DEF 14A of PennyMac Financial Services, Inc., Apr 19, 2024

DEF 14A of PennyMac Financial Services, Inc.

Filed Apr 19, 2024 · FY20230001193125-24-102954

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Director Nominees | Age | Director Since | Principal Occupation / Key Experience | Committee Membership | | David A. Spector | 61 | 2012 | Chairman and Chief Executive Officer of PennyMac Financial Services, Inc. | None | | Doug Jones | 67 | 2023 | Director, President and Chief Mortgage Banking Officer of PennyMac Financial Services, Inc. | None | | James K. Hunt | 72 | 2013 | Former Managing Partner and CEO, Middle Market Credit at Kayne Anderson Capital Advisors LLC | Nominating & Corp. Gov. Compensation | | Jonathon S. Jacobson | 62 | 2021 | Assistant Head Coach and Senior Advisor, UNC Charlotte Football, Non-Executive Chair, HighSage Ventures, LLC and Founder, Highfields Capital Management, LP | Nominating & Corp. Gov. Finance |

  3. Director Nominees

    | | 2024 Proxy Statement | 1 |

  4. Director Nominees

    | Director Nominees | Age | Director Since | Principal Occupation / Key Experience | Committee Membership | | Patrick Kinsella † | 70 | 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 | 71 | 2012 | Retired Managing Director and General Counsel of Highfields Capital Management L.P. | Nominating & Corp. Gov. Related Party Matters | | Anne D. McCallion | 69 | 2018 | Former Senior Managing Director and Chief Enterprise Operations Officer of PennyMac Financial Services, Inc. | Finance Risk | | Farhad Nanji | 45 | 2012 | Co-Founder of MFN Partners Management, L.P. | Compensation | | Jeffrey A. Perlowitz* | 67 | 2019 | Retired Managing Director and Co-Head of Global Securitized Markets of Citigroup and/or its Predecessors | Compensation Finance Risk | | Lisa M. Shalett | 57 | 2020 | Former Goldman Sachs Partner and Former Managing Partner of Brookfield Asset Management | Audit Nominating & Corp. Gov. | | Theodore W. Tozer | 67 | 2017 | Non-resident fellow at the Urban Institute and Former President of Government National Mortgage Association | Audit Related Party Matters Risk | | Emily Youssouf | 72 | 2013 | Clinical Professor at NYU Schack Institute of Real Estate | Audit Finance |

  5. Director Nominees

    † 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.

  6. Director Nominees

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  7. Director Nominees

    | 2 | | 2024 Proxy Statement |

  8. PROPOSAL I – ELECTION OF DIRECTORS

    PROPOSAL I – ELECTION OF DIRECTORS We have twelve directors. The Board has nominated David A. Spector, James K. Hunt, Jonathon S. Jacobson, Doug Jones, Patrick Kinsella, Joseph Mazzella, Anne D. McCallion, Farhad Nanji, Jeffrey A. Perlowitz, Lisa M. Shalett, Theodore W. Tozer and Emily Youssouf for election as directors, and each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If our director nominees are elected at this year’s Annual Meeting, they will serve until our 2025 annual meeting of stockholders and until their successors have been duly elected and qualified.

  9. Majority Voting Standard in an Uncontested Election of Directors

    Majority Voting Standard in an Uncontested Election of Directors Because this is considered an uncontested election under our Amended and Restated Bylaws, a nominee for director is elected to the Board if he or she receives a majority of the votes cast for his or her election, meaning the number of shares voted “FOR” such nominee’s election exceeds the number of shares voted “AGAINST” such nominee’s election. Abstentions and broker non-votes will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent nominee for director receives a greater number of votes against his or her election than votes for such election, such director shall tender his or her resignation as provided in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee of the Board will then act on an expedited basis to determine whether to accept the director’s tendered resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee and the Board will consider any factors they deem relevant. After the Board’s determination, we will promptly publicly disclose in a document filed or furnished with the SEC the Board’s decision regarding the action to be taken with respect to such incumbent director’s resignation. If the Board’s decision is to not accept the resignation, such disclosure will include the reasons for not accepting the resignation. If the director’s resignation is accepted, then the Board may fill the resulting vacancy in accordance with our bylaws. For additional information on voting, see the section of this Proxy Statement titled “Information Concerning Voting and Solicitation” including the section therein titled “—What stockholder approvals are required to approve the proposals?” OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR DAVID A. SPECTOR, JAMES K. HUNT, JONATHON S. JACOBSON, DOUG JONES, PATRICK KINSELLA, JOSEPH MAZZELLA, ANNE D. MCCALLION, FARHAD NANJI, JEFFREY A. PERLOWITZ, LISA M. SHALETT, THEODORE W. TOZER AND EMILY YOUSSOUF AS DIRECTORS TO SERVE UNTIL OUR 2025 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED. The following paragraphs provide the name and age of each director, as well as each director’s business experience over the last five years or more. Immediately following the description of each director’s business experience is a description of the particular experience, skills and qualifications that were instrumental in the Nominating and Corporate Governance Committee’s determination that the director should serve on our Board.

  10. Majority Voting Standard in an Uncontested Election of Directors

    | Name | Age | Position | | David A. Spector | 61 | Chairman | | James K. Hunt | 72 | Director | | Jonathon S. Jacobson | 62 | Director | | Doug Jones | 67 | Director | | Patrick Kinsella | 70 | Director | | Joseph Mazzella | 71 | Director | | Anne D. McCallion | 69 | Director | | Farhad Nanji | 45 | Director | | Jeffrey A. Perlowitz | 67 | Independent Lead Director | | Lisa M. Shalett | 57 | Director | | Theodore W. Tozer | 67 | Director | | Emily Youssouf | 72 | Director |

  11. Majority Voting Standard in an Uncontested Election of Directors

    | 20 | | 2024 Proxy Statement |

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | DAVID A. SPECTOR | Mr. Spector has been a member of our Board since December 2012 and has been our Chairman and Chief Executive Officer since February 2021 and, prior thereto, as our President and Chief Executive Officer since January 2017. He served as our executive managing director, president and chief operating officer from February 2016 through December 2016 and, prior thereto, as president and chief operating officer from February 2013 to February 2016. Mr. Spector has also served in a variety of similar executive positions at PNMAC since its founding in January 2008. In addition, Mr. Spector has been a member of the board of PMT since its formation in May 2009 and has served as its chairman since February 2021. Prior to joining PNMAC, Mr. Spector was co-head of global residential mortgages for Morgan Stanley, a global financial services firm, based in London. Before joining Morgan Stanley in September 2006, Mr. Spector was the senior managing director, secondary marketing, at Countrywide, where he was employed from May 1990 to August 2006. Mr. Spector holds a B.A. from the University of California, Los Angeles. We believe Mr. Spector is qualified to serve on our Board because of his experience as a member of our executive management team and as an experienced executive with broad mortgage banking expertise in portfolio investments, interest rate and credit risk management, and capital markets activity that includes pricing, trading and hedging. | | | | | Board Member Since: 2012 Age: 61 | |

  14. Director Nominees

    | JAMES K. HUNT | Mr. Hunt has been a member of our Board since April 2013 and served as our independent lead director from April 2014 until February 2021. Mr. Hunt is currently retired. From November 2015 until his retirement in August 2016, Mr. Hunt served as the managing partner and Chief Executive Officer, middle market credit at Kayne Anderson Capital Advisors LLC, a leading alternative investment firm in the areas of energy, real estate, credit and specialty growth capital. From August 2014 to November 2015, Mr. Hunt served as non-executive chairman of the board of THL Credit, Inc., an externally-managed, non-diversified closed-end investment company. Mr. Hunt served as chief executive officer and chief investment officer of THL Credit, Inc. and of THL Credit Advisors, a registered investment advisor that provides administrative services to THL Credit, Inc., from April 2010 to July 2014 and, prior thereto, held similar executive positions with predecessor entities since May 2007. Previously, Mr. Hunt was chief executive officer and managing partner of Bison Capital Asset Management, LLC, a private equity firm, from 2001 to 2007. Prior to co-founding Bison Capital, Mr. Hunt was the president of SunAmerica Corporate Finance and executive vice president of SunAmerica Investments (subsequently, AIG SunAmerica). Mr. Hunt currently serves on the board of the Hunt Companies, Inc. as Non-Executive Chairman, on the board of Aspida Holdings/Aspida RE where he chairs its investment committee and on the board of Cartiga, LLC. Mr. Hunt formerly served on the boards of THL Credit, Inc., THL Credit Advisors, Primus Guaranty, Ltd., Fidelity National Information Services, Inc., Lender Processing Services, Inc. and Hunt Companies Acquisition Corp. I. Mr. Hunt received a B.B.A. from the University of Texas at El Paso and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Hunt is qualified to serve on our Board because of his experience in capital markets and in managing financial services companies. | | | | | Board Member Since: 2013 Age: 72 Independent Director | | | Committees: • Compensation • Nominating and Corporate Governance | |

  15. Director Nominees

    | | 2024 Proxy Statement | 21 |

  16. Director Nominees

    | JONATHON S. JACOBSON | Mr. Jacobson has been a member of our Board since February 2021. Mr. Jacobson is currently the Assistant Head Coach of and Senior Advisor to UNC Charlotte Football and the Founder and non-executive Chairman of HighSage Ventures, a private investment firm formed in 2019 to exclusively manage his family’s assets and those of the One8 Foundation. Mr. Jacobson was the Co-Founder, Chief Investment Officer and Chief Executive Officer of Highfields Capital Management from 1998 until 2021, when it returned all remaining capital to investors. Prior to founding Highfields, he was a senior portfolio manager at Harvard Management Company. Mr. Jacobson serves on the Lone Pine Capital Advisory Board and the Novo Capital Investors International Advisory Committee and is a co-trustee of the One8 Foundation. He is a Lifetime Trustee of the Gilman School in Baltimore, Maryland, where he serves on the Investment Committee. Mr. Jacobson is a former director of iHeartMedia and iHeartCommunications. He is a past Vice Chairman of the Board of Trustees of Brandeis University and formerly chaired the International Board of Trustees of Israel’s Institute for National Security Studies. He also formerly served on the Investment Committee of the Weizmann Global Endowment Management Trust and the Board of Dean’s Advisors at Harvard Business School. Mr. Jacobson received an M.B.A. from Harvard Business School and a B.S. in Economics from the University of Pennsylvania. We believe Mr. Jacobson is qualified to serve on our Board because of his expertise in investing and financial services businesses as well as his prior public company board experience. | | | | | Board Member Since: 2021 Age: 62 Independent Director | | | Committees: • Finance • Nominating and Corporate Governance | |

  17. Director Nominees

    | DOUG JONES | Mr. Jones has been a member of our Board since March 2023 and has been our President and Chief Mortgage Banking Officer since March 2021. Prior thereto, he served as the Company’s Senior Managing Director and Chief Mortgage Banking Officer as well as in a number of other key executive positions since 2011. Mr. Jones also serves as Trustee, President and Chief Mortgage Banking Officer of PMT. Mr. Jones is responsible for all business activities relating to mortgage banking operations. Prior to joining PFSI and its affiliates, Mr. Jones worked in several executive positions, including senior vice president, mortgage banking at Countrywide (and Bank of America Corporation, as its successor) from 1997 until 2011, where he was responsible for managing and overseeing mortgage banking and correspondent and warehouse lending operations among other roles. Mr. Jones earned a B.A. in economics from California State University, Sacramento. We believe Mr. Jones is qualified to serve on our Board because he is an experienced mortgage banking executive with significant experience in the correspondent production and warehouse lending businesses. | | | | | Board Member Since: 2023 Age: 67 | |

  18. Director Nominees

    | PATRICK KINSELLA | Mr. Kinsella has been a member of our Board since July 2014. Prior to his retirement as a senior audit partner with KPMG LLP, or KPMG, in May 2013, Mr. Kinsella spent over 35 years at KPMG serving clients generally concentrated in the financial services sector, including banks, thrifts, mortgage companies, automotive finance companies, alternative investment companies and real estate companies. Mr. Kinsella served as an adjunct professor at the USC Marshall School of Business from August 2011 to May 2020, and previously Mr. Kinsella served on the board of directors of Wrap Technologies, Inc. Mr. Kinsella received a B.S. from California State University, Northridge and is a licensed certified public accountant in the State of California. We believe Mr. Kinsella is qualified to serve on our Board because of his extensive experience in providing professional accounting and auditing services to the financial services industry. | | | | | Board Member Since: 2014 Age: 70 Independent Director | | | Committees: • Audit (Chair) • Related Party Matters • Risk | |

