Mark Elbaum
About Mark Elbaum
Senior Managing Director and Chief Capital Markets Officer (since February 2025) overseeing capital markets activities, investment strategy execution, secondary marketing, servicing asset valuation, hedging, and GSE capital markets strategies; previously led Strategic Initiatives and served as interim Chief Investment Officer beginning October 2024 . Age 62; M.A. in Accounting (USC) and a Certified Public Accountant, with prior CFO roles at Home Point Financial, Marlette Funding, Merrill Lynch/Bank of America Wealth Management, and leadership finance roles at Bank of America’s mortgage division and Countrywide . Company performance metrics tied to incentive design include ROE and relative TSR; FY2024 actuals used for PSU payouts were ROE 8.4% and TSR percentile 33.3% . PMT highlights strong shareholder returns vs. the broader mortgage REIT industry across 2021–2024, with dividends reinvested in total return comparisons .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PennyMac Mortgage Investment Trust (PMT) | Interim Chief Investment Officer | Oct 2024–Feb 2025 | Led PMT capital markets transition after CIO departure; continuity of hedging, pricing, and execution strategies . |
| PennyMac Mortgage Investment Trust (PMT) | Senior Managing Director & Chief Capital Markets Officer | Feb 2025–Present | Oversees investment strategies, secondary marketing, servicing MSR valuation, hedging, and GSE execution . |
| Home Point Financial | Chief Financial Officer | 2020–2023 | CFO leadership at mortgage originator/servicer; capital markets and finance oversight . |
| Marlette Funding, LLC | Chief Financial Officer | 2018–2020 | Consumer finance fintech CFO; controls, funding, capital markets . |
| Merrill Lynch (Bank of America Wealth Mgmt) | Chief Financial Officer | 2011–2017 | Large-scale finance leadership; balance sheet and risk discipline . |
| Bank of America – Mortgage Lending Division | Chief Financial Officer | Not disclosed | Mortgage division CFO responsibilities (capital markets, funding, risk) . |
| Countrywide Financial Corp. – Residential Lending Division | Chief Financial Officer | Not disclosed | Mortgage lending finance leadership; operational and risk management . |
Fixed Compensation
PMT is externally managed and does not pay cash salary or bonuses to executive officers; compensation is paid by PennyMac Financial Services, Inc. (PFSI). PMT grants only equity-based awards to align executives with shareholder outcomes; PMT maintains no employment agreements, no severance, and no perquisites/excise tax gross-ups for executive officers .
| Item | PMT Policy |
|---|---|
| Base salary (PMT) | None; executives are paid by PFSI . |
| Cash bonus (PMT) | None . |
| Long-term incentives (PMT) | PSUs and RSUs under 2019 Equity Incentive Plan . |
| Vesting minimums | ≥1-year on 95% of awards; typical 3-year equal annual vesting . |
| Severance (PMT) | None for executive officers . |
| Perquisites / tax gross-ups | Not provided . |
| Clawback policy | Dodd-Frank/NYSE-compliant clawback adopted Sept. 2023 (Section 16 officers); additional 2018 clawback for Senior Managing Directors . |
| Insider trading controls | Pre-clearance; trading limited to open windows; Rule 10b5-1 plans allowed only in open windows and pre-approved; no hedging/pledging/short sales/margin trading . |
Performance Compensation
PMT’s PSU program uses two equally weighted metrics—ROE and Relative TSR—measured over three one-year periods (2024–2026), with annual and cumulative payout mechanics; RSUs vest ratably over three years starting one year post-grant . Specific award amounts for Mr. Elbaum are not disclosed; the table below summarizes PMT’s incentive framework and FY2024 attainment used for payouts.
