Sunil Chandra
PennyMac Financial ServicesAbout Sunil Chandra
Sunil Chandra (age 54) joined the PennyMac Financial Services, Inc. board in September 2024 as an independent director. He is the founder and CEO of Dyme Digital Inc. and previously served as CEO of OakNorth Bank plc (2019–2021), a Vice President and senior manager at Google (2007–2019), COO for the Technology group at Barclays Capital in Asia (2004–2006), and held leadership roles at McKinsey in Southeast Asia and Greater China. He holds a B.S. in Computer Engineering (University of Wollongong, Australia) and an MBA (Association of Professional Engineers, Scientists and Managers, Australia) . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google LLC | Vice President and senior manager | 2007–2019 | Technology leadership; global operations exposure |
| OakNorth Bank plc | Chief Executive Officer | Aug 2019–Jul 2021 | Led credit intelligence platform leveraging ML for underwriting |
| Barclays Capital (Asia) | Chief Operating Officer, Technology group | 2004–2006 | Technology operations leadership |
| McKinsey & Company | Leadership roles | Not disclosed | Strategy/operations in Southeast Asia & Greater China |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dyme Digital Inc. | Founder & CEO | Current | Climate fintech and travel platform |
Board Governance
- Committee memberships: Nominating & Corporate Governance; Risk .
- Board independence: 82% independent; Chandra included among independent directors .
- Attendance: Board held 15 meetings in FY2024; each incumbent director (for the period served) attended at least 75% of Board and committee meetings . Risk Committee met 4 times in 2024 ; Nominating & Corporate Governance met 4 times in 2024 .
- Lead Independent Director: Jeffrey A. Perlowitz (three-year term expiring Feb 2028) .
- Executive sessions: Independent directors meet privately on a regular basis; at least four per year per guidelines .
- Board evaluation: Annual external evaluator-led assessment overseen by Nominating & Corporate Governance .
Fixed Compensation
Non-management director fee schedule (structure):
| Component | Amount (USD) |
|---|---|
| Base annual retainer (non-management directors) | $92,500 |
| Committee membership retainer – Audit | $10,000 |
| Committee membership retainer – Compensation | $7,750 |
| Committee membership retainer – Finance | $7,750 |
| Committee membership retainer – Nominating & Corporate Governance | $7,750 |
| Committee membership retainer – Related Party Matters | $7,750 |
| Committee membership retainer – Risk | $10,000 |
| Committee chair retainer – Audit | $12,000 |
| Committee chair retainer – Compensation | $10,750 |
| Committee chair retainer – Finance | $10,750 |
| Committee chair retainer – Nominating & Corporate Governance | $10,750 |
| Committee chair retainer – Related Party Matters | $10,750 |
| Committee chair retainer – Risk | $12,000 |
| Lead Independent Director retainer | $30,000 |
Actual FY2024 director compensation (Chandra):
| Metric | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $35,651 |
| Stock awards (grant date fair value) | $76,598 |
| Total | $112,249 |
Other program features:
- Directors may elect to receive fees in fully vested common shares instead of cash; shares equal to forgone cash divided by market value on payment date .
- Stock ownership guidelines: Directors expected to hold common stock and unvested RSUs equal to at least 5x base annual retainer within five years; directors with ≥5 years tenure are in compliance .
Performance Compensation
Annual equity grants and vesting:
| Grant Detail | FY2024 Annual Program | Chandra (Prorated) |
|---|---|---|
| RSU grant value | $157,460 (for non-management directors receiving full grant) | $76,598 |
| Grant date | Feb 29, 2024 (full-year directors) | Sep 4, 2024 |
| RSUs granted (shares) | 1,854 (others) at $84.93/share | 713 at $107.37/share |
| Vesting | RSUs vest on first anniversary of grant date | RSUs vest on first anniversary of grant date |
| Change-of-control | If awards not assumed/continued, they become fully vested | Same |
- Performance metrics: Director RSUs are time-based; no performance metrics disclosed for director equity grants .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | Not disclosed for Chandra in PFSI’s proxy . |
| Interlocks/Shareholder nomination rights | HC Partners (HCP) holds nomination rights: up to two Board seats and one member per committee based on ownership thresholds; Company must use best efforts to elect them; bylaw/certificate changes adverse to HCP restricted while HCP maintains certain ownership . |
Expertise & Qualifications
- Technology, AI/ML, fintech, and global operations expertise; prior leadership across Google, Barclays, McKinsey; CEO experience at OakNorth .
- Governance and risk oversight: Member of Risk Committee and Nominating & Corporate Governance Committee .
Equity Ownership
Security ownership (as of March 31, 2025):
| Holder | Common Stock Beneficially Owned (Number) | % of Outstanding | Notes |
|---|---|---|---|
| Sunil Chandra | — | * (less than 1.0%) | None of reported shares pledged |
RSU holdings (as of Dec 31, 2024):
| Director | RSUs Outstanding |
|---|---|
| Sunil Chandra | 713 |
Insider transactions (SEC Forms):
| Transaction Date | Form | Type | Shares Transacted | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2024-09-04 | Form 3 | Initial report | 0 | 713 | Common Stock | |
| 2025-02-14 | Form 4 | A – Award | 1,547 | 2,260 | Common Stock |
Governance Assessment
- Board effectiveness: Chandra adds depth in technology and AI/ML relevant to cybersecurity and data/IT risks overseen by the Risk Committee; his placement on Risk and Nominating & Corporate Governance aligns with disclosed skillset .
- Independence and attendance: Confirmed independent; attended at least 75% of meetings during period of service in FY2024; supports investor confidence in engagement .
- Compensation and alignment: Cash/equity mix shows majority equity via prorated RSUs with one-year vesting; robust 5x retainer ownership guideline and 5-year compliance window promote alignment, though as a new director he is in early compliance period .
- Potential conflicts: No related-party transactions involving Chandra disclosed. Company maintains a formal related party policy with oversight by the Related Party Matters Committee; extensive transactions with PMT are governed by market-based agreements and committee oversight. HCP nomination rights represent a governance dynamic to monitor but do not implicate Chandra directly based on disclosures .
- RED FLAGS: None disclosed related to Chandra—no pledging/hedging noted; no legal proceedings naming directors for indemnification; attendance threshold met; director equity awards are time-based, no repricing/modifications indicated .
Implications: Chandra’s technology and AI background is additive for risk oversight (including cybersecurity and data infrastructure). His independence, early-stage equity ownership, and committee roles suggest constructive board refreshment without apparent conflicts, while HCP’s structural nomination rights and PMT-related agreements warrant ongoing governance scrutiny at the board level .