  19. Director Nominees

    | 22 | | 2024 Proxy Statement |

  20. Director Nominees

    | JOSEPH MAZZELLA | Mr. Mazzella has been a member of our Board since our formation in December 2012. Mr. Mazzella retired in March 2017 after serving as the managing director and the general counsel of Highfields, which he joined in 2002. Prior to joining Highfields, Mr. Mazzella was a partner at the law firm of Nutter, McClennen & Fish, L.L.P., in Boston, Massachusetts. Prior to private practice, he was an attorney at the Securities and Exchange Commission from 1978 to 1980, and previously served as a law clerk in the Superior Court of the District of Columbia. Mr. Mazzella has served on multiple public company boards of directors, including Alliant Techsystems, Inc. and Data Transmission Networks Corporation, and he served as chairman of the board of Insurance Auto Auctions, Inc. Mr. Mazzella received a B.A. from City College of New York and a J.D. from Rutgers University School of Law. We believe Mr. Mazzella is qualified to serve on our Board because of his broad experience and strong business and legal backgrounds in the financial services industry. | | | | | Board Member Since: 2012 Age: 71 Independent Director | | | Committees: • Nominating and Corporate Governance • Related Party Matters (Chair) | |

  21. Director Nominees

    | ANNE D. MCCALLION | Ms. McCallion has been a member of our Board since February 2018. Ms. McCallion served as our Senior Managing Director and Chief Enterprise Operations Officer from January 2017 until her retirement in June 2019. Prior thereto, she served as our senior managing director and chief financial officer from February 2016 through December 2016 and as our chief financial officer from January 2013 to February 2016. Ms. McCallion also served in a variety of similar executive positions at PNMAC from 2009 onward until her retirement. Ms. McCallion served as senior managing director and chief enterprise operations officer of PMT from January 2017 until her retirement in June 2019, and prior thereto, she served as its chief financial officer from its formation in 2009 through December 2016. Prior to joining PFSI and its affiliates, Ms. McCallion was employed in several executive positions, including senior managing director, finance, at Countrywide (and Bank of America Corporation, as its successor) from 1991 until 2008. She also was a member of the technical staff at the Financial Accounting Standards Board and served as a director at Pacific Mercantile Bancorp and Pacific Mercantile Bank. Ms. McCallion holds a B.S. degree from Gannon University and an M.B.A. degree from Ashland University. She is also a Certified Public Accountant (inactive). We believe Ms. McCallion is qualified to serve on our Board because of her prior experience as a seasoned executive with significant financial expertise and considerable knowledge in the financial and operational aspects of the mortgage banking business. | | | | | Board Member Since: 2018 Age: 69 Independent Director | | | Committees: • Finance (Chair) • Risk | |

  22. Director Nominees

    | FARHAD NANJI | Mr. Nanji has been a member of our Board since our formation in December 2012. In December 2016, Mr. Nanji co-founded MFN Partners Management, L.P., a value-oriented investment management firm based in Boston, Massachusetts. Prior thereto, until December 2015, Mr. Nanji served as a managing director of Highfields Capital. Mr. Nanji received an MBA from Harvard Business School and a B.Com. from McGill University. We believe Mr. Nanji is qualified to serve on our Board because of his expertise in the mortgage and financial services businesses. | | | | | Board Member Since: 2012 Age: 45 Independent Director | | | Committees: • Compensation (Chair) | |

  23. Director Nominees

    | | 2024 Proxy Statement | 23 |

  24. Director Nominees

    | JEFFREY A. PERLOWITZ | Mr. Perlowitz has been a member of our Board since February 2019 and our independent lead director since February 2021. He is currently retired. From 1998 until his retirement in 2016, Mr. Perlowitz served as managing director and co-head of global securitized markets at Citigroup and predecessor entities, where he was responsible for sales and trading of residential mortgage loans, commercial mortgages and consumer products. Mr. Perlowitz also currently serves as a director at the CION Ares Diversified Credit Fund. Mr. Perlowitz holds a B.S. in economics and accounting from The State University of New York at Albany. We believe Mr. Perlowitz is qualified to serve on our Board because of his extensive mortgage finance background and expertise in the securitization of residential mortgage loans. | | | | | Board Member Since: 2019 Age: 67 Independent Lead Director | | | Committees: • Compensation • Finance • Risk | |

  25. Director Nominees

    | LISA M. SHALETT | Ms. Shalett has been a member of our Board since October 2020. Ms. Shalett is a former Goldman Sachs Partner and former Managing Partner at Brookfield Asset Management. Over her 20 years at Goldman Sachs, she held leadership roles in Equities, Global Compliance, Legal and Internal Audit, and Brand Marketing and Digital Strategy. At Brookfield, she was the firm’s first Head of Strategic Innovation. Currently, Ms. Shalett advises growth companies, serves on the boards of MPower Partners and FTAC Emerald Acquisition Corp., and is the cofounder of Extraordinary Women on Boards, a community of women board directors focused on board excellence. Ms. Shalett served on the boards of Brookfield Property Partners from 2015 to 2018, Bully Pulpit Interactive from 2017 to 2022 and AccuWeather from 2019 to 2023. She holds a Masters of Business Administration from Harvard Business School and a B.A., summa cum laude, in East Asian Studies from Harvard University. We believe Ms. Shalett is qualified to serve on our Board because of her broad experience in finance, compliance, marketing and strategy in the financial services industry. | | | | | Board Member Since: 2020 Age: 57 Independent Director | | | Committees: • Audit • Nominating and Corporate Governance (Chair) | |

  26. Director Nominees

    | 24 | | 2024 Proxy Statement |

  27. Director Nominees

    | THEODORE W. TOZER | Mr. Tozer has been a member of our Board since August 2017. Mr. Tozer currently serves as a non-resident fellow at the Urban Institute where he works on housing issues. Prior thereto, Mr. Tozer served as the president of the Government National Mortgage Association, or Ginnie Mae, from February 2010 to January 2017 as well as a senior fellow at the Milken Institute’s Center for Financial Markets from June 2017 until January 2022. Before joining Ginnie Mae, Mr. Tozer served as senior vice president of capital markets at National City Mortgage Company. He also has served as a charter member of the National Lender Advisory Boards of both Fannie Mae and Freddie Mac, chairman of the Capital Markets Committee of the Mortgage Bankers Association of America (MBA), and as a member of the Residential Board of Governors of the MBA. Mr. Tozer received a B.S. degree in Accounting and Finance from Indiana University in 1979, and is a Certified Public Accountant (inactive) and a Certified Management Accountant. We believe Mr. Tozer is qualified to serve on our Board because of his numerous years of experience in the mortgage and financial services businesses and his deep understanding of mortgage banking and agency relations. | | | | | Board Member Since: 2017 Age: 67 Independent Director | | | Committees: • Audit • Related Party Matters • Risk (Chair) | |

  28. Director Nominees

    | EMILY YOUSSOUF | Ms. Youssouf has been a member of our Board since November 2013. Ms. Youssouf has served as a clinical professor at the NYU Schack Institute of Real Estate since 2009. Ms. Youssouf served as vice chair of the New York City Housing Development Corporation from 2011 to 2013 and as a member of its board from 2013 to 2014. Previously, she served as an independent consultant from 2008 to 2011, during which time her clients included Rockefeller Foundation, Washington Square Partners and various real estate investors. Prior thereto, she was a managing director with JPMorgan Securities, Inc., a broker-dealer, from 2007 to 2008, and the president of the NYC Housing Development Corporation from 2003 to 2007. Ms. Youssouf has also held various senior positions at Natlis Settlements, LLC, Credit Suisse First Boston, Daiwa Securities America, Prudential Securities, Merrill Lynch and Standard & Poor’s. Ms. Youssouf currently serves as a board member of numerous organizations, including the Unified JP Morgan Funds where she is a board member of the ETF and the Fixed Income Committees and the NYS Job Development Authority. Ms. Youssouf is a graduate of Wagner College and holds an M.A. in Urban Affairs and Policy Analysis from The New School for Social Research. We believe Ms. Youssouf is qualified to serve on our Board because of her numerous years of experience in the investment banking, finance and real estate industries and deep understanding of the housing market. | | | | | Board Member Since: 2013 Age: 72 Independent Director | | | Committees: • Audit • Finance | |

  29. Director Nominees

    | | 2024 Proxy Statement | 25 |

  30. Non-Management Director Compensation

    Non-Management Director Compensation The compensation program for our non-management directors is intended to be competitive and fair so that we can attract the best talent to our Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have stock ownership guidelines to align our directors’ interests with our stockholders’ interests and to motivate our directors to focus on our long-term growth and success. Mr. Spector, our Chairman and Chief Executive Officer, and Mr. Jones, our President and Chief Mortgage Banking Officer, are not paid any fees for serving on our Board or for attending Board meetings. The Compensation Committee reviews and recommends to our Board the form and level of director compensation and seeks outside advice from our independent compensation consultant, Pearl Meyer, on market practices when changes are contemplated. Director compensation was reviewed in Fiscal 2023 by our independent compensation consultant relative to peer companies and selected companies within the S&P 500 and Russell 3000 indexes and, in connection with such review, our independent compensation consultant recommended that an increase in compensation was warranted based on market studies. Accordingly, and in order to continue to recruit qualified director candidates, the Compensation Committee determined to increase the base annual retainer by $12,500 and the equity retainer component by $12,500 as of September 8, 2023. The following table summarizes the annual cash retainer fees of our non-management directors as of the end of Fiscal 2023:

  31. Non-Management Director Compensation

    | Base Annual Retainer, all non-management directors | $92,500 | | Additional Base Annual Retainer, independent lead director | $30,000 | | Base Annual Retainer, all non-management committee members: | | | Audit Committee | $10,000 | | Compensation Committee | $7,750 | | Finance Committee | $7,750 | | Nominating and Corporate Governance Committee | $7,750 | | Related Party Matters Committee | $7,750 | | Risk Committee | $10,000 | | Additional Annual Retainer, all committee chairs: | | | Audit Committee | $12,000 | | Compensation Committee | $10,750 | | Finance Committee | $10,750 | | Nominating and Corporate Governance Committee | $10,750 | | Related Party Matters Committee | $10,750 | | Risk Committee | $12,000 |

  32. Non-Management Director Compensation

    Our non-management directors are also eligible to receive certain types of equity-based awards under our Equity Plans that vest on the first anniversary of the grant date. The non-management director annual RSU grant in Fiscal 2023 was $145,000. Grants to newly elected or appointed non-management directors are prorated for the remaining portion of the annual equity award cycle. During Fiscal 2023, each of Messrs. Hunt, Jacobson, Kinsella, Mazzella, Nanji, Perlowitz, and Tozer and Mmes. McCallion, Shalett and Youssouf received a grant of 2,387 time-based restricted stock units, or RSUs, for their annual grant, in each case with a grant date fair value of $145,000. The non-management director annual RSU grant for Fiscal 2024 will be $157,500. All members of our Board will also be reimbursed for their reasonable out of pocket costs and expenses in attending all meetings of our Board and its committees and certain other Company-related functions. Policy Regarding Receipt of Shares in Lieu of Cash Director Fees. During 2014, the Board adopted a policy whereby non-management director fees may be paid in cash or fully vested shares of common stock at the election of each non-management director. The number of shares of common stock delivered in lieu of any cash payment of director fees shall be equivalent in value to the amount of forgone director fees divided by the market value (as defined in our Equity Plans) of the common stock on the last market trading day preceding the day on which the director fees otherwise would have been paid in cash to the non-management director, rounded down to the nearest whole share. Change of Control. Upon a change of control (as defined in our Equity Plans), all outstanding equity awards granted to non-management directors will be assumed, or substantially equivalent rights will be substituted, or the awards otherwise will be continued in a manner satisfactory to the Compensation Committee, by the acquiring or succeeding entity or its affiliate.

  33. Non-Management Director Compensation

    | 26 | | 2024 Proxy Statement |

  34. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the compensation earned by each non-management director who served on our Board for Fiscal 2023.

