Jeffrey A. Perlowitz
PennyMac Financial ServicesAbout Jeffrey A. Perlowitz
Jeffrey A. Perlowitz, age 68, has served on PennyMac Financial Services, Inc. (PFSI)’s Board since February 2019 and is the Independent Lead Director (initially elected in February 2021; re-elected in February 2025 for a term through February 2028). He is retired, and previously was Managing Director and Co‑Head of Global Securitized Markets at Citigroup and its predecessors from 1998–2016. He holds a B.S. in Economics and Accounting from SUNY Albany, and brings deep mortgage finance and securitization expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup and predecessors | Managing Director, Co‑Head Global Securitized Markets | 1998–2016 | Led sales/trading of residential/commercial mortgages and consumer products |
| PennyMac Financial Services, Inc. | Independent Lead Director | 2021–present | Presides over executive sessions; agenda input; coordinates committee chairs; re‑elected Feb 2025 for 3‑year term |
| PennyMac Financial Services, Inc. | Director | 2019–present | Member of Audit, Compensation, Finance, Risk |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CION Ares Diversified Credit Fund | Director | Current | External public/registered fund directorship |
Board Governance
- Independence: The Board determined 82% of directors are independent under NYSE rules; Perlowitz is listed among independent directors .
- Role: Independent Lead Director with responsibilities including presiding over executive sessions, reviewing agendas/materials, and coordinating with committee chairs; re‑elected February 2025 for a term through February 2028 .
- Committees: Audit, Compensation, Finance, Risk (not a chair) .
- Attendance: In 2024, the Board held 15 meetings; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Director limits and refresh: Limits on number of outside public boards; annual Board elections; robust refresh processes .
Fixed Compensation
- Structure (as of fiscal 2024): Base annual retainer $92,500; Independent Lead Director add’l $30,000; Committee member retainers (Audit $10,000; Compensation/Finance/NCG/RPM $7,750; Risk $10,000); Committee chair retainers (Audit $12,000; Compensation $10,750; Finance $10,750; NCG $10,750; RPM $10,750; Risk $12,000) .
- Directors may elect to receive fees in fully vested shares in lieu of cash; change of control provisions for director equity awards .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022 | $135,500 | $145,000 | $280,500 |
| 2023 | $139,406 | $145,000 | $284,406 |
| 2024 | $148,000 | $157,460 | $305,460 |
Performance Compensation
- Director equity is time‑based RSUs (no performance metrics). Annual RSU grants vest on the first anniversary of grant date; 2024 annual grant valued at $157,460; grants to new directors prorated .
- RSU grant details:
| Year | Grant Date | Number of RSUs | Grant Date Fair Value per Share | Vesting |
|---|---|---|---|---|
| 2023 | Feb 24, 2023 | 2,387 | $145,000 total; time‑based RSUs vest at 1‑year | |
| 2024 | Feb 29, 2024 | 1,854 | $84.93 per share | 1‑year cliff vest |
Other Directorships & Interlocks
- HCP nomination rights: HC Partners LLC (HCP) has rights to nominate up to two directors; Jacobson and Mazzella are HCP nominees, indicating investor representation on the Board .
- Related Party oversight: The Related Party Matters Committee (RPM) manages potential conflicts with PennyMac Mortgage Investment Trust (PMT) and related parties; Perlowitz is not a member of RPM .
Expertise & Qualifications
- Mortgage finance and securitization specialist; extensive background in securitized markets and mortgage assets .
- Committee breadth across Audit, Finance, Compensation, and Risk supports broad oversight of financial reporting, liquidity/capital strategy, pay practices, and enterprise risk .
Equity Ownership
- None of his shares are pledged; Company policy restricts hedging/pledging by directors .
- Non‑management director ownership guidelines: 5× base annual retainer; directors with ≥5 years on Board are in compliance (Perlowitz joined 2019; at five years as of 2024, Board indicates compliance for that cohort) .
| As of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mar 31, 2023 | 12,219 | <1% |
| Mar 31, 2024 | 14,606 | <1% |
| Mar 31, 2025 | 16,460 | <1% |
Governance Assessment
- Strengths:
- Independent Lead Director with renewed mandate through Feb 2028, signaling Board confidence and continuity of independent oversight .
- Active roles on Audit, Compensation, Finance, and Risk committees provide comprehensive governance coverage .
- Robust ownership, anti‑hedging/anti‑pledging policies; no pledged shares; majority‑vote standard for director elections; regular executive sessions .
- Director equity structure time‑based RSUs fosters alignment without encouraging short‑term risk; RSU vesting one year .
- Board independence affirmed; no material relationships identified for Perlowitz .
- Watch items:
- Investor representation via HCP nominations (Jacobson, Mazzella) and extensive PMT relationships necessitate ongoing RPM oversight; Perlowitz is not on RPM but Board maintains robust conflict procedures .
- Director compensation has trended upward consistent with market reviews; continued monitoring for pay‑for‑service balance is prudent .
Say‑On‑Pay & Shareholder Feedback (context)
| Year | Say‑On‑Pay Approval (%) |
|---|---|
| 2022 | 98.7% |
| 2023 | 82.6% |
| 2024 | ~99.0% |
- Board and Compensation Committee actively reviewed stakeholder feedback and maintained ROE‑based incentives for executives; strong recent support indicates investor confidence in compensation governance .
Related Party Transactions & Conflicts
- RPM Committee oversees transactions/conflicts with PMT and other related parties; independent membership and defined approval processes mitigate conflicts .
- Board independence review found no material relationships for Perlowitz beyond director service and common stock ownership .
Committee Assignments, Chair Roles, and Engagement
- Audit Committee: Member; committee met 12 times in 2024 and issued report; all members independent .
- Compensation Committee: Member; independent members; responsible for NEO and director pay policies .
- Finance Committee: Member; oversight of capital structure, liquidity, investment policies; all members independent .
- Risk Committee: Member; oversight of enterprise risk (credit, compliance, cyber, climate, litigation); independent membership .
- Executive Sessions: Independent directors meet regularly; presided by the Lead Independent Director .
RED FLAGS
- None identified specific to Perlowitz in company disclosures: no pledging/hedging, no related‑party transactions involving him, independent status affirmed .
- Board interlocks (HCP nominees; PMT relationships) remain structural risks mitigated through committee oversight (RPM) .
Overall governance signal: Positive. Perlowitz’s extended Lead Independent Director term, multi‑committee engagement, independence, and consistent attendance support board effectiveness; equity and fee structures align with market practice and stockholder alignment, with strong say‑on‑pay context bolstering investor confidence .