PennyMac Financial Services, Inc.
For the period ended Jun 18, 2025. Filed Apr 28, 2025.
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 18, 2025 · Filed Apr 28, 2025
Contents
PROXY STATEMENT SUMMARY
This summary contains highlights about our Board of Directors, or our Board, and the upcoming 2025 Annual Meeting of Stockholders, or the Annual Meeting. References in this Proxy Statement to “we,” “us,” “our,” the “Company,” and “PNMAC” refer to PennyMac Financial Services, Inc. and its affiliates, unless the context otherwise requires. This summary does not contain all of the information that you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. This Proxy Statement has been made available to our stockholders on the Internet on or about April 28, 2025.
2025 Annual Meeting of Stockholders
| Date and Time: | Wednesday, June 18, 2025, at 11:00 a.m. Pacific Time |
|---|---|
| Location: | Online via live webcast at www.virtualshareholdermeeting.com/PFSI2025 |
| Record Date: | April 21, 2025 |
| Mail Date: | April 28, 2025 |
Voting Matters and Board Recommendations
| Matter | Our Board Vote Recommendation | |
|---|---|---|
| Proposal 1: | Election of eleven (11) director nominees identified in the Proxy Statement to serve on our Board, each for a one year term expiring at the 2026 annual meeting of stockholders | FOR each Director Nominee |
| Proposal 2: | Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2025 | FOR |
| Proposal 3: | Approval, by non-binding advisory vote, the compensation for our named executive officers | FOR |
Director Nominees
| Director Nominees | Age | Director Since | Principal Occupation / Key Experience | Committee Membership |
|---|---|---|---|---|
| David A. Spector | 62 | 2012 | Chairman and Chief Executive Officer of PennyMac Financial Services, Inc. | None |
| Doug Jones | 68 | 2023 | Director, President and Chief Mortgage Banking Officer of PennyMac Financial Services, Inc. | None |
| Sunil Chandra | 54 | 2024 | Founder and CEO of Dyme Digital, Inc. | Nominating & Corp. Gov. Risk |
| Jonathon S. Jacobson | 63 | 2021 | Non-Executive Chair, HighSage Ventures, LLC and Founder, Highfields Capital Management, LP | Nominating & Corp. Gov. Finance |
| | 2025 Proxy Statement | 1 |
|---|
PROXY STATEMENT SUMMARY
| Director Nominees | Age | Director Since | Principal Occupation / Key Experience | Committee Membership |
|---|---|---|---|---|
| Patrick Kinsella † | 71 | 2014 | Former Adjunct Professor at USC Marshall School of Business and Retired Senior Audit Partner with KPMG, LLP | Audit Related Party Matters Risk |
| Joseph Mazzella | 72 | 2012 | Retired Managing Director and General Counsel of Highfields Capital Management L.P. | Nominating & Corp. Gov. Related Party Matters |
| Anne D. McCallion | 70 | 2018 | Former Chief Financial Officer and subsequently Chief Enterprise Operations Officer of PennyMac Financial Services, Inc. | Audit Compensation Finance |
| Farhad Nanji | 46 | 2012 | Co-Founder of MFN Partners Management, L.P. | Compensation |
| Jeffrey A. Perlowitz* | 68 | 2019 | Retired Managing Director and Co-Head of Global Securitized Markets of Citigroup and/or its Predecessors | Audit Compensation Finance Risk |
| Lisa M. Shalett | 58 | 2020 | Former Partner of the Goldman Sachs Group, Inc. and Former Managing Partner of Brookfield Asset Management | Nominating & Corp. Gov. Related Party Matters Risk |
| Theodore W. Tozer | 68 | 2017 | Non-resident fellow at the Urban Institute and Former President of Government National Mortgage Association | Audit Related Party Matters Risk |
† Audit Committee Financial Expert
- Independent Lead Director
We believe our Board possesses deep and broad skill sets and specific experience and expertise that facilitate strong oversight and strategic direction for us as a leading specialty financial services firm focused on the production and servicing of mortgage loans and the management of investments related to the mortgage market.
| 2 | | 2025 Proxy Statement |
PROXY STATEMENT SUMMARY
Director Skills and Qualifications
| | 2025 Proxy Statement | 3 |
|---|
PROXY STATEMENT SUMMARY
Corporate Governance Highlights
We continuously monitor developments, trends and best practices in corporate governance and consider feedback from stockholders and proxy advisory firms, as appropriate, when enhancing our governance, policies and structure.
| ✓ | Majority Voting Standard in the Election of Directors. Our Amended and Restated Bylaws provide for a majority voting standard for uncontested director elections and plurality voting standard for contested director elections. | ✓ | Independent Lead Director. The independent directors of our Board elected Jeffrey A. Perlowitz as our independent lead director for a three year term that expires in February 2028. |
|---|---|---|---|
| ✓ | Director Resignation Policy. Our Corporate Governance Guidelines include a requirement that any director nominee who fails to receive a majority vote, if required, for election or re-election will promptly tender his or her resignation to the Board. | ✓ | Board Refreshment. We have robust processes to identify, evaluate and select qualified director candidates and we regularly assess the size and composition of the Board. |
| ✓ | Director Limitations on Number of Boards. A director who is currently serving as a chief executive officer of a public company, including our Chief Executive Officer, is not permitted to serve on more than two outside public company boards. No other director is permitted to serve on more than five outside public company boards. | ✓ | Robust Stock Ownership Guidelines. We have robust stock ownership guidelines for our non-management directors (five times the base annual retainer) and executive officers (five times base salary for our Chief Executive Officer; three times base salary for all other executive officers). |
| ✓ | Regular Executive Sessions. Our independent directors meet privately on a regular basis. Our independent lead director presides at such meetings. | ✓ | Regular Board Evaluation. The Nominating and Corporate Governance Committee sponsors an annual self-assessment of the Board’s performance as well as the performance of each committee of the Board. |
| ✓ | Stockholder Engagement. We engage in active discussions with our stockholders on a variety of topics throughout the year to ensure that we are addressing their concerns. | ✓ | Annual Elections. Our Board is not classified and, therefore, we conduct annual elections for all directors who serve on our Board. |
| 4 | | 2025 Proxy Statement |
PROXY STATEMENT SUMMARY
2024 Business Highlights(1)
| (a) | Includes loans acquired for PennyMac Mortgage Investment Trust |
|---|
| (b) | Includes loans subserviced for PennyMac Mortgage Investment Trust |
|---|
| (c) | Production revenues and expenses are presented net of loan origination expenses |
|---|
| (d) | Servicing segment operating revenues include loan servicing fees, earnings on custodial balances and deposits and other income, realization of MSR cash flows and EBO-related revenue |
|---|
| (1) | For complete information regarding our Fiscal 2024 performance, stockholders should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and accompanying notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission, or the SEC, on February 19, 2025 and is being made available to stockholders with this Proxy Statement as a part of our 2024 Annual Report to Stockholders. |
| (2) | Assumes $100 invested in PennyMac Financial Services, Inc. common stock and other stock market indices. The graph above displays certain information comparing the cumulative total return on our common stock to the cumulative total return of the Russell 2000 Index and the Dow Jones US Mortgage Finance Total Return Index. The comparison period is from December 31, 2021 to December 31, 2024, and the calculation assumes reinvestment of any dividends. |
| | 2025 Proxy Statement | 5 |
|---|
CORPORATE GOVERNANCE
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.