  35. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(2)(3) | Total ($) | | James K. Hunt | 104,220 | 145,000 | 249,220 | | Jonathon S. Jacobson | 99,406 | 145,000 | 244,406 | | Patrick Kinsella | 123,656 | 145,000 | 268,656 | | Joseph Mazzella | 110,156 | 145,000 | 255,156 | | Anne D. McCallion | 107,592 | 145,000 | 252,592 | | Farhad Nanji | 102,406 | 145,000 | 247,406 | | Jeffrey A. Perlowitz | 139,406 | 145,000 | 284,406 | | Lisa M. Shalett | 107,592 | 145,000 | 252,592 | | Theodore W. Tozer | 123,656 | 145,000 | 268,656 | | Emily Youssouf | 106,470 | 145,000 | 251,470 |

  36. 2023 Director Compensation Table

    | (1) Mr. Spector, our Chairman and Chief Executive Officer, and Mr. Jones, our President and Chief Mortgage Banking Officer, are not included in this table as they are executive officers of our Company and do not receive any additional compensation for their board services. The compensation that was paid to, or earned by, Messrs. Spector and Jones in Fiscal 2023 is discussed below under “Compensation Discussion and Analysis” and “2023 Summary Compensation Table.” |

  37. 2023 Director Compensation Table

    | (2) Reflects fees earned by the director in Fiscal 2023, whether or not paid in such year. During all or part of Fiscal 2023, each of Messrs. Mazzella and Nanji elected to receive their respective director fees, in the amount of $110,156 and $102,406 in fully vested shares of common stock in lieu of cash. |

  38. 2023 Director Compensation Table

    | (3) Reflects the grant date fair value, as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718, of RSUs granted to Messrs. Hunt, Jacobson, Kinsella, Mazzella, Nanji, Perlowitz, Tozer and Mmes. McCallion, Shalett and Youssouf on February 24, 2023. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For more information on the assumptions used in our estimates of value, please refer to Note 20—Stockholders’ Equity in our Annual Report on Form 10-K filed on February 21, 2024. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the RSUs. As of December 31, 2023, each of our non-management directors held an aggregate number of RSUs in the following amounts: Messrs. Hunt, Jacobson, Kinsella, Mazzella, Nanji, Perlowitz, Tozer and Mmes. McCallion, Shalett and Youssouf – 2,387. |

  39. Compensation Discussion and Analysis

    | 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 |

  40. Executive Summary of 2023 Compensation

    | • Our annual performance-based incentives objectively link potential payouts with pre-established return on equity goals (70% of target incentive) with the remaining opportunity tied to strategic goals and objectives (30% of target incentive) without any non-GAAP adjustments. • Fiscal 2023 compensation for our CEO and other named executive officers continuing from last year was down 25% and 22%, respectively, compared to Fiscal 2022 compensation primarily due to our annual performance-based incentives not achieving GAAP ROE targets as a result of a smaller mortgage loan origination market due to higher interest rates and a nonrecurring pretax legal accrual of $158.4 million, without any non-GAAP adjustments. • We enhanced the strategic component disclosure of our annual performance-based incentive. • The Compensation Committee conducted a comprehensive review of its usage of ROE in its annual performance-based incentives and the performance-based RSUs and determined that it was in the long-term interest of its stockholders to continue using ROE in both its short-term and long-term awards. |

  41. Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | | ✔ | Heavy bias toward performance-based equity: Our Board seeks to ensure that our long-term equity incentive awards are significantly weighted toward performance-based equity awards. | ✗ | No minimum level of total compensation: We do not provide for guaranteed minimum levels of annual performance-based incentives or long-term equity awards in our employment agreements. | | ✔ | Multiple financial performance metrics: Our annual performance-based incentive and long-term equity incentive plans include investor-supported financial performance metrics such as return on equity and leverage ratio based on total recourse debt. | ✗ | No automatic salary increases: Our named executive officers are not entitled to automatic base salary increases and none of the employment agreements with our named executive officers contain such provisions. | | ✔ | Clawback policy: Our Board maintains clawback policies regarding the recoupment of incentive compensation that apply to all of our Section 16 officers and any other officer whose title is Senior Managing Director. | ✗ | No “single trigger” payments: We do not provide for single trigger equity vesting upon a Change in Control, if assumed. We also do not provide for excise tax gross-ups upon a Change in Control. | | ✔ | Balanced risk-taking approach to our compensation program: Our compensation program is designed to discourage excessive risk taking and encourage long-term decision making in alignment with the interests of our stockholders. We consult with our independent compensation consultant in this regard. | ✗ | No hedging, pledging, short sales, or margin trading: We restrict our officers, employees and directors from engaging in hedging, pledging, short sales, trading in publicly traded put or call options or trading on margin involving our securities. | | ✔ | Robust stock ownership guidelines: We impose robust stock ownership guidelines on our directors and executive officers to ensure that their interests are aligned with those of our stockholders. | ✗ | No gross-ups for perks: We do not provide excise tax gross-ups of perquisites for our executive officers. | | ✔ | Stockholder engagement: We value the perspectives of our stockholders and interact with stockholders through a variety of engagement activities. | ✗ | No re-pricing: Our equity incentive plan prohibits the re-pricing of stock options and stock appreciation rights without stockholder approval. | | ✔ | Consideration of stockholder feedback: We engage in careful consideration of stockholder feedback regarding compensation. | ✗ | No speculative or short-term trading: We prohibit our officers, employees and directors from engaging in speculative and short-term trading of our securities. | | ✔ | Comprehensive review of peer group: On an annual basis, we engage in a comprehensive review to assess and identify a relevant peer group of companies in our or a related industry. | ✗ | No supplemental executive retirement plans: We do not maintain any supplemental executive retirement plans for named executive officers. | | ✔ | Independent compensation consultant: We utilize the services of Pearl Meyer, which is engaged directly by the Compensation Committee as an outside independent compensation consultant to advise on executive compensation matters. | ✗ | No excessive perks: Our perquisites are limited to those with a clear business-related rationale. |

  42. 2023 Pay Elements

    | Pay Elements | Type | Performance Measures | Objective | | Base Salary | Cash | N/A | Attract and retain talented executives by offering market competitive salaries based on individual performance, level of responsibility, experience, internal equity and reasonable pay levels | | Annual Performance-Based Incentives | 100% At-risk Cash | 70% Financial Measure: ROE 30% Strategic Objectives* | Aligns compensation with annual performance Short-term incentives for achieving financial and strategic objectives | | Long-Term Incentives | 50% Performance-Based Restricted Stock Units 3-year cliff vest | 100% Financial Measure: ROE +Leverage Ratio Modifier +Individual Effectiveness Modifier | Creates incentives for long-term performance for delivering growth and creating stockholder value Aligns our executives’ long-term interest with those of our stockholders | | | 25% Time-Based Restricted Stock Units 3-year ratable vest annually | Stock Price | | | | 25% Stock Options 3-year ratable vest annually | Stock Price | |

  43. What We Heard From Stakeholders

    | | What We Heard from Stakeholders | Our Response | | Annual Performance-Based Incentives | Annual performance-based incentives should continue to be based on multiple objective performance criteria. | Our Fiscal 2023 annual performance-based incentives continued to objectively link potential payouts with pre-established return on equity goals without any GAAP adjustments (70% of target incentive) with the remaining opportunity tied to strategic objectives (30% of target incentive). Total compensation for the CEO and other named executive officers (who were named executive officers in both 2023 and 2022) were down 25% and 22%, respectively, compared to Fiscal 2022 compensation primarily due to our annual performance-based incentives not achieving GAAP ROE targets as a result of a smaller loan origination market due to higher interest rates and a nonrecurring pretax legal accrual of $158.4 million, without any non-GAAP adjustments. | | Increase the Equity Percentage of Total Compensation | Equity incentives should be a significant percentage of each named executive officer’s total compensation. | Equity as a percentage of total compensation was 63% for our CEO and 57% for our other named executive officers (who were named executive officers in both 2023 and 2022) in Fiscal 2023, as compared to 48% and 40% in Fiscal 2022 as a result of lower annual performance-based incentives. | | Short-term and long-term performance incentive metrics | The annual performance-based incentive and the performance-based RSUs should consider alternative performance measures to ROE. | The Compensation Committee conducted a comprehensive review of ROE usage in our annual performance-based incentives and the performance-based RSUs, concluding that it was in the long-term interest of our stockholders to continue using ROE in both our short-term and long-term incentive awards. | | Performance Goal Setting | Performance goals and targets should be objectively aligned with stockholders to reward pay for performance. | The Fiscal 2023 performance-based return on equity, or ROE, target was set at a level exceeding the long-term historical performance of large public banks and financial companies and considered expected higher interest rates, lower mortgage loan production and uncertainty in the housing and mortgage markets. | | Annual Performance-Based Incentives Disclosures | Annual performance-based incentive disclosures for the individual strategic component should be expanded. | We enhanced the individual strategic component of the annual performance-based incentive to provide additional disclosure for Fiscal 2023. | | Incentive Compensation Clawback Policies | Maintain incentive compensation clawback policies to ensure the integrity of our financial statements. | We maintain clawback policies regarding the recoupment of incentive compensation that apply to our Section 16 officers as required by the SEC recent rule changes as well as other officers with the title of Senior Managing Director. |

  44. 2023 Annual Base Salaries

    2023 Annual Base Salaries In setting annual base salaries, the Compensation Committee generally considers benchmarking data derived from a review of the proxy statement disclosures of our peer group, and various survey sources. The Compensation Committee uses the data from these market surveys to ensure that it establishes reliable points of reference to determine whether and to what extent it is establishing competitive levels of compensation for our named executive officers. In connection with the annual compensation review in February 2023 and Mr. Chang’s promotion in March 2023, the Compensation Committee reviewed and approved the following annual base salaries of our named executive officers:

  45. 2023 Annual Base Salaries

    | • | The annual base salary for Mr. Chang ranked below the median of the annual base salaries paid for comparable positions at peer companies. Mr. Chang’s base salary increased to $400,000 after becoming our Senior Managing Director and Chief Capital Markets Officer. |

  46. 2023 Annual Performance-Based Incentives

    2023 Annual Performance-Based Incentives

  47. Fiscal 2023 Performance-Based Targets

    Each named executive officer’s target annual incentive was contingent on meeting the annual financial and strategic goals. The failure to meet the minimum ROE financial performance threshold would result in no ROE incentive payout, while exceeding the ROE financial performance target would result in incentive payouts over target, subject to a maximum payout cap of 300% for the financial performance component. The total maximum annual incentive payable in Fiscal 2023 was 255% of target assuming all goals were achieved at maximum.

  48. Fiscal 2023 Performance-Based Targets

    | Annual Incentive Objective | Annual Incentive Weighting% | At or Below Threshold | Between Threshold and Target | | Target Performance | Between Target And Maximum | Maximum | | ROE | 70% | ROE = ≤ 5% Payout = 0% | ROE = 7.5% Payout = 37.5% | ROE = 10% Payout = 75% | ROE = 15% Payout = 100% | ROE = 20% Payout = 200% | ROE = 30% Payout = 300% | | Strategic* | 30% | 0% | 37.5% | 75% | 100% | 125% | 150% | | Payout Percentage | 100% | 0% | 37.5% | 75% | 100% | 177.5% | 255% |

  49. Fiscal 2023 Performance-Based Targets

    | * Actual results could vary as the two goals are determined independently. Payout levels interpolated between defined performance levels. |

  50. Fiscal 2023 Performance-Based Actual Results

    | Performance Component | Performance Target | % of Targeted Award | Actual Performance | Actual Payout Percentage | | ROE | ROE = 15% Payout = 100% | 70% | 4% | 0% | | Strategic | 100% | 30% | See Strategic Performance Table | 150% | | Payout Percentage | 100% | 100% | | 45% |

  51. Fiscal 2023 Performance-Based Actual Results

    | Strategic Performance Targets | Fiscal 2023 Performance | | Financial Performance Stockholder Value | • Delivered stockholder value by delivering net income of $145 million, or $2.74 in diluted earnings per share • Paid $41 million in cash dividends and repurchased $71 million of common stock during 2023 • Grew book value per share to $70.52 in Fiscal 2023, up from $69.44 in Fiscal 2022 • Strengthened balance sheet and capital position by diversifying sources of mortgage service rights (“MSR”) financing, extending maturity profiles, reducing reliance on secured financing, enhancing liquidity, while adhering to leverage targets and mitigating the impact of higher interest rates on the cost of funds | | Balanced Business Model / Industry Leadership | • Produced nearly $100B in UPB of mortgage loans through our multi-channel production platform despite 2023 being one of the most challenging loan origination markets in history, with industry volumes down nearly 40% from 2022 and unit originations at their lowest levels in over a decade • Pretax income of $110M (including a nonrecurring pretax legal accrual of $158.4 million) from our Loan Servicing segment and pretax income of $69M from our Loan Production segment • #2 overall producer of residential mortgage loans in 2023 (#1 position achieved in 1Q23 and 4Q23) • Maintained the #1 position in the correspondent channel with market share of 22.2% in 2023, up from 15.0% in 2022 • Achieved the #3 position in the broker channel with market share of 3.6% in 2023, up from 2.0% in 2022 • Continued to grow our servicing portfolio to $607B in UPB, up 10% from the end of 2022 | | Technology Vision | • Advanced the organization’s technology infrastructure, specifically focusing on the evolution of systems that support both origination and servicing business operations and enhance efficiency, accuracy, and customer experience • Refined operational practices to reduce cloud expenses and align cost-effectiveness with improved service delivery | | Operational Efficiency | • Implemented various efficiency projects throughout the organization to attain specified expense targets, as evidenced by a reduction in servicing operating expenses from 8.3 basis points in 2022 to 7.2 basis points in 2023 • Managed expenses by strategically reducing headcount in identified functions • Increased the utilization of offshore resources in both mortgage operations and corporate functions to advance efficiency | | Products / Services | • Expanded home equity product offering through continued roll-out of closed-end second lien mortgages across production channels and additional states across the U.S. | | Customer-centric Focus | • Elevated customer focus across origination and servicing channels by enhancing self-service capabilities and providing customers with user-friendly, intuitive self-service tools that provide seamless and efficient solutions for their needs • Enhanced customer satisfaction through strategic initiatives aimed at delivering exceptional service experiences, as evidenced by above average net promoter scores • Strengthened communication channels and customer support to resolve customer service issues promptly | | Robust Mortgage Quality / Compliance Program | • Attained superior servicer quality and compliance ratings, surpassing industry standards according to established methodologies from rating agencies and mortgage investors • Improved the overall quality and compliance of mortgage activities through implementation of strategic initiatives to automate quality control testing | | Effective Enterprise Risk Management Framework | • Advanced enterprise initiatives to drive compliance with federal and state regulations, in addition to successfully navigating multiple regulatory examinations • Enhanced risk management capabilities by developing climate risk assessment that analyzes potential impacts of climate-related risks on the company’s operations • Strengthened counterparty monitoring practices and implemented strategies to mitigate potential losses | | Vibrant Organizational Culture | • Strengthened company culture by developing and communicating clear leadership standards that foster a positive and inclusive work environment • Developed and executed a comprehensive anniversary plan that includes employee engagement activities • Achieved ranking on Newsweek’s list of America’s Top 100 Most Loved Workplaces in 2023 | | | STRATEGIC PAYOUT PERCENTAGE FOR EACH NAMED EXECUTIVE OFFICER = 150% |

  52. Alternative Performance Measures Review

    Alternative Performance Measures Review The Compensation Committee also reviewed investors’ concerns about the potential risk of overemphasizing the use of ROE as the primary performance objective in its annual and long-term incentive awards, rather than selecting alternative performance objectives. Accordingly, the Compensation Committee considered several alternative performance measures including the following:

  53. Alternative Performance Measures Review

    | Performance Measures | Analysis | | Relative Performance Measures (Relative TSR or Relative ROE): | Relative performance measures such as relative TSR or relative ROE may be problematic since most peer business models were too dissimilar as compared to our unique business model. | | Book Value Per Share and Other Alternative Measures: | Book value per share growth measures may be problematic since performance may be considered too similar to ROE. |

  54. Alternative Performance Measures Review

    Upon the conclusion of its alternative performance measures review, the Compensation Committee recommended maintaining ROE as the primary performance objective for its annual and long-term incentive awards since ROE represents the best performance metric in the finance industry to measure executive compensation against our long-term performance.

  55. 2023 Long-Term Equity Awards

    2023 Long-Term Equity Awards For Fiscal 2023, the Compensation Committee sought to balance the long-term equity incentive percentage of each named executive officers’ total compensation with a mix of performance-based RSUs, time-based RSUs and stock options. In determining the equity awards granted in Fiscal 2023, the Compensation Committee considered, among other factors, the recommendations of management and various reports provided by our independent compensation consultant. The Compensation Committee also considered (i) the value of the proposed equity awards; (ii) the historical equity awards previously granted to each named executive officer and the corresponding values at the time of the consideration of the 2023 grants; (iii) the value of share grants to named executive officers providing comparable services at our industry and sector peers; (iv) the anticipated contribution by the named executive officer in future fiscal years, taking into account the role, responsibility and scope of each position and the Compensation Committee’s perception regarding the quality of the services provided by each named executive officer in carrying out those responsibilities; (v) our financial and operating performance in the past year and our perceived future prospects; (vi) the mix of equity awards to total compensation; and (vii) general market practices. The Compensation Committee considered these multiple factors in determining whether to increase or decrease the target amounts from the prior year’s equity award grants. There was no formulaic approach in the use of these various factors in determining the number of shares to award to each named executive officer. The share amounts were determined on a subjective basis, using the various factors, in the Compensation Committee’s sole discretion.

  56. 2023 Long-Term Equity Awards

    | 46 | | 2024 Proxy Statement |

  57. 2023 Long-Term Equity Target Mix

    2023 Long-Term Equity Target Mix The Compensation Committee provided long-term equity incentives for fiscal 2023 to the named executive officers through the following target value mix of performance-based restricted stock units, time-based restricted stock units and stock options:

  58. 2023 Long-Term Equity Target Mix

    | Long-Term Equity | Target Mix Percentage | | Performance-Based Restricted Stock Units | 50% | | Time-Based Restricted Stock Units | 25% | | Stock Options | 25% |

  59. 2023 Performance Metrics

    2023 Performance Metrics

  60. 2023 Performance Metrics

    | PSUs | Metric & Targets | Rationale | | Performance Metrics | • ROE • Leverage Ratio | • Aligns with stockholder feedback supporting the use of having multiple performance goals. • ROE measures a company’s profitability by representing how much profit a company generates in relation to the money equity holders have invested, including retained profits. • Leverage ratio is a measure of risk-taking utilized to achieve our ROE and is based on total recourse debt to equity; this additional measure ensures prudent risk-taking and capital discipline. | | Performance Period | Three year performance period | • Cumulative three year performance period provides a measure of long-term performance and achievement against long-term financial objectives. | | 2023 – 2025 Performance Period | • ROE = 15% • Leverage Ratio = 3.5x | • ROE Target – has a minimum threshold requirement before a payout is achieved. • ROE Target – was set higher than the 10 year trailing ROE of large public banks and financial institutions. • ROE Target – was set at 15%, consistent with the target in 2022 in order to maintain a consistent return objective through business cycles. • Leverage Ratio Target – based on a what we believe is a prudent level of debt for a non-bank financial companies and allows for increases in direct lending production and continued return of capital. |

  61. Performance Metrics Design Changes

    Performance Metrics Design Changes The performance-based RSU awards granted in February 2023 provide for the performance-based RSUs to obtain, upon the vesting of each RSU, a variable number of shares of our common stock. The number of shares received upon vesting of performance-based RSUs is determined based on the attainment of the performance goals, subject to conditions including continued employment throughout the performance period. In Fiscal 2023, the Compensation Committee decided to widen the threshold and maximum ROE goals and payout ranges to incentivize consistent performance by the named executive officers in a higher interest rate and uncertain inflationary and macroeconomic environment for housing and mortgage lenders. In addition, the Compensation Committee also sought to discourage higher leverage in the current interest rate environment, by decreasing the Leverage Ratio multiplier threshold payout range from 67% in Fiscal 2022 to 50% in Fiscal 2023. Accordingly, the vesting of the ROE performance metric granted in 2023 will be tied to the achievement of cumulative, annualized ROE metrics during the performance period, with 0% of the target amount earned if the initial threshold performance level is not met, 100% of the target amount earned if the target performance level is met and 200% of the target amount earned if the highest performance level is met. The payout that is determined based on the above ROE performance metric is then multiplied by a factor of 50% to 125% for named executive officers depending on the actual achievement of the leverage ratio target during the performance period, for a maximum award payable of 250% of target shares. In addition, the payout is further multiplied by a factor of 0% to 100% for each named executive officer based on an individual effectiveness rating ranging from unsatisfactory to on track.

  62. Performance Metrics Design Changes

    | | 2024 Proxy Statement | 47 |

  63. Performance Metrics Design Changes

    A summary of the performance measures and targets contained in the performance-based RSUs granted to our named executive officers during Fiscal 2023 is provided below and each of these awards is further described in the “2023 Grants of Plan-Based Awards” table:

  64. Performance Metrics Design Changes

    | Fiscal 2023 PSU Awards | | | | | | | | Performance-Based Restricted Stock Units | Performance Component | Threshold | Target | Maximum | % at Target | % at Maximum | | | ROE (1) | <5.0% - Cumulative Annualized ROE Payout = 0% | 15.0% - Cumulative Annualized ROE Payout = 100% | >=25.0% - Cumulative Annualized ROE Payout = 200% | 100% | 200% | | | Leverage Ratio (2) | >=5x Multiplier = 50% | 3.5x Multiplier = 100% | <=1x Multiplier = 125% | 100% (Multiplier) | 125% (Multiplier) | | | Individual Effectiveness (3) | Multiplier = 60% | Multiplier = 100% | Multiplier = 100% | 100% (Multiplier) | 100% (Multiplier) | | | | | | | 100% | 250% |

  65. Performance Metrics Design Changes

    | (1) ROE = Net Income ÷ Average Month-End Equity ÷ Years in Measurement Period (1/1/2023 – 12/31/2025). |

  66. Performance Metrics Design Changes

    | (2) Leverage Ratio is the average of the ratio at the end of each month of the performance measurement period of the amount of total recourse indebtedness outstanding to total equity. |

  67. Performance Metrics Design Changes

    | (3) Based on individual overall achievement of goals over the three-year performance period. |

  68. 2023 Time-Based Restricted Stock Units

    2023 Time-Based Restricted Stock Units In February 2023, our named executive officers were awarded time-based RSUs. These time-based RSUs, which vest in three equal installments beginning on the first anniversary of the grant date, are to be settled in an equal number of shares of common stock upon vesting subject to the recipient’s continued service through each anniversary (with certain exceptions as specified under the applicable award agreement or the provisions of our Equity Plans). The time-based RSUs are also reflected in the “2023 Grants of Plan Based Awards” table.

  69. 2023 Stock Option Awards

    2023 Stock Option Awards In February 2023, our named executive officers were awarded non-statutory stock options. The stock option award agreement provides for the award of stock options to purchase the optioned shares. In general, and except as otherwise provided by the Compensation Committee, one-third (1/3) of the optioned shares will vest on each of the first, second, and third anniversaries of the vesting commencement date, subject to the recipient’s continued service through each anniversary (with certain exceptions as specified under the award agreement or the provisions of our Equity Plans), and each stock option will have a term of ten years from the date of grant. The table below summarizes the grant date fair value of the long-term incentive equity awards awarded in Fiscal 2023.

  70. 2023 Stock Option Awards

    | Name | Grant Date Fair Value of Performance- Based PSUs | Number of Performance- Based PSUs | Grant Date Fair Value of Time-Based RSUs | Number of Time-Based RSUs | Grant Date Fair Value of Stock Options | Number of Stock Options | Total Grant Date Fair Value of Long-Term Equity Incentive Opportunity | | David A. Spector | $2,249,992 | 37,043 | $1,124,966 | 18,521 | $1,184,278 | 46,303 | $4,559,236 | | Doug Jones | $1,249,968 | 20,579 | $624,954 | 10,289 | $657,935 | 25,724 | $2,532,857 | | Daniel S. Perotti | $624,954 | 10,289 | $312,447 | 5,144 | $328,968 | 12,862 | $1,266,369 | | William Chang | $499,919 | 8,433 | $249,931 | 4,216 | $259,660 | 10,542 | $1,009,511 | | James Follette | $562,452 | 9,260 | $281,226 | 4,630 | $296,050 | 11,575 | $1,139,728 |

  71. 2023 Stock Option Awards

    For Messrs. Spector, Jones, Perotti, Chang and Follette, each of the performance-based and time-based RSUs has a grant date fair value of $60.74 per share, which is based on our closing stock price on the NYSE on February 24, 2023. The stock options granted on February 24, 2023 have an exercise price of $60.74 and a Black-Scholes value of $25.58 per share, respectively, at the date of grant. Mr. Chang also received a separate equity grant on March 19, 2023 after his promotion to Senior Managing Director and Chief Capital Markets Officer. The performance-based and time-based RSUs granted on March 19, 2023 had a grant date fair value of $56.75 per share, which is based on our closing stock price on the NYSE on March 19, 2023. The stock options granted on March 19, 2023 have an exercise price of $56.75 and a Black-Scholes value of $22.99 per share, respectively, at the date of grant.

  72. 2023 Stock Option Awards

    | 48 | | 2024 Proxy Statement |

  73. 2021 Performance-Based Restricted Share Unit – Actual Results

    2021 Performance-Based Restricted Share Unit – Actual Results The below table summarizes the target and actual results of performance-based RSUs granted to our named executive officers on February 25, 2021 for the performance period of January 1, 2021 through December 31, 2023. The payout of shares of common stock pursuant to the performance-based RSU was determined based on ROE and a Leverage Ratio Multiplier for the period as measured against the target performance goal set by the Compensation Committee when the performance-based RSU was granted in 2021. The payout percentage for the performance-based RSU was 114.3%.

