Catherine A. Lynch
About Catherine A. Lynch
Independent Class III trustee at PennyMac Mortgage Investment Trust; age 63; trustee since April 2022. She chairs the Audit Committee and serves on the Nominating & Corporate Governance and Related Party Matters Committees; the Board has determined she is an “audit committee financial expert” and independent under NYSE rules. Prior roles include CEO/CIO of the National Railroad Retirement Investment Trust (2008–2016) and First Investment Officer of the George Washington University endowment (1999–2002); education: B.A. Yale University, CFA earned in 1986 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Railroad Retirement Investment Trust | CEO & CIO; earlier executive roles | 2008–2016 (executive roles 2003–2016) | Led investment portfolio management for a national retirement trust |
| George Washington University Endowment | First Investment Officer | 1999–2002 | Established investment program for university endowment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock mutual fund boards (104 portfolios) | Board member; Audit Chair | Ongoing | Oversees audit for a large complex of mutual funds |
| New York State Common Retirement Fund | Chair, Investment Advisory Committee | Ongoing | Provides advisory oversight on investment strategy |
Board Governance
- Independence: The Board determined 80% of trustees are independent; independent trustees include Catherine A. Lynch .
- Committee assignments: Audit Committee (Chair), Nominating & Corporate Governance (member), Related Party Matters (member) .
- Committee activity (2024 meetings): Audit (12), Nominating & Corporate Governance (4), Related Party Matters (13) .
- Board activity: Board held five meetings in 2024; each trustee attended ≥75% of Board and committee meetings; all trustees attended the 2024 annual meeting .
- Lead Independent Trustee and executive sessions: Independent trustees meet in executive session regularly; lead independent trustee presides .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned | $124,876 | Cash retainers and committee/chair fees |
| 2024 Stock Awards (RSUs) | $109,998 | Grant date fair value under ASC 718 |
| 2024 Total | $234,874 | Sum of cash and stock awards |
| Non-Management Trustee Fee Schedule (as of FY2024) | Amount |
|---|---|
| Base annual retainer | $95,000 |
| Committee member retainer (per committee) | $7,750 |
| Committee chair retainer – Audit | $12,000 |
| Committee chair retainer – Nominating & Corporate Governance | $10,750 |
| Committee chair retainer – Related Party Matters | $10,750 |
| FY2024 Equity Grants to Non-Management Trustees | Grant | Vesting |
|---|---|---|
| RSUs (standard annual) | 7,660 RSUs; ~$110,000 grant-date fair value | Vest on first anniversary; dividend equivalents during vesting; subject to forfeiture upon termination (with specified accelerated vesting scenarios) |
Policy note: Trustees may elect shares in lieu of cash fees, but none elected this option in FY2024 .
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None | Non-management trustee equity is time-based RSUs; no performance-based metrics disclosed for trustees |
Other Directorships & Interlocks
- Potential interlock: Lynch chairs Audit for BlackRock mutual fund boards; BlackRock, Inc. is a >5% beneficial owner of PMT (17.5%). No related-party transactions with BlackRock are disclosed; oversight context noted .
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE rules .
- Deep investment and capital markets experience; portfolio management leadership .
- CFA designation; Yale B.A. .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Catherine A. Lynch | 38,581 | <1% | Based on 87,010,608 shares outstanding; none pledged |
| Unvested Trustee RSUs held (as of 12/31/2024) | 7,660 | N/A | Standard annual trustee grant |
Ownership alignment: Non-management trustees must hold common shares and unvested RSUs equal to ≥5x base annual retainer within five years of appointment; compliance reviewed annually (Lynch joined in 2022; five-year window applies) .
Governance Assessment
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Strengths:
- Independent status and Audit Chair role; designated audit committee financial expert, enhancing financial reporting oversight .
- High committee engagement (Audit 12; Related Party Matters 13; Nominating 4 meetings in 2024) supports active oversight across financial reporting, conflicts, and governance .
- Robust anti-hedging/anti-pledging policies for trustees and officers; preclearance and trading windows to mitigate misconduct risk .
- Board-level governance features (majority voting, lead independent trustee, executive sessions, share ownership guidelines) align with investor best practices .
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Conflict oversight:
- External management with PFSI creates inherent related-party dynamics; Lynch’s membership on the Related Party Matters Committee, supported by an independent consultant since 2013, provides structured oversight of management, servicing, and fee arrangements with affiliates .
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Potential red flags:
- Interlock signal: Lynch’s audit chair role for BlackRock mutual funds while BlackRock, Inc. is a significant PMT shareholder could raise perceived influence concerns, though no specific related-party transactions are disclosed in PMT’s proxy .
- Staggered board structure may reduce annual accountability, though majority voting and resignation policy mitigate concerns .
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Attendance/engagement:
- Board/committee attendance threshold met (≥75% for all trustees); all trustees attended 2024 annual meeting, indicating engagement .
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Director pay structure:
- Balanced cash retainer plus time-based RSUs; no performance-linked pay for trustees, which limits pay-for-performance alignment but is typical for REIT boards; fee levels were held despite consultant recommendation to increase, signaling restraint .
Overall, Lynch’s independence, financial expertise, and heavy committee workload—especially in audit and related-party oversight—are positives for investor confidence; the BlackRock mutual fund audit chair role alongside BlackRock’s ownership merits continued monitoring but no direct conflict is disclosed .