Donna M. Corley
About Donna M. Corley
Independent Class I Trustee at PennyMac Mortgage Investment Trust (PMT), age 51, serving since 2023. Former Executive Vice President and Head of Single-Family Business at Freddie Mac (2019–2022), previously Chief Risk Officer for Single-Family (2014–2019) and Senior Vice President of Credit Pricing, Risk Transfer and Securitization (2011–2014), with 27 years at Freddie Mac; holds a B.S. in Business Administration from American University and is a CFA charterholder (1999). At PMT, Corley chairs the Finance Committee and serves on the Risk Committee; the Board affirms her independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freddie Mac | Executive Vice President & Head of Single-Family Business | 2019–2022 | Led client relationships, asset acquisitions, credit and servicing performance, compliance and operational risks of ~$3T mortgage assets portfolio |
| Freddie Mac | Chief Risk Officer, Single-Family | 2014–2019 | Oversight of credit risk, operational and compliance risk for Single-Family business |
| Freddie Mac | SVP, Credit Pricing, Risk Transfer & Securitization | 2011–2014 | Led credit pricing, CRT and securitization execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bite Me Cancer | Board Member; Co-chair, Teen Support Committee | Since 2018 | Non-profit board engagement and program leadership |
Board Governance
- Independence: Board determined 80% of trustees are independent; Corley is among independent trustees.
- Board class and tenure: Class I trustee; trustee since 2023; nominated for term through 2028.
- Attendance: Board held 5 meetings in FY2024; each trustee attended at least 75% of Board/committee meetings during their service.
- Executive sessions: Regular executive sessions of independent trustees; presided over by lead independent trustee.
| Committee | Role | Meetings in 2024 | Oversight Scope |
|---|---|---|---|
| Finance | Chair | 4 | Liquidity, capital structure, investment policies, securitization, hedging/derivatives oversight |
| Risk | Member | 4 | Enterprise risk (production/servicing, credit, compliance, IT/cybersecurity, climate, litigation) |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base annual retainer | 95,000 | Non-management trustee retainer |
| Committee membership fees | 15,500 | Two committees at $7,750 each (Finance, Risk) |
| Committee chair fee (Finance) | 10,750 | Chair retainer for Finance Committee |
| Total cash fees (FY2024) | 121,250 | Corley’s FY2024 fees earned |
Performance Compensation
| Grant Date | Award Type | Shares (#) | Grant-Date Fair Value ($) | Vesting | Dividends During Vesting | Accelerated Vesting Terms |
|---|---|---|---|---|---|---|
| Mar 12, 2024 | RSUs (time-based) | 7,660 | 109,998 | Vest on first anniversary, subject to service | Entitled to cash distributions during vesting | Pro rata/full vest upon certain termination or change-in-control events per trustee RSU policy |
Note: Trustee equity awards are time-based RSUs; no performance metrics disclosed for trustees (PSUs with ROE/Relative TSR apply to named executive officers, not trustees).
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| Bite Me Cancer | Non-profit | Board Member | Co-chair Teen Support | Only external role disclosed; no public company directorships disclosed in PMT proxy |
Expertise & Qualifications
- Mortgage operations and capital markets expertise; leadership of ~$3T Single-Family asset portfolio at Freddie Mac; extensive regulatory experience.
- Deep risk management background (Chief Risk Officer, Single-Family; CRT and securitization leadership).
- CFA charterholder; B.S. in Business Administration (American University).
- At PMT, chairs Finance Committee and serves on Risk Committee, aligning skillset with liquidity, investment policy, and enterprise risk oversight.
Equity Ownership
| Category | Amount | Details |
|---|---|---|
| Beneficial ownership – common shares | 14,207 | <1% of outstanding; none pledged as collateral |
| Unvested RSUs (as of Dec 31, 2024) | 7,660 | Granted Mar 12, 2024; vesting on first anniversary |
| Ownership guidelines | 5× base retainer | Trustees must hold common shares and unvested RSUs equal to ≥ five times base annual retainer; expected to meet within 5 years; compliance reviewed annually |
Governance Assessment
- Strengths: Independent trustee with significant GSE and risk management pedigree; chairs Finance and serves on Risk, directly overseeing capital structure, liquidity, investment policy, and enterprise risk—core to PMT’s external management and mortgage REIT model.
- Alignment: Balanced cash/equity compensation (FY2024 cash fees $121,250; RSUs grant-date value $109,998) and robust trustee ownership guidelines support long-term alignment; no pledging permitted under insider trading policies.
- Engagement: Attendance ≥75% across Board/committees; Board maintains executive sessions and annual evaluations, indicating active governance processes.
- Watch items: PMT’s external management with PFSI inherently introduces related-party risks; oversight is centralized in the Related Party Matters Committee (Corley is not a member), so continued monitoring of committee effectiveness and information flow to Finance/Risk is prudent.
- Compensation structure quality: Trustee pay stable YoY; annual RSU grants are time-based (no performance-linked director awards), minimizing short-term risk incentives while maintaining equity exposure.