  74. 2021 Performance-Based Restricted Share Unit – Actual Results

    | | | Fiscal 2021 PSU Awards | | | | | Performance- Based Restricted Stock Units | Performance Component | Performance Target | % of Targeted Award | Actual Performance | Actual Payout | | | ROE (1) | 15% - Cumulative Annualized ROE | 100% | 15.6% | 105.7% | | | Leverage Ratio (2) | 3.5x | 100% (Multiplier) | 2.7 | 108.1% (Multiplier) | | | Individual Effectiveness (3) | 4 - Exceeds Expectations | 100% (Multiplier) | 100% | 100% (Multiplier) | | | | | | | 114.3% |

  75. 2021 Performance-Based Restricted Share Unit – Actual Results

    | (1) ROE = Net Income ÷ Average Month End Equity ÷ Years in Measurement Period (January 1, 2021 through December 31, 2023). The payout scale for the ROE component was 0% to 150%. |

  76. 2021 Performance-Based Restricted Share Unit – Actual Results

    | (2) Leverage Ratio is the average of the ratio at the end of each month of the performance measurement period of the amount of total recourse indebtedness outstanding to total equity. The range of the multiplier was 67% to 125%. |

  77. 2021 Performance-Based Restricted Share Unit – Actual Results

    | (3) Based on individual overall achievement of goals over the three-year performance period. The range of the multiplier was 0% to 100%. |

  78. Annual Compensation Process

    | • | Reviewed the Company’s peer group for executive compensation purposes and provided recommendations for changes to such peer group; |

  79. Annual Compensation Process

    | • | Evaluated the competitive positioning of our named executive officers’ base salaries, annual performance-based incentive and long-term incentive compensation relative to our peer companies to support decision-making; |

  80. Annual Compensation Process

    | • | Advised on target award levels within the annual and long-term incentive program and, as needed, on actual compensation actions; |

  81. Annual Compensation Process

    | • | Conducted a review of the competitive market data (including base salary, annual performance-based incentive and long-term incentive targets) for our named executive officers; |

  82. Annual Compensation Process

    | • | Assessed our executive compensation peer group and recommended changes, as necessary; |

  83. Annual Compensation Process

    | • | Assessed compensation levels within our peer group for named executive officers and other executive officers as necessary; |

  84. Annual Compensation Process

    | • | Reviewed historical financial performance for peer group companies; |

  85. Annual Compensation Process

    | • | Consulted with our Compensation Committee regarding compensation strategy, internal communications related to equity compensation and compensation best practices; |

  86. Peer Group and Benchmarking

    Peer Group and Benchmarking The Use of Peer Group and Competitive Market Data. On an annual basis we engage in a comprehensive review of peer companies with our independent compensation consultant. To assist in decision-making regarding our compensation and benefits program, our management and the Compensation Committee review competitive market data from a “peer group” of publicly traded companies in specific industries in which we compete for executive talent, among other factors, to assist in decision-making regarding our compensation and benefits programs. The market data reviewed includes both peer proxy data and survey data of companies similar in industry, size, structure, scope and sophistication. Proxy data was gathered from proxy statements and other publicly filed documents.

  87. Peer Group and Benchmarking

    | 50 | | 2024 Proxy Statement |

  88. Peer Group and Benchmarking

    Since our peer group was initially established in 2013, we have undertaken comprehensive annual reviews of the appropriateness of such peer group. The Compensation Committee reviews other public companies similar in industry, size, structure, scope and sophistication. How We Establish our Peer Group. The Compensation Committee updated its peer group used for evaluating compensation decisions based on criteria as presented in the table and discussion below.

  89. Peer Group and Benchmarking

    | Objective Criteria Considered | Former Peer Group | Current Peer Group | | • Companies in financial services, data processing, consulting services, and property & casualty insurance • Companies with market capitalizations within a reasonable range of our capitalization • Companies with pretax income and assets within a reasonable range • Companies with revenue within a reasonable range • Competitors for executive talent • Companies of comparable scope and complexity • Companies that identify us as their direct peer • Companies with similar pay practices | • Black Knight, Inc.* • Essent Group Ltd. • Fidelity National Financial, Inc. • First American Financial Corporation • MGIC Investment Corp. • Mr. Cooper Group, Inc. • OneMain Holdings, Inc. • Radian Group Inc. • Redwood Trust, Inc. • Rocket Companies, Inc. • SLM Corporation • UWM Holdings Corporation • Walker & Dunlap • Zillow Group, Inc. | • Essent Group Ltd. • Fidelity National Financial, Inc. • First American Financial Corporation • MGIC Investment Corp. • Mr. Cooper Group, Inc. • OneMain Holdings, Inc. • Radian Group Inc. • Redwood Trust, Inc. • Rithm Capital Corp.+ • Rocket Companies, Inc. • SLM Corporation • UWM Holdings Corporation • Walker & Dunlop • Zillow Group, Inc. |

  90. Peer Group and Benchmarking

    | * Removed from Peer Group due to an acquisition |

  91. Peer Group and Benchmarking

    | + | Added to Peer Group |

  92. Peer Group and Benchmarking

    Given the Company’s market share and the fact that many of our true business competitors are either private or subsidiaries of large banks, the process for developing a peer group for us is challenging. Our goal was to identify more peers that are industry relevant, publicly-traded of similar size and complexity, and involved in related markets. The revised peer group was developed by screening potential peers for business comparability – measured by industry similarity (operating in real estate and investment management, preferably focused on the residential mortgage market), complexity (top 10 mortgage lender in the U.S.) and financial characteristics (profitable companies with meaningful balance sheet) – and size comparability and public company status. The selection criteria also included companies in: financial services, data processing, consulting services and property & casualty insurance. As part of this expanded selection criteria, we also focused on companies that have 0.25x to 3x the combined market capitalization, revenue and assets of the Company and PennyMac Mortgage Investment Trust (NYSE: PMT), the real estate investment trust that the Company’s management team is responsible for externally managing through our investment management subsidiary. Accordingly, the Compensation Committee, after reviewing with senior management and our independent outside compensation consultant, decided that Rithm Capital Corp. should be added to the revised peer group since it is an asset manager that primarily invests in mortgage and real estate assets and has a similar market capitalization to the Company. The Compensation Committee believes that this revised peer group better reflects our competitors in the industry that currently conduct similar businesses and have comparable scales of operations. Compensation Policies and Practices As They Relate to Our Risk Management. We have designed our executive compensation program to reward strong Company and individual performance. We believe that this structure, as further explained below, minimizes risks resulting from compensation practices. Our Compensation Committee believes that its compensation policies and practices for all employees, including our named executive officers, do not create risks that are reasonably likely to have a material adverse effect on us. We believe that appropriate safeguards are in place with respect to our compensation programs and policies that assist in mitigating excessive risk-taking that could harm the value of our Company or reward poor judgment by executives and employees. In that regard, the Compensation Committee requested assistance from our independent compensation consultant in reviewing our compensation policies and practices. Based on its review, the Compensation Committee concluded that our compensation policies and practices as they apply to our named executive officers are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not create risks that are reasonably likely to have a material adverse effect on our Company.

  93. Peer Group and Benchmarking

    | | 2024 Proxy Statement | 51 |

  94. Peer Group and Benchmarking

    As part of the review, numerous factors were noted that reduce the likelihood of excessive risk-taking, which include, but are not limited to, the following:

  95. Peer Group and Benchmarking

    | • | Our compensation mix is balanced among fixed components such as salary and benefits, variable components such as annual performance-based incentives, and long-term equity awards including time-based and performance-based RSUs and stock options; |

  96. Peer Group and Benchmarking

    | • | Our Compensation Committee has ultimate authority to determine, and adjust, if appropriate, compensation provided to our executive officers, including each of the named executive officers; |

  97. Peer Group and Benchmarking

    | • | Our Compensation Committee maintains clawback policies regarding the recoupment of incentive compensation that apply to all of our Section 16 officers and any other officer whose title is Senior Managing Director; |

  98. Peer Group and Benchmarking

    | • | Our named executive officers are subject to stock ownership guidelines that require a certain minimum level of stock ownership; and |

  99. Peer Group and Benchmarking

    | • | Our Compensation Committee has the authority to retain any advisor it deems necessary to fulfill its obligations. |

  100. Employment and Change-in-Control Arrangements

    Employment and Change-in-Control Arrangements Employment Agreements On December 13, 2022, we entered into employment agreements by and among us, PNMAC and each of Mr. Spector, or the Spector Agreement, and Mr. Jones, or the Jones Agreement, for terms commencing on January 1, 2023 and expiring on December 31, 2026, unless earlier terminated in accordance with the provisions set forth in each such agreement. The terms of the employment agreements are described below. Mr. Spector shall continue to serve as a member of our Board and as our Chairman and Chief Executive Officer and the Chief Executive Officer of PNMAC throughout the term of the Spector Agreement. Mr. Jones shall continue to serve as our President and Chief Mortgage Banking Officer and as the President and Chief Mortgage Banking Officer of PNMAC throughout the term of the Jones Agreement. Base Salary and Incentive Compensation During the terms of their employment agreements, Mr. Spector and Mr. Jones shall each receive an annual base salary as determined by the Company’s Board at least as favorable as base salaries paid to other similarly situated senior executives and shall be entitled to receive annual cash and equity incentive compensation, with such compensation awarded at levels based on annual performance targets determined by our Board and the compensation committee of our Board. Pursuant to the Spector Agreement and the Jones Agreement, any unvested awards shall immediately vest upon the death or disability of the executive, a termination by us or PNMAC other than for cause (as defined in the employment agreements), or a termination by the executive for good reason (as defined in the employment agreements) unless such termination is the result of the expiration of the term of the Spector Agreement or the Jones Agreement. If such termination is the result of the expiration of term of the Spector Agreement or the Jones Agreement, any such unvested awards shall continue to vest, if applicable, in accordance with their terms, and the termination date of each of the Spector Agreement or the Jones Agreement shall be deemed to be the retirement date as defined in the related award document; provided, however, that if the related award document does not contain any reference to retirement or a retirement date, then the affected unvested awards shall immediately become fully vested and non-forfeitable. All nonstatutory stock options granted pursuant to our Equity Plans are exercisable, subject only to vesting provisions, for a period of ten years from the date of grant, and are eligible for cashless exercise in all circumstances. Other Benefits The employment agreements provide for medical benefits and reimbursement for expenses related to tax advice and financial counseling not to exceed $50,000. The employment agreements also provide for the annual accrual of twenty days of paid time off for Mr. Spector and Mr. Jones, in each case at the executive’s regular base pay rate during each year of the term, reimbursement of reasonable business expenses (including reimbursement for ordinary and necessary business expenses relating to chartered flights), and participation in such other benefits programs as are provided to our executives generally. Payments Upon Specific Termination Events Pursuant to the employment agreements, upon a termination due to death or disability, a termination by us or PNMAC other than for cause, a termination by the executive for good reason, or a termination by us or PNMAC as a result of or in connection with a change of control, in addition to any other amounts required by law to be paid to him, the executive would be entitled to any bonus earned but unpaid for the year prior to the year in which the termination date occurs and the pro rata portion of any bonus earned but unpaid for the year during which the termination date occurs. In any such termination event, any unvested equity awards granted pursuant to the Equity Plans shall vest immediately, and any outstanding stock option will not expire until the tenth anniversary of the grant date. We will also generally reimburse the executive or his estate for any amounts paid by him or his estate for coverage of him and his family under our group health medical benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA, for as long as the executive or his family is eligible to receive such benefits under COBRA. Upon a termination due to death, the executive’s estate will also receive a continuing payment of executive’s annual base salary as of the termination date for a period of six months following such termination. Upon a termination of Mr. Spector’s or Mr. Jones’ employment as a result of or in connection with a change of control or by us or PNMAC other than for cause, or upon a termination by Mr. Spector or Mr. Jones for good reason, the executive shall also receive a severance payment equal to two and one-half years of executive’s annual base salary plus two and one-half years of the executive’s incentive compensation (based on the average incentive bonus received in the most recent two years), with such amounts to be paid in 24 monthly installments.

