Lisa M. Shalett
PennyMac Financial ServicesAbout Lisa M. Shalett
Independent director of PennyMac Financial Services, Inc. (PFSI) since October 2020; age 58. Former Partner at Goldman Sachs and former Managing Partner at Brookfield Asset Management, with leadership roles spanning equities, compliance, legal, internal audit, brand marketing and digital strategy; Harvard MBA and Harvard BA, summa cum laude. Current PFSI committee roles: Chair, Nominating & Corporate Governance; member, Related Party Matters; member, Risk; previously served on Audit through December 31, 2024. Board determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Partner; leadership in Equities, Global Compliance, Legal & Internal Audit, Brand Marketing & Digital Strategy | ~20 years | Senior leadership across control and commercial functions |
| Brookfield Asset Management Ltd. | Managing Partner; first Head of Strategic Innovation | Former | Led strategic innovation initiatives at the firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MPower Partners Fund L.P. | Board member | Current | Growth investing oversight |
| Lord Abbett Alternatives Fund Boards | Trustee | Current | Fund governance |
| Extraordinary Women on Boards | Co‑founder | Current | Community of women board directors focused on board excellence |
| FTAC Emerald Acquisition Corp | Director | 2021–2025 | SPAC board service |
| Brookfield Property Partners L.P. | Director | 2015–2018 | Real estate board experience |
| Bully Pulpit Interactive LLC | Director | 2017–2022 | Marketing/communications board experience |
| AccuWeather, Inc. | Director | 2019–2023 | Tech/data board experience |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member, Related Party Matters; member, Risk; served on Audit until December 31, 2024.
- Independence: Board affirms 82% of directors independent, including Lisa Shalett.
- Engagement: Board held 15 meetings in FY2024; each incumbent director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting; independent directors hold regular executive sessions led by the Lead Independent Director.
- Board evaluations: Nominating & Corporate Governance (chaired by Shalett) oversees annual Board/committee assessments, typically with an external evaluator.
- Lead Independent Director: Jeffrey A. Perlowitz (term to Feb 2028).
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair (Shalett) | 4 |
| Related Party Matters | Member (Shalett) | 5 |
| Risk | Member (Shalett) | 4 |
| Audit | Member (until 12/31/2024) | 12 |
Fixed Compensation
- Director cash retainers (FY2024): base $92,500; committee membership: Audit $10,000; Compensation $7,750; Finance $7,750; Nominating & Corporate Governance $7,750; Related Party Matters $7,750; Risk $10,000; committee chair adders: Audit $12,000; Compensation $10,750; Finance $10,750; Nominating & Corporate Governance $10,750; Related Party Matters $10,750; Risk $12,000.
| Item | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $121,000 |
| Stock Awards (RSUs, grant-date fair value) | $157,460 |
| Total | $278,460 |
| Equity Grant Detail (FY2024) | Value/Units |
|---|---|
| Annual RSU grant (2/29/2024) | 1,854 RSUs; $84.93 per share grant-date value |
| Vesting | RSUs vest on first anniversary of grant |
- Optional election: non-management directors may elect fully vested shares in lieu of cash fees.
- Change-of-control: non-management director equity awards must be assumed/continued or will fully vest if not; if assumed, vesting continues per plan.
Performance Compensation
| Element | Structure | Metrics | Vesting/Notes |
|---|---|---|---|
| Director Equity | Time-based RSUs | No performance metrics for non-management directors | RSUs vest on first anniversary of grant; change-of-control treatment per plan |
PFSI’s performance-conditioned awards and metrics (ROE, leverage ratio, individual multiplier) apply to executives, not directors.
Other Directorships & Interlocks
- Current boards: MPower Partners Fund L.P.; Lord Abbett Alternatives Fund Boards; cofounder of Extraordinary Women on Boards.
- Prior public/private boards: FTAC Emerald Acquisition Corp (2021–2025), Brookfield Property Partners L.P. (2015–2018), Bully Pulpit Interactive LLC (2017–2022), AccuWeather, Inc. (2019–2023).
- Structural governance dynamic at PFSI: HC Partners LLC (HCP) holds nomination rights (up to two directors; one per committee subject to independence) and certain bylaw protections per Amended & Restated Stockholder Agreement.
Expertise & Qualifications
- Finance, compliance, and risk oversight from Goldman Sachs leadership; strategic innovation and operations from Brookfield; technology/marketing expertise via corporate roles and prior boards; global perspective.
- As Nominating & Corporate Governance Chair, oversees director selection criteria, stock ownership guidelines, and ESG/sustainability oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/31/2025) | 9,595 shares; <1% of outstanding |
| Shares outstanding (3/31/2025) | 51,658,984 |
| RSUs held (12/31/2024) | 1,854 unvested RSUs (annual director grant) |
| Shares pledged as collateral | None (Company states none of the shares in the table are pledged) |
| Director ownership guidelines | ≥5x base annual retainer; expected within 5 years; annual compliance review |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance; active committee service (Risk; Related Party Matters; prior Audit); Board uses external evaluator for annual assessments; robust anti‑hedging/anti‑pledging policy; director ownership guidelines support alignment; regular executive sessions and majority independent Board.
- Compensation alignment: Significant equity component via annual RSUs and ability to elect stock in lieu of cash fees; director pay unchanged in FY2024 despite consultant noting market increases, indicating restraint.
- Structural conflict risks: Extensive related‑party dealings with PennyMac Mortgage Investment Trust (PMT) (management, servicing, mortgage banking services, MSR recapture, loan sales) create ongoing conflict landscape; Shalett’s membership on Related Party Matters Committee is intended to mitigate through independent oversight.
- Shareholder signals: Say‑on‑pay support: 2024 ~99.0% For; 2023 82.6%; 2022 98.7%—favorable investor sentiment toward compensation governance.
- Red flags to monitor: HCP’s nomination and committee seat rights expand influence; ensure continued robust independence checks; isolated tax gross‑ups observed only for retirement gifts to departing directors (not Shalett), not systemic.
Compensation Peer Group (context for PFSI governance benchmarking)
Essent Group, Fidelity National Financial, First American Financial, MGIC, Mr. Cooper, OneMain, Radian, Redwood Trust, Rithm Capital, Rocket Companies, SLM, UWM Holdings, Walker & Dunlop, Zillow Group.