Nancy McAllister
About Nancy McAllister
Independent trustee of PennyMac Mortgage Investment Trust since November 2012; age 65. Former Managing Director in Credit Suisse’s Financial Institutions Group (2008–2011) and long‑tenured Lehman Brothers executive (1991–2008), now Senior Advisor to Star Mountain Capital and Star Mountain Stimulus Fund (since April 2013). Holds a B.A. from the University of Virginia; the Board cites deep capital markets and financial services experience as core credentials. Committees: Compensation, Finance, and Chair of the Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Star Mountain Capital, LLC; Star Mountain Stimulus Fund, L.P. | Senior Advisor | Apr 2013–present | PE investing in SMEs; advisory role |
| Credit Suisse Securities (USA) LLC | Managing Director, Financial Institutions Group | Nov 2008–May 2011 | Investment banking coverage of depositories |
| Lehman Brothers, Inc. | Managing Director; Co‑Head, Depository Institutions and DCM | 1991–Sep 2008 | Executive roles across capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| People’s United Financial, Inc. | Director | Sep 2013–Apr 2022 | Prior public company directorship |
Board Governance
- Independence: Board determined 80% of current trustees are independent; McAllister is classified independent under NYSE rules .
- Committee assignments and meeting cadence:
- Risk Committee (Chair) – 4 meetings in 2024
- Compensation Committee (Member) – 4 meetings in 2024
- Finance Committee (Member) – 4 meetings in 2024
- Board meetings and attendance: Board held 5 meetings in 2024; each trustee attended at least 75% of their meetings. All trustees attended the 2024 annual meeting of shareholders. Independent trustees meet in regular executive sessions, led by the Independent Lead Trustee .
- Current committee roster snapshot (relevant to McAllister): Compensation (member), Finance (member), Risk (Chair) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 130,250 | As reported in 2024 Trustee Compensation Table |
| Base Annual Retainer | 95,000 | Non‑management trustees |
| Committee Membership Fees | 7,750 per committee | Compensation; Finance |
| Committee Chair Fee | 12,000 | Risk Committee chair |
| Meeting Fees | Not separately disclosed | Aggregate cash exceeds simple retainer+committee math |
Policy: Trustees may elect shares in lieu of cash fees, but no trustee elected this option in 2024 .
Performance Compensation
| Equity Award | Grant Date | Type | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual trustee grant (FY2024 cycle) | Mar 12, 2024 | RSU (time‑based) | 7,660 | ~$110,000 | Vests 1-year from grant; dividend equivalents during vesting; forfeiture/accelerated vesting per policy |
| Annual trustee grant (FY2025 cycle) | Feb 24, 2025 (filed Feb 26) | Stock Award (RSU) | 7,795 | $0 conversion price (award) | Form 4 filing; standard trustee grant cadence implied |
- Trustee RSUs are time‑based; no performance metrics are tied to director equity awards. Accelerated vesting may occur upon certain terminations, change‑in‑control, or management agreement termination conditions (as described for trustees and executives) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| People’s United Financial, Inc. | Director (prior) | Not disclosed in PMT proxy | No current PMT‑disclosed transactions; ended Apr 2022 |
No current public company directorships beyond PMT are disclosed in the 2025 proxy .
Expertise & Qualifications
- Capital markets and depository institutions expertise from senior roles at Lehman Brothers and Credit Suisse; investment banking and DCM leadership .
- Private equity advisory experience (SME focus) enhances risk and capital allocation oversight .
- Board‑designated competencies: Risk oversight (Risk Committee Chair), compensation governance (Compensation Committee), financial policy oversight (Finance Committee) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Nancy McAllister | 80,187 | <1.0% | Includes 12,366 shares owned jointly with Richard M. Card (JTWROS); none pledged; based on 87,010,608 shares outstanding as of Mar 31, 2025 |
| RSUs outstanding (as of Dec 31, 2024) | 7,660 | n/a | Annual trustee grant holdings |
Ownership guidelines: Non‑management trustees must hold an aggregate market value ≥5x base annual retainer (common shares + unvested RSUs); trustees with ≥5 years tenure are in compliance. McAllister, on the Board since 2012, is thus in compliance .
Insider Trades (Section 16)
| Date | Type | Security | Shares | Price | Ownership After | Source |
|---|---|---|---|---|---|---|
| Feb 24, 2025 (filed Feb 26) | Stock Award (RSU grant) | Common shares (award) | 7,795 | $0.00 | 87,982 (direct) | |
| Mar 18, 2020 | Open market purchase | Common shares | Multiple lines incl. 9,700 and 300 | ~$5.18–$5.175 | See filing |
Policy prohibitions: Officers, employees, and trustees are restricted from hedging, pledging, short sales, and margin trading; the proxy also notes no re‑pricing of stock options and no perquisites or tax gross‑ups for executives. Security ownership table notes no pledged shares for trustees (including McAllister) .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting results (June 24, 2025): Say‑on‑Pay votes For 50,094,065; Against 3,847,363; Abstain 333,119; Broker Non‑Votes 17,007,281 .
- Proxy highlights: independent compensation consultant (Pearl Meyer); robust engagement; majority voting standard and resignation policy; regular executive sessions; Board refreshment .
Compensation Committee Analysis
- Composition: Schultz (Chair), McAllister, Stewart; all independent under NYSE/SEC rules; 4 meetings in 2024 .
- Interlocks: None; no officer service or other affiliations by committee members; no reciprocal compensation committee directorships by PMT executives in 2024 .
- Consultants: Pearl Meyer engaged for trustee compensation benchmarking and executive matters; 2024 review recommended increases, but Committee maintained prior‑year director pay levels .
Related Party Transactions & Conflict Controls
- Oversight structure: Related Party Matters Committee (independent members, external consultant) administers policies and reviews transactions with Manager/Servicer and affiliates (e.g., management agreement, servicing agreements). 13 meetings in 2024 .
- Policy: Related party transactions >$120,000 require review/approval by the committee and/or a majority of independent trustees; annual questionnaires and monitoring in place .
- McAllister is not listed as a member of the Related Party Matters Committee; no McAllister‑specific related party transactions are disclosed in the proxy .
Governance Assessment
-
Strengths
- Independent trustee with deep capital markets background; chairs Risk Committee overseeing ERM, cybersecurity, IT/data privacy risks—aligned with PMT’s mortgage/servicing risk profile .
- High engagement (committee roles across risk, compensation, finance) with regular executive sessions and majority voting standards enhancing accountability .
- Ownership alignment: meaningful personal holdings; compliance with 5x‑retainer ownership guideline; no pledging .
- Conservative director pay governance: consultant suggested increases, but Committee held pay flat; time‑based RSUs with minimum vesting periods .
- Robust conflict controls via Related Party Matters Committee and explicit prohibition of hedging/pledging .
-
Watch items
- External advisory ties (Star Mountain Capital) are disclosed; no related‑party dealings reported, but continued monitoring is appropriate given PMT’s extensive related‑party arrangements with its Manager/Servicer and affiliates .
- Cash fees reported ($130,250) exceed simple schedule math, implying additional committee/ad hoc responsibilities or meeting‑related amounts; transparency is adequate via the proxy table, but investors may seek detailed fee drivers year‑over‑year .
-
RED FLAGS
- None disclosed for McAllister regarding attendance shortfalls, hedging/pledging, option repricing, tax gross‑ups, or related‑party transactions. Governance policies explicitly mitigate these risks .