  101. Employment and Change-in-Control Arrangements

    | | 2024 Proxy Statement | 53 |

  102. Employment and Change-in-Control Arrangements

    Upon termination of Mr. Spector’s or Mr. Jones’ employment by us or PNMAC for cause, the executive shall receive his annual base salary through the termination date, any accrued but unused paid time off and reimbursement of any unreimbursed incurred expenses. Pursuant to each of the Spector Agreement and the Jones Agreement, each executive is subject to a non-solicitation covenant for a period of 18 months following a termination of employment. If any termination payments would be subject to excise taxes under Section 4999 of the Code, then the payments actually paid to Mr. Spector and Mr. Jones, as applicable, will be reduced to avoid the excise tax if and to the extent such reduction produces the best after-tax result. Consulting Services Upon the expiration of the term of the Spector Agreement, Mr. Spector shall serve as a consultant to us for an 18-month period commencing on the termination date. During the consulting period, Mr. Spector will receive a consulting fee of $2.0 million, with approximately $1.35 million of such amount paid in 18 monthly installments of $75,000 and the remainder paid upon the completion of the consulting period; provided, however, that such compensation will cease if the executive engages in services for a business that competes with us. Upon the expiration of the term of the Jones Agreement, Mr. Jones shall serve as a consultant to us for an 18-month period commencing on the termination date. During the consulting period, Mr. Jones will receive a consulting fee of $1.5 million, with approximately $1.0 million of such amount paid in 18 monthly installments of $55,555 and the remainder paid upon the completion of the consulting period; provided, however, that such compensation will cease if the executive engages in services for a business that competes with us. For purposes of the employment agreement, each of Mr. Spector and Mr. Jones will have “good reason” to terminate his employment agreement, as applicable, if we (or any resulting or surviving entity in the event of certain transactions) or PNMAC fail to cure any of the following events within 30 days of receipt of notice of such event(s) by Mr. Spector or Mr. Jones, as applicable, (such notice must be delivered within 90 days of the occurrence of the events constituting “good reason”): (1) materially breaches the Spector Agreement or Jones Agreement; (2) requires Mr. Spector to report to anyone other than our Board or Mr. Jones to report to anyone other than the Chief Executive Officer; (3) requires Mr. Spector and Mr. Jones to be based anywhere more than fifteen (15) miles from the office where he is located; (4) takes any other action which results in a material diminution or adverse change in Mr. Spector’s or Mr. Jones’ status, title, position, compensation, or responsibilities, other than an insubstantial action not taken in bad faith and remedied promptly after receipt of notice by Mr. Spector or Mr. Jones; or (5) fails to indemnify and advance all expenses to Mr. Spector or Mr. Jones in response to a proper request for indemnity and advancement. Change of Control Severance Plan We adopted a Change of Control Severance Plan, or the Severance Plan, on September 22, 2021, that covers named executive officers who do not have separately negotiated employment agreements. Under the Severance Plan a named executive officer who incurs a qualifying termination in connection with a change of control under the Severance Plan will be entitled to receive (i) a severance payment equal to two years of base salary plus 200% of bonus, (ii) acceleration of outstanding and unvested time-based equity awards and acceleration at target of any unvested performance-based equity awards that remain outstanding after the application of the change of control provisions in the Company’s 2013 Equity Incentive Plan and any successor equity incentive plans, (iii) continued group health and dental plan participation for 18 months, and (iv) outplacement services for 18 months. A “qualifying termination” under the Severance Plan means a termination of an employment that occurs on or during the two year period following a change of control by reason of either (i) the Company’s or any of its subsidiaries’, as applicable, termination of such individual’s employment other than for cause or such employee’s death or disability or (ii) the employee’s resignation for “good reason.” Furthermore, if any Severance Plan or employment agreement payments would be subject to excise taxes under Section 4999 of the Internal Revenue Code, then the payments will be reduced to avoid the excise tax if and to the extent such reduction produces the best after-tax result for the severed employee. The receipt of any Severance Plan payments will be conditioned on the execution of an irrevocable general release of claims by the employee.

  103. Employment and Change-in-Control Arrangements

    | 54 | | 2024 Proxy Statement |

  104. Employment and Change-in-Control Arrangements

    Equity Incentive Plans Pursuant to our 2013 Equity Incentive Plan and our 2022 Equity Incentive Plan and subject to any contrary provisions in any applicable award agreement or employment agreement, upon the occurrence of a change of control:

  105. Employment and Change-in-Control Arrangements

    | • | all outstanding unvested awards and awards subject to a risk of forfeiture, other than awards conditioned on the achievement of performance goals, will immediately become vested in full and no longer be subject to any risk of forfeiture unless they are assumed or otherwise continued in a manner satisfactory to the Compensation Committee, or substantially equivalent rights are provided in substitution for such awards, in each case by the acquiring or succeeding entity or one of its affiliates; and |

  106. Employment and Change-in-Control Arrangements

    | • | if a pro rata portion of the performance goals under awards conditioned on the achievement of performance goals or other business objectives has been achieved as of the effective date of the change of control, then such performance goals or other business objectives shall be deemed satisfied as of such change of control with respect to a pro rata portion of the number of shares subject to the original award. The pro rata portion of the performance goals or other business objectives and the number of shares subject to the original awards shall each be based on the length of time within the performance period which has elapsed prior to the change of control. The pro rata portion of any award deemed earned in this manner will be paid out within 30 days following the change of control. The remaining portion of such an award that is not eligible to be deemed earned as of the change of control will be deemed to have been satisfied, earned, or forfeited as of the change of control in such amounts as the Compensation Committee shall determine in its sole discretion unless that remaining portion is assumed by the acquiring or succeeding entity or one of its affiliates, which will be deemed to occur if that remaining portion is subjected to (i) comparable performance goals based on the post-change of control business of the acquirer or succeeding entity or one of its affiliates, and (ii) a measurement period using a comparable period of time to the original award, each in a manner satisfactory to the Compensation Committee. |

  107. Employment and Change-in-Control Arrangements

    | | 2024 Proxy Statement | 55 |

  108. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following “2023 Summary Compensation Table” presents compensation earned by our principal executive officer, our principal financial officer and our next three most highly compensated persons serving as executive officers as of the end of Fiscal 2023. We refer to these executive officers as our “named executive officers.”

  109. 2023 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All Other Compensation ($) | Total ($) | | David A. Spector | 2023 | 1,000,000 | 3,374,957 | 1,184,278 | 1,631,250 | 67,998(5) | 7,258,483 | | Chairman and | 2022 | 1,000,000 | 3,374,952 | 1,214,140 | 3,980,000 | 101,959 | 9,671,051 | | Chief Executive Officer | 2021 | 1,000,000 | 2,537,435 | 1,101,254 | 8,864,938 | 71,597 | 13,575,224 | | Doug Jones | 2023 | 600,000 | 1,874,922 | 657,935 | 1,125,000 | 61,750(5) | 4,319,607 | | Director, President and Chief | 2022 | 600,000 | 1,874,936 | 674,518 | 2,750,000 | 67,751 | 5,967,205 | | Mortgage Banking Officer | 2021 | 600,000 | 1,399,924 | 607,581 | 4,879,000 | 58,407 | 7,544,912 | | Daniel S. Perotti | 2023 | 400,000 | 937,400 | 328,968 | 630,000 | 48,536(5) | 2,344,904 | | Senior Managing Director and | 2022 | 400,000 | 749,952 | 269,811 | 1,375,000 | 58,878 | 2,853,641 | | Chief Financial Officer | 2021 | 400,000 | 612,452 | 265,814 | 2,409,500 | 66,888 | 3,754,654 | | William Chang(6) | 2023 | 387,500 | 749,851 | 259,660 | 450,000 | 19,895(5) | 1,866,906 | | Senior Managing Director and | | | | | | | | | Chief Capital Markets Officer | | | | | | | | | James Follette | 2023 | 375,000 | 843,678 | 296,050 | 438,750 | 35,351(5) | 1,988,829 | | Senior Managing Director and | | | | | | | | | Chief Digital Officer | 2022 | 355,208 | 618,735 | 222,594 | 975,000 | 34,397 | 2,205,934 |

  110. 2023 Summary Compensation Table

    | (1) Reflects the named executive officer’s title as of December 31, 2023. |

  111. 2023 Summary Compensation Table

    | (2) The amounts shown in this column in respect of 2023 represent the grant date fair value, as determined in accordance with ASC 718, of time-based RSUs awarded on February 24, 2023 in the amounts of: 18,521 for Mr. Spector; 10,289 for Mr. Jones; 5,144 for Mr. Perotti; 4,630 for Mr. Follette; and 1,541 and 2,675 for Mr. Chang on March 19, 2023 and February 24, 2023. Also includes the grant date fair value, as determined in accordance with ASC 718, of the (a) performance-based RSUs awarded based on the probable outcome of the performance conditions on February 24, 2023 in the amounts of 37,043 for Mr. Spector; 20,579 for Mr. Jones; 10,289 for Mr. Perotti; 9,260 for Mr. Follette; and 3,083 and 5,350 for Mr. Chang on March 19, 2023 and February 24, 2023, respectively, pursuant to our Equity Plans. See “—2023 Outstanding Equity Awards at Fiscal Year-End” below. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For more information on the assumptions used in our estimates of value, please refer to Note 20—Stockholders’ Equity in our Annual Report on Form 10-K filed on February 21, 2024. The value of the performance-based RSUs awarded on February 24, 2023, assuming that the highest level of performance conditions will be achieved and based on a grant date fair value per share of $60.74, is $5,624,949 for Mr. Spector; $3,124,891 for Mr. Jones; $1,562,354 for Mr. Perotti; $1,406,131 for Mr. Follette; and $1,249,770 for Mr. Chang, respectively. The value of the performance-based RSUs awarded on March 19, 2023 to Mr. Chang, assuming that the highest level of performance conditions will be achieved and based on a grant date fair value per share of $56.75 is $812,398. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by upon vesting and/or settlement of the RSUs. |

  112. 2023 Summary Compensation Table

    | (3) The amounts shown in this column represent the grant date fair value, as determined in accordance with ASC 718, of the nonstatutory stock options awarded on February 24, 2023 in the amounts of: 46,303 for Mr. Spector; 25,724 for Mr. Jones; 12,862 for Mr. Perotti; and 11,575 for Mr. Follette, respectively, pursuant to our Equity Plans. See “—2023 Outstanding Equity Awards at Fiscal Year-End” below. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For more information on the assumptions used in our estimates of value, please refer to Note 20—Stockholders’ Equity in our Annual Report on Form 10-K filed on February 21, 2024. In addition, the amounts shown in this column represent the grant date fair value, as determined in accordance with ASC 718, of the nonstatutory stock options awarded on March 19, 2023 and February 24, 2023 in the amount of 3,854 and 6,688 for Mr. Chang pursuant to our Equity Plans. See “—2023 Outstanding Equity Awards at Fiscal Year-End” below. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the stock options. |

  113. 2023 Summary Compensation Table

    | (4) The amounts in this column represent the Fiscal 2023 performance-based incentive earned by the named executive officers, see “Compensation Discussion and Analysis – 2023 Annual Performance-Based Incentives.” |

  114. 2023 Summary Compensation Table

    | (5) With respect to Mr. Spector, All Other Compensation includes $19,428 in insurance premiums, $32,439 for tax and financial counseling advice, $13,200 in 401(k) plan employer contributions and $2,931 in cell phone expenses. In addition, time-based and performance-based restricted share units were awarded by PMT to Mr. Spector during Fiscal 2023 consistent with its compensation program and philosophy. These restricted share units were granted on February 28, 2023 by PMT and have grant date fair values, as determined in accordance with ASC 718, of $999,987 and are not included in All Other Compensation for Mr. Spector. |

  115. 2023 Summary Compensation Table

    | With respect to Mr. Jones, All Other Compensation includes $14,149 in insurance premiums, $13,200 in 401(k) plan employer contributions, $33,501 for tax and financial counseling advice and $900 for a cell phone allowance. In addition, time-based and performance-based restricted share units were awarded by PMT to Mr. Jones during Fiscal 2023 consistent with its compensation program and philosophy. These restricted share units were granted on February 28, 2023 by PMT and have grant date fair values, as determined in accordance with ASC 718, of $499,987 and are not included in All Other Compensation for Mr. Jones. |

  116. 2023 Summary Compensation Table

    | 56 | | 2024 Proxy Statement |

  117. 2023 Summary Compensation Table

    | With respect to Mr. Perotti, All Other Compensation includes $16,006 in insurance premiums, $13,200 in 401(k) plan employer contributions, $16,275 for tax and financial counseling advice, $2,155 for charitable match and $900 for a cell phone allowance. In addition, time-based and performance-based restricted share units were awarded by PMT to Mr. Perotti during Fiscal 2023 consistent with its compensation program and philosophy. These restricted share units were granted on February 28, 2023 by PMT and have grant date fair values, as determined in accordance with ASC 718, of $499,987 and are not included in All Other Compensation for Mr. Perotti. |

  118. 2023 Summary Compensation Table

    | With respect to Mr. Chang, All Other Compensation includes $13,200 in 401(k) plan employer contributions, $3,280 for tax and financial counseling advice, $1,750 for charitable match, $900 for a cell phone allowance and $765 for insurance premiums. In addition, time-based and performance-based restricted share units were awarded by PMT to Mr. Chang during Fiscal 2023 consistent with its compensation program and philosophy. These restricted share units were granted on March 20, 2023 and February 28, 2023 by PMT and have grant date fair values, as determined in accordance with ASC 718, of $499,991 and are not included in All Other Compensation for Mr. Chang. |

  119. 2023 Summary Compensation Table

    | With respect to Mr. Follette, All Other Compensation includes $19,221 in insurance premiums, $13,200 in 401(k) plan employer contributions, $2,030 in a charitable match and $900 in cell phone allowance. In addition, performance-based restricted share units were awarded by PMT to Mr. Follette during Fiscal 2023 consistent with its compensation program and philosophy. These restricted share units were granted on , February 28, 2023 by PMT and have a grant date fair value, as determined in accordance with ASC 718, of $99,992 and are not included in All Other Compensation for Mr. Follette. |

  120. 2023 Summary Compensation Table

    | (6) Mr. Chang was not a named executive officer for Fiscal 2022 and Fiscal 2021. |

  121. 2023 Summary Compensation Table

    | | 2024 Proxy Statement | 57 |

  122. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information about plan-based awards granted to our named executive officers in Fiscal 2023:

  123. 2023 Grants of Plan-Based Awards

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David A. Spector | | | | | | | | | | | | | Annual Incentive | | 1 | 3,625,000 | 9,243,750 | | | | | | | | | PSUs | 2/24/2023 | | | | 111 | 37,043 | 92,607 | | | | 2,249,992 | | RSUs | 2/24/2023 | | | | | | | 18,521 | | | 1,124,966 | | Stock Options | 2/24/2023 | | | | | | | | 46,303 | 60.74 | 1,184,278 | | Doug Jones | | | | | | | | | | | | | Annual Incentive | | 1 | 2,500,000 | 6,375,000 | | | | | | | | | PSUs | 2/24/2023 | | | | 61 | 20,579 | 51,447 | | | | 1,249,968 | | RSUs | 2/24/2023 | | | | | | | 10,289 | | | 624,954 | | Stock Options | 2/24/2023 | | | | | | | | 25,724 | 60.74 | 657,935 | | Daniel S. Perotti | | | | | | | | | | | | | Annual Incentive | | 1 | 1,400,000 | 3,570,000 | | | | | | | | | PSUs | 2/24/2023 | | | | 30 | 10,289 | 25,722 | | | | 624,954 | | RSUs | 2/24/2023 | | | | | | | 5,144 | | | 312,447 | | Stock Options | 2/24/2023 | | | | | | | | 12,862 | 60.74 | 328,968 | | William Chang | | | | | | | | | | | | | Annual Incentive | | 1 | 1,000,000 | 2,550,000 | | | | | | | | | PSUs | 2/24/2023 | | | | 16 | 5,350 | 13,375 | | | | 324,959 | | RSUs | 2/24/2023 | | | | | | | 2,675 | | | 162,480 | | Stock Options | 2/24/2023 | | | | | | | | 6,688 | 60.74 | 171,057 | | PSUs | 3/19/2023 | | | | 9 | 3,083 | 7,707 | | | | 174,960 | | RSUs | 3/19/2023 | | | | | | | 1,541 | | | 87,452 | | Stock Options | 3/19/2023 | | | | | | | | 3,854 | 56.75 | 88,603 | | James Follette | | | | | | | | | | | | | Annual Incentive | | 1 | 975,000 | 2,486,250 | | | | | | | | | PSUs | 2/24/2023 | | | | 27 | 9,260 | 23,150 | | | | 562,452 | | RSUs | 2/24/2023 | | | | | | | 4,630 | | | 281,226 | | Stock Options | 2/24/2023 | | | | | | | | 11,575 | 60.74 | 296,050 |

  124. 2023 Grants of Plan-Based Awards

    | (1) Represents the threshold, target and maximum award amounts for Fiscal 2023 pursuant to the annual performance-based incentive plan that may include a cash and equity component. The actual amounts earned by each named executive officer pursuant to such plan are set forth in the Non-Equity Incentive Compensation Column of the Summary Compensation Table. |

  125. 2023 Grants of Plan-Based Awards

    | (2) Represents the potential payout range of performance-based RSUs granted in Fiscal 2023. Awards vest based on achieving ROE, leverage ratio and individual effectiveness goals in fiscal years 2023 through 2025. The combined maximum payout under the performance goals is 250% of the target award. If ROE for a fiscal year is less than the threshold ROE, no portion of the granted RSUs will become vested. In addition to the performance conditions, the named executive officers must satisfy a service condition in order for the award to vest. |

  126. 2023 Grants of Plan-Based Awards

    | (3) One-third (1/3) of the nonstatutory stock options granted on March 19, 2023 and February 24, 2023 will vest on each of the first, second, and third anniversaries of the vesting commencement date, subject to the recipient’s continued service through each anniversary. |

  127. 2023 Grants of Plan-Based Awards

    | (4) Represents the grant date fair value, as determined in accordance with ASC 718, of time-based RSUs, performance-based RSUs and nonstatutory stock options awarded during Fiscal 2023. There is no estimation of forfeitures included in the grant date fair value of the stock options. |

  128. 2023 Grants of Plan-Based Awards

    | 58 | | 2024 Proxy Statement |

  129. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table provides information about outstanding equity awards of our named executive officers as of the end of Fiscal 2023:

  130. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/sh) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Number of Unearned Shares or Units of Stock Granted That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock Granted That Have Not Vested ($)(2) | | David A. Spector | 2/24/2023 | — | 46,303 | 60.74 | 2/23/2033 | 18,521 | 1,636,701 | 37,043(3) | 3,273,490 | | | 2/23/2022 | 39,909 | 79,821 | 57.10 | 2/22/2032 | 27,525 | 2,432,384 | 39,404(4) | 3,482,131 | | | 2/25/2021 | 35,726 | 17,863 | 58.85 | 2/24/2031 | 4,107 | 362,936 | 35,189(5) | 3,109,652 | | | 12/14/2020 | 140,464 | — | 59.68 | 12/13/2030 | | | — | — | | | 2/26/2020 | 59,466 | — | 35.03 | 2/25/2030 | | | — | — | | | 3/15/2019 | 55,488 | — | 22.92 | 3/14/2029 | | | — | — | | | 3/09/2018 | 52,935 | — | 24.40 | 3/08/2028 | | | — | — | | | 3/06/2017 | 69,252 | — | 18.05 | 3/05/2027 | | | — | — | | | 3/07/2016 | 71,161 | — | 11.28 | 3/06/2026 | | | — | — | | | 3/03/2015 | 61,120 | — | 17.52 | 3/02/2025 | | | — | — | | Doug Jones | 2/24/2023 | — | 25,724 | 60.74 | 2/23/2033 | 10,289 | 909,239 | 20,579(3) | 1,818,566 | | | 2/23/2022 | 18,020 | 36,043 | 57.10 | 2/22/2032 | 12,429 | 1,098,351 | 21,891(4) | 1,934,508 | | | 2/25/2021 | 19,710 | 9,856 | 58.85 | 2/24/2031 | 2,266 | 200,246 | 19,415(5) | 1,715,709 | | | 12/14/2020 | 54,024 | — | 59.68 | 12/13/2030 | | | — | — | | | 2/26/2020 | 30,366 | — | 35.03 | 2/25/2030 | | | — | — | | | 3/15/2019 | 27,744 | — | 22.92 | 3/14/2029 | | | — | — | | | 3/09/2018 | 26,467 | — | 24.40 | 3/08/2028 | | | — | — | | | 3/06/2017 | 34,626 | — | 18.05 | 3/05/2027 | | | — | — | | | 3/07/2016 | 27,771 | — | 11.28 | 3/06/2026 | | | — | — | | | 3/03/2015 | 23,829 | — | 17.52 | 3/02/2025 | | | — | — | | Daniel S. Perotti | 2/24/2023 | — | 12,862 | 60.74 | 2/23/2033 | 5,144 | 454,575 | 10,289(3) | 909,239 | | | 2/23/2022 | 11,930 | 23,862 | 57.10 | 2/22/2032 | 8,229 | 727,197 | 8,756(4) | 773,768 | | | 2/25/2021 | 8,623 | 4,312 | 58.85 | 2/24/2031 | 991 | 87,575 | 8,494(5) | 750,623 | | | 12/14/2020 | 13,506 | — | 59.68 | 12/13/2030 | | | — | — | | | 2/26/2020 | 23,105 | — | 35.03 | 2/25/2030 | | | — | — | | | 3/15/2019 | 18,098 | — | 22.92 | 3/14/2029 | | | — | — | | | 3/09/2018 | 17,204 | — | 24.40 | 3/08/2028 | | | — | — | | | 3/06/2017 | 22,506 | — | 18.05 | 3/05/2027 | | | — | — | | | 3/07/2016 | 16,615 | — | 11.28 | 3/06/2026 | | | — | — | | | 3/03/2015 | 16,481 | — | 17.52 | 3/02/2025 | | | — | — | | William Chang | 3/19/2023 | — | 3,854 | 56.75 | 3/18/2033 | 1,541 | 136,178 | 3,083(3) | 272,445 | | | 2/24/2023 | — | 6,688 | 60.74 | 2/23/2033 | 2,675 | 236,390 | 5,350(3) | 472,780 | | | 2/23/2022 | 6,019 | 12,039 | 57.10 | 2/22/2032 | 4,151 | 366,824 | 5,253(4) | 464,208 | | | 2/25/2021 | 6,898 | 3,450 | 58.85 | 2/24/2031 | 793 | 70,077 | 6,795(5) | 600,478 | | | 12/14/2020 | 16,207 | — | 59.68 | 12/13/2030 | | | — | — |

  131. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | 2024 Proxy Statement | 59 |

  132. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/sh) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Number of Unearned Shares or Units of Stock Granted That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock Granted That Have Not Vested ($)(2) | | James Follette | 2/24/2023 | — | 11,575 | 60.74 | 2/23/2033 | 4,630 | 409,153 | 9,260(3) | 818,306 | | | 2/23/2022 | 9,214 | 18,431 | 57.10 | 2/22/2032 | 6,355 | 561,591 | 7,224(4) | 638,385 | | | 2/25/2021 | 8,623 | 4,312 | 58.85 | 2/24/2031 | 991 | 87,575 | 8,494(5) | 750,623 | | | 12/14/2020 | 20,259 | — | 59.68 | 12/13/2030 | | | — | — |

  133. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) One-third (1/3) of the nonstatutory stock options granted on March 19, 2023, February 24, 2023, February 23, 2022 and February 25, 2021 will vest on each of the first, second, and third anniversaries of the vesting commencement date, subject to the recipient’s continued service through each anniversary. |

  134. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) Per share value of stock awards is $88.37 based on the closing price of our common stock on the NYSE on December 29, 2023. |

  135. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) The indicated number of unearned units consists of performance-based RSUs with a performance period that ends on December 31, 2025 and is described above under the heading “—Elements of our Executive Compensation Program—Annual Long-Term Equity Awards.” The performance-based RSUs are reported at target payout level. |

  136. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (4) The indicated number of unearned units consists of performance-based RSUs with a performance period that ends on December 31, 2024 and is described above under the heading “—Elements of our Executive Compensation Program—Annual Long-Term Equity Awards.” The performance-based RSUs are reported at target payout level. |

  137. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (5) The indicated number of unearned units consists of performance-based RSUs with a performance period that ends on December 31, 2023 and is described above under the heading “—Elements of our Executive Compensation Program—Annual Long-Term Equity Awards.” The performance-based RSUs are shown here at the actual attainment of 114.3% for the award which lapsed in February 2024. |

  138. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 60 | | 2024 Proxy Statement |

  139. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information regarding exercises of options to purchase shares of common stock and stock awards (RSUs and PSUs) that vested for our named executive officers during Fiscal 2023:

  140. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David A. Spector | 72,301 | 4,534,656 | 58,413 | 4,365,092 | | Doug Jones | 44,098 | 2,478,877 | 30,629 | 2,310,903 | | Daniel S. Perotti | 19,404 | 1,159,945 | 15,680 | 1,149,816 | | William Chang | 39,481 | 1,614,640 | 12,690 | 928,437 | | James Follette | 21,243 | 1,034,875 | 14,744 | 1,092,748 |

  141. 2023 Option Exercises and Stock Vested

    | (1) Amounts reported in these columns consist of vested RSUs and PSUs. If the named executive officer sold a portion of the common stock acquired upon vesting of RSUs or PSUs to satisfy the tax obligation with respect to such vesting, the number of shares of common stock acquired is less than the amount shown. The number of shares of common stock acquired and the value realized on vesting as reflected in this column have not been reduced to reflect the sale of common stock to satisfy any tax obligations. The allocation of RSUs and PSUs is as follows: |

  142. 2023 Option Exercises and Stock Vested

    | | RSUs | | PSUs | | | Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#)(b) | Value Realized on Vesting ($) | | David A. Spector | 23,224 | 1,413,791 | 35,189 | 2,951,301 | | Doug Jones | 11,214 | 682,567 | 19,415 | 1,628,336 | | Daniel S. Perotti | 7,186 | 437,424 | 8,494 | 712,392 | | William Chang | 5,895 | 358,540 | 6,795 | 569,897 | | James Follette | 6,250 | 380,356 | 8,494 | 712,392 |

  143. 2023 Option Exercises and Stock Vested

    | (a) Amounts reported in this column represent RSU awards that vested on February 26, 2023, February 25, 2023 and February 23, 2023. |

  144. 2023 Option Exercises and Stock Vested

    | (b) Amounts reported in this column represent PSU awards that vested on February 29, 2024, and the payout of shares of common stock pursuant to the award was determined based on ROE, a Leverage Ratio Multiplier and an individual effectiveness rating for the period of January 1, 2021 through December 31, 2023 as measured against the target performance goal set by the Compensation Committee of the Board when the award was granted in 2021. The payout percentage for the award was 114.3%. |

  145. 2023 Option Exercises and Stock Vested

    | (2) The value realized on vesting is calculated by multiplying the number of shares of common stock received upon vesting of RSUs and PSUs by the fair market value of our common stock on the respective vesting dates. |

  146. 2023 Option Exercises and Stock Vested

    | | 2024 Proxy Statement | 61 |

  147. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The information below describes and estimates certain compensation that would become payable under existing plans and arrangements assuming the named executive officer’s employment had terminated or a “change in control” had occurred on December 31, 2023. These benefits are in addition to benefits available generally to salaried employees.

