PennyMac Financial Services Inc
For the period ended Jun 5, 2024. Filed Apr 19, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2024 · Filed Apr 19, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
PennyMac Financial Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PENNYMAC FINAACIAL SERVICES 2024 Notice of Annual Meeting and Proxy Statement
PennyMac Financial Services, Inc. 3043 Townsgate Road Westlake Village, California 91361
April 19, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of PennyMac Financial Services, Inc. to be held on Wednesday, June 5, 2024, at 11:00 a.m. Pacific Time. The 2024 Annual Meeting will be conducted online via live webcast atwww.virtualshareholdermeeting.com/PFSI2024.
The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement are attached to this letter and contain information about the matters on which you will be asked to vote at the Annual Meeting. We will transact no other business at the Annual Meeting, except for business properly brought before the Annual Meeting or any postponement or adjournment thereof by our Board of Directors. Only our stockholders of record at the close of business on April 10, 2024, the record date, are entitled to vote at the Annual Meeting.
Your vote is very important. Please carefully read the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement so that you will know the matters on which we plan to vote at the Annual Meeting, and then vote your shares by proxy by mail, by Internet or by telephone as soon as possible to make sure that your shares are represented at the Annual Meeting.
ONLINE ANNUAL MEETING: To participate in the online Annual Meeting, you will needto log-in to www.virtualshareholdermeeting.com/PFSI2024 usingthe 16-digit control number found on the proxy card, voting instruction form, notice of internet availability of proxy materials or email, as applicable, previously sent or made available to stockholders entitled to vote at the Annual Meeting. Please read “INFORMATION CONCERNING VOTING AND SOLICITATION—Who can attend the Annual Meeting?” in the accompanying Proxy Statement. If it is determined the Annual Meeting will be held at a different time or in a different location or format, an announcement of any such updates will be provided by means of a press release, which will be posted on our website (pfsi.pennymac.com) and filed with the SEC via its EDGAR system.
On behalf of our Board of Directors, we look forward to your participation in our upcoming online Annual Meeting.
Sincerely,
DAVID A. SPECTOR
Chairman and Chief Executive Officer
PennyMac Financial Services, Inc. 3043 Townsgate Road Westlake Village, California 91361
Notice of 2024 Annual Meeting of Stockholders
| Date and Time: | Wednesday, June 5, 2024 at 11:00 a.m. Pacific Time |
|---|---|
| Location: | Online via live webcast at www.virtualshareholdermeeting.com/PFSI2024 |
| Record Date: | April 10, 2024. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the 2024 Annual Meeting of Stockholders, or Annual Meeting, and any continuation, postponement or adjournment thereof. |
| Mailing Date: | We intend to mail the Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card, as applicable, on or about April 19, 2024 to our stockholders of record on the record date. |
| Items of Business: | • To elect the twelve (12) director nominees identified in the enclosed Proxy Statement to serve on our Board of Directors, each for a one year term expiring at the 2025 annual meeting of stockholders; |
| • To ratify the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| • To approve, by non-binding advisory vote, the compensation of our named executive officers; and | |
| • To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof. | |
| Attendance: | To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/ PFSI2024 using the 16-digit control number found on the proxy card, voting instruction form, notice of internet availability of proxy materials or email, as applicable, previously sent or made available to stockholders entitled to vote at the Annual Meeting. Please read “INFORMATION CONCERNING VOTING AND SOLICITATION—Who can attend the Annual Meeting?” in the accompanying Proxy Statement. |
| Voting: | Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy by mail, by Internet or by telephone as soon as possible to make sure that your shares are represented at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct that firm or bank as to how to vote your shares. |
By Order of the Board of Directors,
DEREK W. STARK
Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2024:
This Notice of 2024 Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available atwww.proxyvote.com.
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 4 |
| Corporate Sustainability Overview and Goals | 15 |
| PROPOSAL I — ELECTION OF DIRECTORS | 20 |
| Director Nominees | 21 |
| Non-Management Director Compensation | 26 |
| 2023 Director Compensation Table | 27 |
| Non-Management Director Stock Ownership Guidelines | 27 |
| AUDIT MATTERS | 28 |
| Report of the Audit Committee | 28 |
| Relationship with Independent Registered Public Accounting Firm | 29 |
| Fees to Registered Public Accounting Firm for 2023 and 2022 | 29 |
| Pre-Approval Policies and Procedures | 29 |
| PROPOSAL II — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| SECURITY OWNERSHIP INFORMATION | 31 |
| Security Ownership of Executive Officers and Directors | 31 |
| Security Ownership of Other Beneficial Owners | 32 |
| EXECUTIVE OFFICERS AND COMPENSATION COMMITTEE REPORT | 33 |
| Our Executive Officers | 33 |
| Compensation Committee Report | 35 |
| COMPENSATION DISCUSSION AND ANALYSIS | 36 |
| 2023 Named Executive Officers | 36 |
| Executive Summary of 2023 Compensation | 37 |
| Performance-Based Compensation and Incentives | 38 |
| Executive Compensation Best Practices | 39 |
| 2023 Pay Elements | 40 |
| Stakeholder Engagement | 41 |
| What We Heard From Stakeholders | 42 |
| Compensation Decisions Made in Fiscal 2023 | 43 |
| Executive Compensation Objectives and Philosophy | 49 |
| Executive Compensation Decision Making Process | 49 |
| Peer Group and Benchmarking | 50 |
| Executive Stock Ownership Guidelines | 52 |
| Clawback Provisions | 52 |
| Trading Controls and Anti-Pledging and Anti-Hedging Policies | 52 |
| Employment and Change-in-Control Arrangements | 53 |
| COMPENSATION TABLES | 56 |
| CEO PAY RATIO | 64 |
| PAY FOR PERFORMANCE | 65 |
| PROPOSAL III — ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION | 68 |
| Supporting Statement | 68 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 69 |
| OTHER MATTERS | 77 |
| INFORMATION CONCERNING VOTING AND SOLICITATION | 78 |
| | 2024 Proxy Statement | i |
|---|
PROXY STATEMENT SUMMARY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.