cast an advisory (non-binding) Say-on-Pay vote to approve the compensation of the company’s named executive officers.
Elect ten director nominees (David A. Spector, Doug Jones, Sunil Chandra, Jonathon S. Jacobson, Patrick Kinsella, Anne D. McCallion, Farhad Nanji, Jeffrey A. Perlowitz, Lisa M. Shalett and Theodore W. Tozer) to serve one-year terms expiring at the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as PennyMac Financial Services, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve, on an annual basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory (non-binding) proposal asks stockholders to approve the Company’s executive compensation disclosures and the overall pay program for the named executive officers. Management frames the proposal as a validation of a pay-for-performance design that emphasizes annual performance-based incentives and long-term equity (performance-based RSUs, time-based RSUs and options), with a large portion of target pay at risk (the proxy cites approximately 88% of the CEO’s target pay and 83% for other named executives at risk). The Company’s compensation program ties annual incentives primarily to return on equity (70%) and strategic objectives (30%), while PSUs use a three-year cumulative ROE metric together with a leverage ratio multiplier and individual effectiveness multiplier to align long-term payouts with prudent capital management. Management highlights strong prior stockholder support (about 90.7% in 2025) and points to governance features—clawback policy, stock ownership guidelines, independent compensation consultant and robust peer benchmarking—to justify its approach. The Board recommends a vote FOR, arguing that the structure promotes long-term stockholder value and discourages excessive risk-taking through balanced incentive design and oversight. Key contextual considerations for an informed analyst include (i) the non-binding nature of the vote (the Board will consider results but is not legally bound), (ii) observed increases in CEO and other senior executives’ base salaries and significant equity awards in 2025, (iii) PSU targets (e.g., a 15% ROE target and a 4.0x leverage ratio target) that were set above historical bank benchmarks—potentially making maximum payouts demanding—and (iv) potential reputational or governance scrutiny around CEO dual roles and related-party arrangements given the Company’s complex relationships with PMT and related entities. A sophisticated assessment should weigh whether the incentive metrics (ROE + leverage multiplier + individual multiplier) appropriately balance growth and risk-management incentives, whether the absolute quantum of pay and recent increases are commensurate with performance and retention needs, and how a strong advisory vote would influence future compensation design given its advisory status.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MFN Partners Management, LP | 8.7% | 4,531,792 | $396M |
| 2 | T. Rowe Price Investment Management, Inc. | 6.9% | 3,600,780 | $315M |
| 3 | MILLENNIUM MANAGEMENT LLC | 4.6% | 2,385,760 | $209M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 1,785,877 | $156M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.2% | 1,658,085 | $145M |
| 6 | DONALD SMITH CO., INC. | 2.6% | 1,372,204 | $120M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 1,292,585 | $113M |
| 8 | CITADEL ADVISORS LLC | 2.1% | 1,071,421 | $94M |
| 9 | BlackRock, Inc. | 2.0% | 1,051,688 | $92M |
| 10 | BlackRock, Inc. | 1.7% | 858,223 | $75M |
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