  148. Potential Payments Pursuant to Employment Agreements

    Potential Payments Pursuant to Employment Agreements As described in “Compensation Discussion and Analysis—Employment Agreements”, two of our named executive officers, Mr. Spector and Mr. Jones, currently have employment agreements providing for severance payments, accelerated vesting of equity awards, and other benefits in the event the executive’s employment is terminated due to disability or death, terminated by us or PNMAC for “cause,” terminated by us or PNMAC “other than for cause,” or terminated by the executive for “good reason.” The table below reflects the potential payments due to Mr. Spector and Mr. Jones had the separation occurred on December 31, 2023.

  149. Potential Payments Pursuant to Employment Agreements

    | Name | Benefit | Disability | Death | Retirement | Termination For Cause or Voluntary Resignation | Termination Other than For Cause, Termination Upon a Change in Control or Resignation For Good Reason | | David A. Spector | Consulting Fees(1) | — | — | | — | — | | | Base Salary | — | $500,000 | | — | $2,500,000 | | | COBRA Benefits Continuation | $60,592 | $75,218 | | — | $37,609 | | | Incentive-Based Compensation | $1,631,250 | $1,631,250 | 1,631,250 | — | $7,014,063 | | | Accelerated Vesting – Stock Options(2) | $4,302,670 | $4,302,670 | 3,378,694 | — | $4,302,670 | | | Accelerated Vesting – Performance-Based RSUs(3) | $9,477,241 | $9,477,241 | 7,294,914 | — | $9,477,241 | | | Accelerated Vesting – Time-Based RSUs(4) | $4,432,021 | $4,432,021 | 3,249,959 | — | $4,432,021 | | | Aggregate Payment Amount | $19,903,774 | $20,418,400 | 15,554,817 | — | $27,763,604 | | Doug Jones | Consulting Fees(1) | — | — | | — | — | | | Base Salary | — | $300,000 | | — | $1,500,000 | | | COBRA Benefits Continuation | $42,576 | $52,853 | | — | $26,427 | | | Incentive-Based Compensation | $1,125,000 | $1,125,000 | 1,125,000 | — | $4,843,750 | | | Accelerated Vesting – Stock Options(2) | $2,128,768 | $2,128,768 | 1,615,445 | — | $2,128,768 | | | Accelerated Vesting – Performance-Based RSUs(3) | $5,254,657 | $5,254,657 | 4,042,279 | — | $5,254,657 | | | Accelerated Vesting – Time-Based RSUs(4) | $2,207,836 | $2,207,836 | 1,551,164 | — | $2,207,836 | | | Aggregate Payment Amount | $10,758,837 | $11,069,114 | 8,333,888 | — | $15,961,438 |

  150. Potential Payments Pursuant to Employment Agreements

    | (1) Mr. Spector and Mr. Jones are entitled to consulting fees only upon the expiration of the terms of their respective employment agreements. |

  151. Potential Payments Pursuant to Employment Agreements

    | (2) Except in the case of a termination due to Retirement, represents the vesting in full of all outstanding unvested stock options. Calculated as the difference between the closing price of our common stock on the NYSE on December 29, 2023 and the exercise or strike price of the stock options multiplied by the number of underlying shares of common stock. In connection with a termination due to Retirement, shares subject to the outstanding stock options continue to vest after the Retirement date in accordance with the original vesting schedule; provided, however, that (i) if the Retirement Date occurs during the nine-month period immediately following the grant date, then the option shall be forfeited; and (ii) if the Retirement date occurs during the three-month period prior to the first anniversary of the Grant Date, then one-third of the shares subject to the option shall vest on the first anniversary of the grant date on a pro rata basis, and the remaining shares subject to the opt ion will be forfeited. |

  152. Potential Payments Pursuant to Employment Agreements

    | (3) Except in the case of a termination due to Retirement, represents the vesting in full of all unvested performance-based RSUs based on the achievement of target level performance. Calculated based on the closing price of our common stock on the NYSE on December 29, 2023 multiplied by the number of underlying shares of common stock. In connection with a termination due to Retirement, performance-based RSUs shall continue to vest and be settled after the Retirement date in accordance with the original vesting schedule; provided that (i) if the Retirement date occurs during the nine-month period immediately following the grant date, then all of the performance-based RSUs shall be forfeited; and (ii) if the Retirement date occurs during the three-month period prior to the first anniversary of the grant date, then one-third of the performance-based RSUs shall vest on the first anniversary of the grant date. |

  153. Potential Payments Pursuant to Employment Agreements

    | 62 | | 2024 Proxy Statement |

  154. Potential Payments Pursuant to Employment Agreements

    | (4) Except in the case of a termination due to Retirement, represents the vesting in full of all unvested time-based RSUs. Calculated based on the closing price of our common stock on the NYSE on December 29, 2023 multiplied by the number of underlying shares of common stock. In connection with a termination due to Retirement, time-based RSUs shall continue to vest and be settled after the Retirement date in accordance with the original vesting schedule; provided that (i) if the Retirement date occurs during the nine-month period immediately following the grant date, then all of the time-based RSUs shall be forfeited; and (ii) if the Retirement date occurs during the three-month period prior to the first anniversary of the grant date, then one-third of the time-based RSUs shall vest on the first anniversary of the grant date . |

  155. Potential Payments Pursuant to Change of Control Severance Plan

    Potential Payments Pursuant to Change of Control Severance Plan As described in “Compensation Discussion and Analysis—Change of Control Severance Plan”, we adopted a Severance Plan on September 22, 2021 that covers named executive officers who do not have separately negotiated employment agreements. This plan provides for severance payments and accelerated vesting of equity awards in the event the executive’s employment is terminated in connection with a change in control.

  156. Potential Payments Pursuant to Change of Control Severance Plan

    | Name | Base(1) | Bonus(2) | Equity Vesting(3) | Change of Control | | Daniel S. Perotti | $800,000 | $2,005,000 | $4,838,128 | $7,643,128 | | William Chang | $800,000 | $1,100,000 | $3,329,393 | $5,229,393 | | James Follette | $750,000 | $1,413,750 | $4,195,398 | $6,359,148 |

  157. Potential Payments Pursuant to Change of Control Severance Plan

    | (1) Represents two times the named executive officer’s base salary as of December 31, 2023. |

  158. Potential Payments Pursuant to Change of Control Severance Plan

    | (2) Represents two times the greater of (x) the average aggregate bonus paid to the named executive officer for each of the two fiscal years preceding December 31, 2023, and (y) the bonus paid for the fiscal year immediately preceding December 31, 2023. |

  159. Potential Payments Pursuant to Change of Control Severance Plan

    | (3) Represents the value of equity that would vest upon a change in control. |

  160. Potential Payments Pursuant to Change of Control Severance Plan

    Messrs. Perotti, Chang and Follette are not yet retirement eligible and would not currently receive any retirement benefits if they retired effective December 31, 2023. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed above, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event and our Company’s stock price. There can be no assurance that a termination or “change in control” would produce the same or similar results as those described if occurring on another date or at another price, or if any assumption used to prepare this information is not correct in fact.

  161. 2023 Pension Benefits

    2023 Pension Benefits The table for “Pension Benefits” has been omitted because it is not applicable. We do not provide any of our named executive officers with any pension plans or benefits.

  162. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The table for “Nonqualified Deferred Compensation” has been omitted because it is not applicable. We do not provide any of our named executive officers with any nonqualified deferred compensation plans or benefits.

  163. Compensation Committee Interlocks and Insider Participation

    | CEO PAY RATIO |

  164. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. David A. Spector, our Chairman and Chief Executive Officer. For Fiscal 2023:

  165. CEO Pay Ratio

    | • | The median of the annual total compensation of all employees of our Company (other than our CEO) was $87,691; and consists of W-2 taxable compensation plus other non-taxable compensation such as 401K match and insurance premiums paid by the Company. |

  166. CEO Pay Ratio

    | • | The annual total compensation of our CEO, as reported in the “2023 Summary Compensation Table” included in this Proxy Statement, was $7,258,483. |

  167. CEO Pay Ratio

    | Based on this information, our Fiscal 2023 ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 83 to 1. |

  168. CEO Pay Ratio

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, we took the following steps:

  169. CEO Pay Ratio

    | 1. | We determined that, as of December 31, 2023, our employee population consisted of approximately 3,900 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees. In determining whether our workers are employees, we applied widely recognized employment and tax laws. |

  170. CEO Pay Ratio

    | 2. | In order to identify the median employee during Fiscal 2023, we compared the amount of salary, annual performance-based incentives, wages, overtime and other compensation of our employees as reflected in our payroll records. In making that determination, we did not annualize the compensation of any employee. |

  171. CEO Pay Ratio

    | 3. | Once we confirmed our median employee, we combined all of the elements of such employee’s compensation for our Fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $87,691. |

  172. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  173. CEO Pay Ratio

    | 64 | | 2024 Proxy Statement |

  174. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” and the financial performance of our Company. This disclosure does not necessarily align with how we view the relationship between the Company’s performance and named executive officer compensation. The below table shows Compensation Actually Paid to our CEO and other named executive officers as calculated by adjusting the Summary Compensation Table total amounts for the applicable year.

  175. Pay Versus Performance

    | Year | Summary Compensation for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation for Other Named Executive Officers (3) | Average Compensation Actually Paid to Other Named Executive Officer s(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income | Return on Equity (6 ) | | | | | | | PFSI Total Stockholder Return (5) | Peer Group Total Stockholder Return (5) | | | | 2023 | $7,258,483 | $14,532,470 | $2,630,061 | $4,875,605 | $273.5 | $120.5 | $145 Million | 4% | | 2022 | $9,671,051 | $6,517,122 | $3,445,387 | $2,243,109 | $173.3 | $82.9 | $476 Million | 14% | | 2021 | $13,575,224 | $17,262,152 | $5,473,525 | $6,931,492 | $210.3 | $101.2 | $1.0 Billion | 29% | | 2020 | $12,375,328 | $20,796,560 | $4,887,892 | $8,302,467 | $195.3 | $86.2 | $1.6 Billion | 61% |

  176. Pay Versus Performance

    | (1) Mr. Spector was our principal executive officer (“CEO”) for all years shown. The amounts reported are the amounts of total compensation reported for our CEO for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. |

  177. Pay Versus Performance

    | (2) The amount reported represent the Compensation Actually Paid to our CEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our CEO in the applicable year. Compensation Actually Paid is calculated by making the following adjustments to the Summary Compensation Table amounts for our CEO: |

  178. Adjustments to Determine Compensation “Actually Paid” for the CEO

    | (4) The amounts reported represent the average Compensation Actually Paid to the other named executive officers other than our CEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount in compensation earned by or paid to such other named executive officers as a group in the applicable year. Compensation Actually Paid is calculated by making the following adjustments to the Summary Compensation Table amounts for the Other Named Executive Officers: |

  179. Compensation Actually Paid Compared to Financial Performance Measures

    Compensation Actually Paid Compared to Financial Performance Measures The graphs demonstrate the relationship between Compensation Actually Paid compared to TSR, Net Income and ROE. Compensation Actually Paid as of Fiscal 2023 primarily reflects the fair value of the equity awards as of year-end that were significantly higher than the fair value of the equity awards as of the grant date.

  180. Compensation Actually Paid and TSR

    Compensation Actually Paid and TSR (1)

  181. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  182. Compensation Actually Paid and ROE

    Compensation Actually Paid and ROE

  183. Compensation Actually Paid and ROE

    | (1) TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year is the closing price on December 31, 2019. |

  184. Compensation Actually Paid and ROE

    | | 2024 Proxy Statement | 67 |

  185. Compensation Actually Paid and ROE

    | PROPOSAL III – ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION |

  186. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Amended and Restated Bylaws provide that we will indemnify and advance expenses to our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, or DGCL. In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except as otherwise prohibited under the DGCL. We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL. In addition, our indemnification agreements also provide that we are required to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the indemnification agreements are not exclusive. The limited liability company agreement of PNMAC also requires PNMAC to indemnify its officers, members, managers and other affiliates to the fullest extent permitted by Delaware law, and advance expenses to its officers, members, managers and other affiliates as incurred in connection with legal proceedings against them for which they may be indemnified. The rights conferred in the limited liability company agreement of PNMAC are not exclusive. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.