Preston DuFauchard
About Preston DuFauchard
Preston DuFauchard, age 68, has served on PMT’s Board since November 2012 and is the Independent Lead Trustee (Class II; term to expire in 2026). He holds a B.A. from Stanford University and a J.D. from UC Berkeley School of Law; prior roles include California Commissioner of Corporations, Assistant General Counsel at Bank of America, General Counsel of Robertson Stephens, and CEO of West Oakland Health Council, bringing deep legal, regulatory, and financial services expertise to PMT’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Department of Corporations | Commissioner | 2006–Dec 2011 | Led state financial regulator; extensive legal/regulatory oversight experience . |
| Bank of America Corporation | Assistant General Counsel | 1997–2006 | Financial services legal leadership; mortgage banking understanding . |
| Robertson Stephens | General Counsel | Apr 2016–Feb 2017 | Legal/compliance leadership at investment advisory firm . |
| West Oakland Health Council | Chief Executive Officer | Aug 2018–2021 | Executive leadership; stakeholder governance experience . |
| Independent Consultant | Consultant | Jan 2012–(prior to 2016 role) | Strategic/legal advisory experience . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| First Federal of San Rafael | Director | Not disclosed as public in proxy | Current directorship per PMT proxy biography . |
Board Governance
- Role: Independent Lead Trustee; re-elected by independent trustees on March 19, 2024 for a further three-year term. Presides over executive sessions of independent trustees and coordinates Board agendas and committee work with Chairs .
- Independence: Board determined 80% of trustees are independent under NYSE rules; DuFauchard is listed as independent .
- Committees (member): Nominating & Corporate Governance; Related Party Matters; Risk .
- Committee activity (FY2024 meetings): Nominating & Corporate Governance (4), Related Party Matters (13), Risk (4) .
- Attendance/Engagement: Board met 5 times in FY2024; each trustee attended at least 75% of applicable meetings. All trustees attended the 2024 annual meeting of shareholders. Independent trustee executive sessions held regularly; DuFauchard presided as Independent Lead Trustee .
- Share ownership guidelines for trustees: 5x base annual retainer; trustees with ≥5 years’ service are in compliance (DuFauchard joined in 2012) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base annual retainer (non-management trustee) | 95,000 | Standard trustee fee . |
| Independent Lead Trustee additional retainer | 30,000 | Role-based . |
| Committee membership retainers (3 committees × $7,750) | 23,250 | Nominating & Corporate Governance; Related Party Matters; Risk . |
| Total Fees Earned or Paid in Cash (FY2024) | 148,250 | Matches reported “Fees Earned” in trustee compensation table . |
The committee fee breakdown reflects the published fee schedule and DuFauchard’s committee memberships; the FY2024 total cash fees match the proxy’s reported figure .
Performance Compensation
| Metric/Instrument | 2023 | 2024 | 2025 | Vesting/Terms |
|---|---|---|---|---|
| RSUs granted (shares) | 8,058 | 7,660 | 7,795 | Non-management trustee RSUs vest on first anniversary; receive cash distributions during vesting; generally forfeitable upon service termination; change-in-control/management agreement termination may trigger full/pro rata vesting depending on circumstances [2023: https://www.sec.gov/Archives/edgar/data/1464423/000112760223008516/0001127602-23-008516-index.htm] [2025: https://www.sec.gov/Archives/edgar/data/1464423/000112760225007048/0001127602-25-007048-index.htm]. |
| Grant-date fair value ($) | — | 109,998 | — | FY2024 fair value per ASC 718; Form 4s do not include fair values . |
| Performance metrics tied to director equity | — | None disclosed | — | RSUs are time-based for trustees; no director performance metrics disclosed . |
Additional terms and policies:
- Shares-in-lieu-of-cash policy exists, but none of the trustees elected to receive cash fees in shares .
- Accelerated vesting provisions apply on certain terminations/changes in control or on management agreement termination, per proxy; management agreement expires Dec 31, 2029 with automatic 18‑month renewals unless terminated earlier .
