Jonathon S. Jacobson
PennyMac Financial ServicesAbout Jonathon S. Jacobson
Independent director of PennyMac Financial Services, Inc. since February 2021; age 63. He is Non‑Executive Chairman of HighSage Ventures LLC (formed in 2019 to manage his family assets), and previously founded and led Highfields Capital Management LP (1998–2021) after serving as a senior portfolio manager at Harvard Management Company, Inc. He holds an MBA from Harvard Business School and a BS in Economics from the University of Pennsylvania, and brings deep investing and financial services expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighSage Ventures LLC | Non‑Executive Chairman | 2019–present | Oversees family office investing platform |
| Highfields Capital Management LP | Founder, CIO & CEO | 1998–2021 | Led multi‑strategy investment firm; prior senior PM at Harvard Management Company |
| Harvard Management Company, Inc. | Senior Portfolio Manager | Pre‑1998 | Public markets investing for Harvard endowment |
| UNC Charlotte Football | Assistant Head Coach & Senior Advisor | Dec 2022–Dec 2024 | Senior advisory role (non-financial) |
External Roles
| Organization | Position | Status | Notes |
|---|---|---|---|
| Lone Pine Capital LLC | Advisory Board | Current | External advisory role |
| Novo Capital Investors | International Advisory Committee | Current | External advisory role |
| One8 Foundation | Co‑Trustee | Current | Philanthropic foundation; he shares voting/investment authority over its PFSI holdings and disclaims pecuniary interest in those shares |
| iHeartMedia, Inc.; iHeartCommunications, Inc. | Director | Former | Prior public company board experience |
| Gilman School | Lifetime Trustee | Current | Investment Committee experience |
| Brandeis University | Vice Chairman, Board of Trustees | Former | Governance leadership |
| Israel’s Institute for National Security Studies | International Board of Trustees, Chair | Former | Board leadership |
| Weizmann Global Endowment Management Trust | Investment Committee | Former | Endowment oversight |
| Harvard Business School | Board of Dean’s Advisors | Former | Advisory role |
Board Governance
- Independence: The Board determined Jacobson is independent under NYSE rules; 82% of PFSI directors are independent .
- Committees: Finance Committee member; Nominating & Corporate Governance Committee member (not a chair) .
- Attendance and engagement: The Board met 15 times in FY2024; each incumbent director attended at least 75% of aggregate Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels (FY2024): Finance (4 meetings); Nominating & Corporate Governance (4 meetings) .
- Lead Independent Director: Jeffrey A. Perlowitz (through Feb 2028); independent directors meet in regular executive sessions .
- Nomination rights/interlocks: Under a stockholder agreement, HC Partners LLC (HCP) may nominate two directors; HCP re‑nominated Jacobson and Mazzella. HCP owns 30.5% of outstanding shares, indicating significant influence; the Board nevertheless affirmed Jacobson’s independence .
Fixed Compensation
| Component (FY2024) | Amount/Detail | Source |
|---|---|---|
| Base annual retainer (non‑management directors) | $92,500 | |
| Committee retainers | Finance Committee $7,750; Nominating & Corporate Governance $7,750 | |
| Total cash fees earned (Jacobson) | $108,000 | |
| Equity grant (annual RSU) | $157,460 grant‑date fair value; 1,854 RSUs at $84.93 per share (2/29/2024) | |
| Delivery election | Board policy allows directors to elect fully vested shares in lieu of cash fees; in 2024 Mazzella and Nanji elected shares; no election disclosed for Jacobson | |
| Program changes YoY | Compensation consultant indicated an increase may be warranted, but no changes were made to director compensation for FY2024 | |
| Stock ownership guideline | 5× base annual retainer; expected within 5 years; those ≥5 years are in compliance |
Notes: Non‑management director RSUs generally vest on the first anniversary of grant; change‑of‑control terms require assumption or substitution, otherwise awards vest .
Performance Compensation
Non‑management director compensation at PFSI does not include performance‑conditioned equity or cash; equity awards are time‑based RSUs vesting on the first anniversary.
| Instrument | Performance Metric | Vesting | Notes |
|---|---|---|---|
| RSUs (Jacobson) | None (time‑based) | 1‑year cliff (annual grant cycle) | Change‑of‑control handling as disclosed |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Jacobson .
- Prior public company boards: iHeartMedia, Inc.; iHeartCommunications, Inc. .
- Shareholder nomination/interlock: Jacobson and Mazzella are HCP nominees; HCP holds 30.5% of shares and has nomination rights for up to two directors, indicating potential influence over Board composition .
- Shared history among directors: Mazzella (retired Managing Director/General Counsel of Highfields) and Nanji (former Managing Director at Highfields) share prior affiliations with Jacobson’s former firm, Highfields Capital Management, which may create network interlocks (no related‑party transactions are disclosed specific to Jacobson) .
Expertise & Qualifications
- Investing and financial services leadership (Highfields founder/CIO/CEO; Harvard Management Company senior PM) .
- Advisory roles with notable investment firms (Lone Pine Capital; Novo Capital Investors) .
- Governance experience across educational and research institutions; prior public company board service .
- Education: MBA, Harvard Business School; BS, Economics, University of Pennsylvania .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (3/31/2025) | 301,937 shares; “<1.0%” of outstanding; outstanding shares 51,658,984 | |
| Indirect holdings | Includes 294,868 shares owned directly/indirectly by One8 Foundation; Jacobson shares voting/investment authority and disclaims pecuniary interest | |
| Unvested RSUs held (12/31/2024) | 1,854 RSUs (from 2/29/2024 annual grant) | |
| Pledged shares | None of the shares in the named table were pledged as security | |
| Hedging/pledging policy | Company prohibits hedging and pledging by officers, employees, and directors | |
| Ownership guideline | 5× base retainer within 5 years; directors ≥5 years are in compliance (Jacobson joined 2021; within window) |
Governance Assessment
- Independence and committee fit: Board affirmed Jacobson’s independence and placed him on Finance and Nominating & Corporate Governance—committees central to capital allocation, liquidity oversight, director selection, and sustainability/ESG oversight, aligning with his investing background .
- Attendance and engagement: In a high‑activity year (15 Board meetings), all incumbents met at least the 75% threshold and attended the annual meeting, indicating baseline engagement (director‑specific attendance not disclosed) .
- Ownership alignment: Meaningful beneficial ownership reported; no pledging; anti‑hedging/anti‑pledging policy in place; time‑based RSU grants plus 5× retainer guideline support alignment, with a five‑year compliance runway for newer directors .
- Potential conflicts/influence: HCP’s 30.5% ownership and contractual nomination rights (including Jacobson) are material; however, the Board designated him independent and maintains a Related Party Matters Committee to oversee conflicts (Jacobson is not on that committee) .
- Director pay structure: Balanced cash/equity mix with one‑year RSU vesting; no performance metrics for director equity; program unchanged in 2024 per compensation consultant review, limiting pay inflation risk at the Board level .
- Investor sentiment: Say‑on‑pay support has been strong (approx. 99.0% in 2024; 82.6% in 2023; 98.7% in 2022), a constructive signal for governance practices and compensation oversight, though focused on executives rather than directors .