Independent
Tenure on this board
13.6 yrs
3 nominees · 3 ballot items.
Election of three Class II trustees; ratification of Deloitte & Touche LLP as independent auditors for 2026; and an advisory (non-binding) vote to approve executive compensation (Say-on-Pay).
Elect three (3) Class II trustees — Preston DuFauchard, Nancy McAllister, and Stacey D. Stewart — each to serve until the 2029 annual meeting of shareholders.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures and practices (Say-on-Pay). Management seeks shareholder endorsement to validate its compensation philosophy and practices, which primarily consist of long-term, equity-based awards (performance-based restricted share units and time-based restricted share units) rather than cash salary or bonuses, because the Company is externally managed by affiliates of PennyMac Financial Services, Inc. The Compensation Committee emphasizes pay-for-performance design: PSUs are weighted to ROE and Relative TSR measures with multi-year performance periods and caps (up to 200% payout), and RSUs provide time-based retention. The Company notes several governance features intended to mitigate risk and align incentives, including majority support in prior Say-on-Pay votes (≈93% in 2025), clawback policies, share ownership guidelines for executives and trustees, independent compensation consultant review, and detailed peer benchmarking. Relevant context includes the external management structure (executives are employees of PFSI), related-party arrangements (management and servicing agreements) and the fact that PFSI pays cash compensation to executives while the Trust grants equity awards to align those executives with Trust shareholders. Management contends that equity awards encourage long-term decision-making that produces dividends and book value growth important to REIT shareholders, while the advisory vote is non-binding; the Board nonetheless will consider the vote outcome in future decisions. Potential concerns for an analyst include the related-party dynamic (Manager/Servicer fees and influence), the non-binding nature of the vote, and whether the performance metrics and peer group remain appropriately calibrated to shareholder interests; however, the Board’s rationale—alignment, retention, and pay-for-performance with robust governance features—is clearly articulated in the proxy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.6% | 10,091,944 | $118M |
| 2 | T. Rowe Price Investment Management, Inc. | 6.2% | 5,418,751 | $63M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.7% | 4,951,620 | $58M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 3,812,328 | $44M |
| 5 | STATE STREET CORP | 3.9% | 3,382,272 | $39M |
| 6 | BlackRock, Inc. | 2.9% | 2,533,800 | $30M |
| 7 | Invesco Ltd. | 2.4% | 2,105,227 | $25M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,900,827 | $22M |
| 9 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.9% | 1,658,125 | $19M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.7% | 1,454,818 | $17M |
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