| Metric | Weighting | Target | FY2024 Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Return on Equity (ROE) | 50% | 8.0% cumulative annualized ROE | 8.4% | Linear from 6% (50%) to 12% (200%); annual or cumulative (once) | PSUs: equal annual installments over 3 years; RSUs: equal annual installments over 3 years . |
| Relative TSR (vs. peer group) | 50% | 40th–60th percentile (100%) | 33.3% percentile | <20% (0%), 20–40% (50%), 40–60% (100%), 60–80% (150%), ≥80% (200%) | PSUs: equal annual installments over 3 years; RSUs: equal annual installments over 3 years . |
Multi-year PSU context and 2024 payout factors used across grant cohorts:
| PSU Cohort | ROE Target | TSR Target | FY2024 Actuals | 2024 Payout (as applied to cohort) |
|---|---|---|---|---|
| 2022 PSU (FY2022–FY2024) | 8% | <50% TSR modifier | ROE 8.4%, TSR 33.3% | 110.2% . |
| 2023 PSU (FY2023–FY2025) | 8% | 40–60% | ROE 8.4%, TSR 33.3% | 80.1% . |
| 2024 PSU (FY2024–FY2026) | 8% | 40–60% | ROE 8.4%, TSR 33.3% | 80.1% . |
Design changes in 2024 increased the ROE maximum threshold to 12% with 200% max vesting to raise performance rigor in a challenging macro backdrop .
Equity Ownership & Alignment
| Policy/Guideline | Requirement/Status |
|---|---|
| Executive stock ownership guidelines | $2,000,000 CEO; $500,000 for other executive officers; 5-year compliance window; annual monitoring; executives ≥5 years are in compliance . |
| Pledging/hedging | Prohibited; no short sales, margin trading, or derivatives on PMT securities . |
| Trading plans | Rule 10b5-1 plans permitted only in open windows and pre-approved . |
| Dividend equivalents on RSUs | RSUs entitle recipients to dividend equivalents during vesting . |
| Beneficial ownership disclosures | Company disclosed officer/trustee holdings as of March 31, 2025; Elbaum’s individual holdings were not listed; group total 797,937 shares (0.92%) across 15 persons; none of the disclosed shares pledged . |
Employment Terms
| Item | Detail |
|---|---|
| Current role | Senior Managing Director & Chief Capital Markets Officer (Feb 2025–Present); previously interim CIO starting Oct 2024 . |
| Employment agreement | PMT reports no employment agreements for named executive officers; Elbaum-specific contract terms not disclosed . |
| Severance | PMT provides no severance; equity accelerations governed by award agreements . |
| Change-of-control treatment | Double-trigger acceleration for equity awards; specific PSU/RSU acceleration rules if shares cease trading or if termination occurs in connection with change-in-control; pro rata vesting where applicable; post-CIC PSUs may convert to time-based RSUs absent comparable performance goals . |
| Management agreement term (context) | PMT’s management agreement with Manager (PNMAC Capital Management, LLC) expires Dec 31, 2029, auto-renews 18-month periods unless earlier terminated; certain equity awards accelerate upon termination of management agreement other than for cause . |
Additional Compensation Governance Context
- Say-on-pay approval: ~98% support at 2024, 2023, 2022 annual meetings; robust shareholder engagement and governance enhancements cited .
- Peer group for compensation benchmarking: Added AGNC Investment, Annaly Capital Management, Dynex Capital to mortgage REIT peer set; peer list detailed to align size/industry comparability for executive pay decisions .
- Independent compensation consultant: Pearl Meyer advises Compensation Committee; no conflicts identified .
- Risk controls: Equity-only compensation (PSUs/RSUs), clawbacks, ownership guidelines, and Committee oversight designed to mitigate excessive risk-taking .
Investment Implications
- Alignment: Equity-heavy compensation tied to ROE and peer-relative TSR, combined with strict anti-hedging/pledging and ownership guidelines ($500k for executives), supports long-term alignment with shareholders .
- Retention dynamics: Three-year ratable vesting and double-trigger change-of-control provisions encourage tenure and orderly succession; absence of severance reduces exit cost exposure but places retention emphasis on performance-based equity .
- Execution leverage: Elbaum’s deep capital markets and mortgage finance background (CFO roles at major lenders/wealth management) directly maps to PMT’s hedging, secondary, and GSE execution priorities—key levers for ROE delivery in mortgage REITs .
- Monitoring: Specific grant sizes, ownership levels, or Form 4 activity for Elbaum are not disclosed in PMT’s filings; continue tracking future proxies and 8-Ks for individual award details and insider transactions, alongside PSU/RSU attestation tables and payout factors .