Patrick Kinsella
PennyMac Financial ServicesAbout Patrick Kinsella
Independent director (since July 2014) and Chair of the Audit Committee; age 71. Former KPMG Senior Audit Partner (35+ years) focused on financial services, adjunct professor at USC Marshall (2011–2020), B.S. from California State University, Northridge, and licensed CPA (CA). The Board designates him an “audit committee financial expert” and has affirmed his independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Senior Audit Partner (financial services clients) | Retired May 2013; >35 years | Deep audit/ICFR expertise across banks, mortgage, real estate; informs Audit Chair oversight. |
| USC Marshall School of Business | Adjunct Professor | Aug 2011 – May 2020 | Academic perspective on governance/accounting; enhances board oversight. |
| Wrap Technologies, Inc. | Director (prior) | Not disclosed | Additional public board experience. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Wrap Technologies, Inc. | Director | Prior | Only prior public directorship disclosed. No current public boards disclosed. |
Board Governance
- Committee assignments: Audit (Chair), Related Party Matters, and Risk. The Audit Committee met 12 times in 2024; Related Party Matters met 5 times; Risk met 4 times. The full Board met 15 times in 2024.
- Independence and expertise: Board determined him independent; designated “audit committee financial expert” under SEC rules.
- Attendance and engagement: Each incumbent director attended at least 75% of Board/committee meetings in 2024; independent directors meet in regular executive sessions led by the lead independent director.
- 2025 shareholder vote: Re‑elected with 45,452,638 “For” vs 107,543 “Against” (1,299 abstentions; broker non‑votes 4,104,588), indicating strong support.
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Detail |
|---|---|---|
| Base annual retainer | $92,500 | Standard for all non‑management directors. |
| Committee membership fees | $27,750 | Audit $10,000; Risk $10,000; Related Party Matters $7,750. |
| Committee chair fee | $12,000 | Audit Committee Chair. |
| Total cash fees earned (FY2024) | $132,250 | Sum reconciles to reported “Fees Earned” for Kinsella. |
| Shares in lieu of cash policy | Electable | Directors may elect fully vested shares instead of cash fees. |
- 2024 Director Compensation (reported): Fees earned $132,250; stock awards $157,460; total $289,710.
Performance Compensation
| Equity Award | Grant Date | Units/Shares | FV/Share | Grant-Date Fair Value | Vesting | Performance Metrics | Change-of-Control Treatment |
|---|---|---|---|---|---|---|---|
| RSUs (time-based) | Feb 29, 2024 | 1,854 | $84.93 | $157,460 | Vest on first anniversary (1‑year) | None (time‑based only) | If awards are not assumed/substituted/continued by acquirer, they become fully vested. |
- Non‑management director equity is time‑based; no PSU/option performance metrics apply to directors.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Wrap Technologies, Inc. | Technology/Public Safety | Former Director | No interlocks with PFSI customers, suppliers, or competitors disclosed. |
Expertise & Qualifications
- Financial reporting and audit: Former KPMG senior audit partner; designated “audit committee financial expert.”
- Mortgage/financial services domain expertise: Longstanding service provider to banks, mortgage and real estate companies; aligns with PFSI’s business.
- Academic and CPA credentials: USC adjunct professor background and licensed CPA (CA).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned (Mar 31, 2025) | 28,450 | Less than 1% of outstanding shares (51,658,984). None of these shares are pledged. |
| Unvested director RSUs outstanding (Dec 31, 2024) | 1,854 | From 2024 annual RSU grant. |
| Ownership guidelines | 5x base retainer (stock + unvested RSUs) | Directors expected to meet within 5 years; all directors with 5+ years on the Board are in compliance. |
Governance Assessment
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Strengths:
- Seasoned audit leader with deep financial services exposure; serves as Audit Chair and SEC-designated financial expert, supporting robust financial reporting oversight.
- Strong engagement: frequent committee activity (12 Audit meetings) and Board meeting cadence; at least 75% attendance threshold met by all incumbents.
- Alignment mechanisms: meaningful equity retainer (annual RSUs), robust 5x retainer stock ownership guideline, and anti‑hedging/anti‑pledging policy for directors.
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Conflict management:
- Member, Related Party Matters Committee overseeing PMT and broader related‑party conflicts (e.g., management, servicing, and other agreements), with formal policy requiring committee/independent director approval at arm’s‑length terms.
-
Shareholder support and sentiment:
- Strong 2025 re‑election support (45.45M For vs 0.11M Against).
- Say‑on‑pay approvals: 2024 99.0%, 2023 82.6%, 2022 98.7%; sustained investor engagement program.
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Watch items / potential red flags:
- Structural related‑party complexity with PMT requires continued vigilance; Kinsella’s role on the Related Party Matters Committee is important to mitigate perceived conflicts. No Kinsella‑specific related‑party transactions were disclosed.
- Director pay is standard market practice with time‑based RSUs; absence of performance conditions for director equity is typical, but investors may scrutinize overall board equity if governance concerns arise.
Overall, Kinsella’s audit depth, independent status, committee leadership, and demonstrated investor support are constructive for board effectiveness and investor confidence, with ongoing attention warranted to the PMT related‑party framework managed through independent committee oversight.