Scott W. Carnahan
About Scott W. Carnahan
Scott W. Carnahan, age 71, has served as an independent Class I trustee of PennyMac Mortgage Investment Trust since 2009. He is a CPA with a B.A. and M.B.A. from the University of California, Irvine, and is currently a Senior Advisor to FTI Consulting (formerly Senior Managing Director). He is designated an “audit committee financial expert,” reflecting deep accounting, audit, and mortgage finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting, Inc. | Senior Advisor | Apr 2023–present | Advisory to global consulting; finance/accounting expertise |
| FTI Consulting, Inc. | Senior Managing Director | May 2014–Mar 2023 | Led consulting engagements in finance/accounting |
| Various financial institutions | Financial/accounting consultant | Apr 2007–May 2014 | Independent consulting in finance/accounting |
| KPMG LLP | Audit and consulting partner | 1992–1998; 2000–Mar 2007 | Audit leadership and advisory; mortgage industry understanding |
External Roles
- Senior Advisor to FTI Consulting; no other public company directorships disclosed in PMT’s proxy .
Board Governance
- Committee memberships and chair roles:
- Audit Committee member; designated an “audit committee financial expert” .
- Finance Committee member .
- Related Party Matters Committee Chair; oversees conflicts with Manager/Servicer (PFSI) and related agreements; committee engages independent consultant Joseph Sturtevant since 2013 .
- Independence: Board determined 80% of trustees are independent; Carnahan is independent .
- Attendance and engagement:
- Board held 5 meetings in FY2024; each trustee attended at least 75% of applicable board/committee meetings; all trustees attended the 2024 annual meeting .
- Governance context: Independent Lead Trustee (Preston DuFauchard) presides over regular executive sessions of independent trustees .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash Fees (FY2024) | $129,000 | Actual fees earned by Carnahan |
| Equity RSU Grant (FY2024) | $109,998 | 7,660 time-based RSUs granted 3/12/2024; vest on first anniversary; dividend equivalents; subject to forfeiture prior to vesting |
| Total (FY2024) | $238,998 | Sum of cash fees and stock awards |
| Base Annual Retainer (non-management trustees) | $95,000 | Schedule in effect end of FY2024 |
| Committee Member Retainer | $7,750 per committee | Audit, Compensation, Finance, Nominating & Governance, Related Party Matters, Risk |
| Committee Chair Retainer | $10,750–$12,000 | