Joseph Mazzella
PennyMac Financial ServicesAbout Joseph Mazzella
Independent director at PennyMac Financial Services, Inc. since 2012; age 72. Retired Managing Director and General Counsel of Highfields Capital Management (joined 2002; retired March 2017). Earlier roles include partner at Nutter, McClennen & Fish LLP; attorney at the SEC (1978–1980); and law clerk in the Superior Court of the District of Columbia. Education: B.A. City College of New York; J.D. Rutgers University School of Law. The Board affirms his independence under NYSE rules; HCP retains nomination rights and re-nominated him in 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highfields Capital Management L.P. | Managing Director & General Counsel | 2002–2017 | Senior legal leadership at major investment firm |
| Nutter, McClennen & Fish, LLP | Partner | Prior to 2002 | Corporate/legal practice in Boston |
| U.S. Securities and Exchange Commission | Attorney | 1978–1980 | Federal securities regulation experience |
| Superior Court of the District of Columbia | Law Clerk | Prior to 1978 | Judicial clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insurance Auto Auctions, Inc. | Chairman of the Board | Prior | Public company board leadership |
| Alliant Techsystems, Inc. | Director | Prior | Public company directorship |
| Data Transmission Networks Corporation | Director | Prior | Public company directorship |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member); Related Party Matters (Chair).
- Independence: Board determined Mazzella is independent; 82% of directors are independent.
- Attendance and engagement: Board held 15 meetings in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Related Party Matters Committee met 5 times; Nominating & Corporate Governance met 4 times in FY2024.
- Nomination rights: HC Partners LLC (HCP) has rights to nominate two directors (based on ownership); re-nominated Mazzella in 2025, and may nominate one member to each committee subject to independence criteria.
Fixed Compensation
| Component | Structure | Mazzella FY2024 Actual |
|---|---|---|
| Base annual retainer (non-management director) | $92,500 | $92,500 |
| Committee membership – Nominating & Corporate Governance | $7,750 | $7,750 |
| Committee membership – Related Party Matters | $7,750 | $7,750 |
| Committee chair – Related Party Matters | $10,750 | $10,750 |
| Fees earned or paid in cash | – | $118,750 (elected to receive in fully vested shares) |
| Annual equity grant (RSUs) | $157,460 grant-date value; vests on 1st anniversary | $157,460 (1,854 RSUs @ $84.93) |
Policy highlights:
- Non-management director RSUs vest on first anniversary of grant date; change-of-control provisions allow full vesting if awards are not assumed or substituted.
- Directors may elect to receive cash fees in fully vested common shares in lieu of cash, valued at market price on the last trading day before payment. Mazzella elected shares for his fees in FY2024.
Performance Compensation
- PFSI does not disclose performance-based metrics for non-management director pay; director equity is time-based RSUs only (no PSUs or options for directors).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| HCP nomination rights | HCP can nominate up to two directors and one member per Board committee (subject to independence); re-nominated Mazzella in 2025. Potential governance interlock via shareholder rights. |
| PMT related-party oversight | As Chair of Related Party Matters Committee, Mazzella oversees conflicts arising between PFSI and PennyMac Mortgage Investment Trust (PMT) and other related parties; committee met 5 times in FY2024. |
Expertise & Qualifications
- Legal and governance expertise: Former GC of a large investment firm; SEC attorney background; extensive board leadership.
- Mortgage/financial services familiarity via Highfields and board history; designated independent director.
- Committee leadership on conflicts/governance (Related Party Matters Chair; Nominating & Corporate Governance member).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 267,043 | Includes 165,031 shares held by Mazzella Family Irrevocable Trust; he disclaims beneficial ownership of trust shares. |
| % of shares outstanding | <1.0% | Based on 51,658,984 shares outstanding (as of Mar 31, 2025). |
| RSUs held (as of 12/31/2024) | 1,854 | Annual time-based RSU grant. |
| Shares pledged as collateral | None | Company disclosure indicates none of the shares listed are pledged. |
| Ownership guidelines | Directors must hold ≥5x base annual retainer; directors with ≥5 years are compliant. Mazzella meets guideline (director since 2012). |
Insider Trades (past 24 months; pattern overview)
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| May 3, 2024 | Sale | 16,465 | $90.73 | |
| Aug 14, 2024 | Sale | 11,396 | $97.92 | |
| May 2, 2025 | Sale | 9,376 | $98.15–$98.72 | |
| May 2, 2025 | Sale | 1,624 | $98.15–$98.72 |
Pattern signal: multiple open-market sales in 2024–2025 by an independent director; remaining ownership still compliant with guidelines and no pledging. Monitor cadence vs blackout windows.
Related-Party Transactions & Conflict Oversight
- PMT servicing agreement: PFSI provides subservicing to PMT, earning $83.3 million loan servicing fees in FY2024; Related Party Matters Committee oversees policies and approvals on PMT-related agreements.
- HCP stockholder agreement: As of Dec 31, 2024, HCP’s amended agreement grants nomination rights (Board and committees) and consent rights on adverse charter/bylaw amendments, based on ownership thresholds—raises governance interlock considerations given Mazzella’s former Highfields role and HCP nomination.
Director Compensation Mix (FY2024)
| Component | Cash | Equity (RSUs) | Total |
|---|---|---|---|
| Joseph Mazzella | $118,750 (elected in stock) | $157,460 | $276,210 |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 2024 approval ~99.0%; 2023 ~82.6%; 2022 ~98.7%—indicates strong investor support with one year of lower approval addressed via enhanced disclosures and pay-for-performance alignment.
- 2025 shareholder vote outcomes: Mazzella re-elected (45,330,820 For; 229,361 Against); Say-on-Pay passed (41,280,206 For; 4,240,564 Against).
Governance Assessment
- Board effectiveness: Mazzella brings deep legal/regulatory expertise and conflict oversight experience; independence affirmed and guideline-compliant equity ownership supports alignment. Chairing Related Party Matters Committee is a positive governance signal given material related-party flows with PMT.
- Potential conflicts/interlocks: HCP’s nomination and committee rights create a structural interlock; transparency is strong, with dedicated committee oversight and robust codes and guidelines. Continue monitoring any HCP-related actions affecting committee composition or approvals.
- Attendance/engagement: Meets attendance expectations; participates in committees central to governance quality (N&CG; Related Party).
- Risk indicators: No pledging; director fees elected into stock (alignment); insider sales are typical but should be tracked for timing; no disclosed legal proceedings tied to Mazzella; robust anti-hedging/anti-pledging policies apply.
RED FLAGS
- Structural nomination rights by HCP (re-nomination of Mazzella; one member per committee) may reduce board autonomy without vigilance—mitigated by independence requirements and formal committee oversight.
POSITIVE SIGNALS
- Independent chairing of conflict committee (Related Party Matters) and compliance with stringent stock ownership guidelines.
MONITORING ITEMS
- Ongoing related-party economics with PMT and any amendments approved under Mazzella’s committee.
- Insider sale cadence vs blackout periods; continued compliance with ownership guidelines.