Other Directorships & Interlocks
| Company/Entity | Relationship to PMT | Potential Interlock/Conflict Considerations |
|---|---|---|
| First Federal of San Rafael (board service) | No disclosed PMT relationship | Proxy does not disclose any related-party transactions or business dealings between PMT and this entity . |
| PMT Manager/Servicer relationships oversight (committee role) | Member, Related Party Matters Committee | Committee reviews, approves, and monitors transactions with PMT’s Manager/Servicer and their affiliates; engages an outside independent consultant (Joseph Sturtevant) for fee/transaction analysis . |
Expertise & Qualifications
- Legal and regulatory oversight: Former California Commissioner of Corporations; extensive financial services legal background (Bank of America; Robertson Stephens) .
- Governance leadership: Independent Lead Trustee with responsibility for executive sessions, agenda input, and committee coordination; re-elected to role in 2024 .
- Risk and related-party oversight: Member of Risk and Related Party Matters Committees; active involvement in enterprise risk and conflict management structures .
- Education: B.A. (Stanford); J.D. (UC Berkeley School of Law) .
Equity Ownership
| Category | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership – common shares | 51,942 | Mar 31, 2025 | Represents <1% of shares outstanding; none of the shares have been pledged as security . |
| RSUs outstanding | 7,660 | Dec 31, 2024 | Year-end RSUs per proxy; standard trustee grant cycle . |
| Recent post-transaction ownership per Form 4 | 59,737 | Feb 24, 2025 | After 7,795-share award; Form 4 reporting name “Preston Paul DuFauchard, Jr.” . |
Trustee ownership guidelines require 5× base annual retainer; trustees with ≥5 years’ service are in compliance (DuFauchard joined 2012) .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-02-24 | 2025-02-26 | Award (A) | 7,795 | 0.00 | 59,737 | https://www.sec.gov/Archives/edgar/data/1464423/000112760225007048/0001127602-25-007048-index.htm |
| 2024-03-12 | 2024-03-14 | Award (A) | 7,660 | 0.00 | 51,942 | https://www.sec.gov/Archives/edgar/data/1464423/000112760224010165/0001127602-24-010165-index.htm |
| 2024-03-04 | 2024-03-05 | Sale (S) | 4,961 | 14.0215 | 44,282 | https://www.sec.gov/Archives/edgar/data/1464423/000112760224008610/0001127602-24-008610-index.htm |
| 2023-02-28 | 2023-03-02 | Award (A) | 8,058 | 0.00 | 49,243 | https://www.sec.gov/Archives/edgar/data/1464423/000112760223008516/0001127602-23-008516-index.htm |
Director Compensation (FY2024)
| Metric | FY2024 ($) |
|---|---|
| Fees Earned or Paid in Cash | 148,250 |
| Stock Awards (grant-date fair value) | 109,998 |
| Total | 258,248 |
Compensation structure and benchmarking:
- Retainers and fees per schedule; reviewed by independent consultant (Pearl Meyer). Although an increase was indicated by market studies, PMT made no changes to non-management trustee compensation in 2024 .
- Trustees may elect shares in lieu of cash fees, but none did for 2024 .
- Anti-hedging/anti-pledging policies apply to trustees; restrictions include no hedging, pledging, short sales, or margin trading in PMT securities .
Governance Assessment
- Strengths
- Independent Lead Trustee with clear authority and responsibilities; regular executive sessions presided by DuFauchard enhance independent oversight .
- Active service on conflict-sensitive and risk-focused committees (Related Party Matters; Risk), with robust processes including an independent consultant for related-party reviews—key given PMT’s external management structure .
- Strong independence posture and ownership alignment: independence affirmed; robust ownership guidelines (5× retainer) and compliance for long-tenured trustees; no pledged shares reported .
- Solid engagement: ≥75% attendance; full annual meeting attendance .
- Watch items
- External management inherently elevates related-party risks; continued vigilance via Related Party Matters Committee remains critical (13 meetings in 2024) .
- No disclosed performance linkage in director equity (time-based RSUs); while standard for many boards, investors focused on pay-for-performance may prefer elements tied to board effectiveness metrics—none disclosed .
- Red flags
- None disclosed regarding legal proceedings, pledging/hedging, related-party transactions involving DuFauchard personally, or attendance shortfalls. Anti-pledging and anti-hedging restrictions are in place .
Overall implication: DuFauchard’s legal/regulatory background and role as Independent Lead Trustee align with PMT’s governance needs, especially around conflict mitigation and risk oversight. Compensation and ownership policies support alignment, and committee workloads suggest active engagement, which should bolster investor confidence in board effectiveness .