PENNYMAC MORTGAGE INVESTMENT TRUST (PMT)
Sector: Financials
2026 Annual Meeting Analysis
PENNYMAC MORTGAGE INVESTMENT TRUST · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Three Class II Trustees
DuFauchard has served since 2012 and PMT's 3-year total return of +41.6% outperforms the REM (iShares Mortgage Real Estate ETF) benchmark by +4.0 percentage points, well below the 65-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns were identified.
McAllister has served since 2012 and PMT's strong positive 3-year TSR outperforms the REM benchmark by +4.0 percentage points, far below the 65-point trigger threshold; her capital markets and financial services experience is directly relevant, and no other policy flags apply.
Stewart has served since 2009 and PMT's 3-year TSR exceeds the REM (iShares Mortgage Real Estate ETF) benchmark by +4.0 percentage points, well short of the 65-point threshold; her mortgage sector background at Fannie Mae is relevant, attendance meets the 75% threshold, and no other flags were identified.
All three Class II trustee nominees pass the TSR performance screen — PMT's 3-year price return of +41.6% outperforms the REM (iShares Mortgage Real Estate ETF) by +4.0 percentage points, far below the 65-point threshold required to trigger an against vote for companies with strong positive absolute returns. No overboarding, independence, attendance, or qualification concerns were identified for any nominee, and the board discloses a skills matrix.
Say on Pay
✓ FORCEO
David A. Spector
Total Comp
N/A
Prior Support
93%%
The compensation paid directly by PMT to its CEO consists entirely of equity awards — $1,399,994 in total — with no cash salary or bonus paid by the company itself, as PMT is externally managed by PFSI. The pay mix is 100% variable equity (55% performance-based restricted share units tied to ROE and relative TSR, 45% time-based restricted share units), which is well above the policy's 50-60% variable pay threshold. PMT's 3-year TSR of +41.6% outperforms the REM (iShares Mortgage Real Estate ETF) benchmark by +4.0 percentage points, so above-benchmark incentive pay would be justified on a pay-for-performance basis, and the company received 93% shareholder support on its most recent say-on-pay vote, well above the 70% threshold. The company also maintains a meaningful clawback policy covering all Section 16 officers, satisfying that governance requirement.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
17 yrs
Audit Fees
$2,833,300
Non-Audit Fees
$1,808,727
The non-audit fees paid to Deloitte in 2025 — including audit-related fees of $294,400, tax fees of $284,327, and other fees of $1,230,000 — total $1,808,727, which represents approximately 64% of the $2,833,300 in core audit fees. This exceeds the policy's 50% threshold, raising concerns about auditor independence. The 'All Other Fees' category jumped significantly from $295,000 in 2024 to $1,230,000 in 2025 due to agreed-upon procedures related to financing transactions; while this may be somewhat transaction-driven, the policy does not automatically waive the trigger for one-time items, and the ratio breach is material enough to warrant an against vote.
Overall Assessment
PMT's 2026 annual meeting presents three standard proposals: director elections, auditor ratification, and a say-on-pay advisory vote. The director election and say-on-pay proposals earn FOR votes based on solid TSR performance relative to the REM benchmark and a well-structured, fully equity-based pay program; however, the auditor ratification earns an AGAINST vote because non-audit fees paid to Deloitte in 2025 exceeded the core audit fees by 64%, surpassing the policy's 50% independence threshold primarily due to a large jump in financing-transaction-related fees.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing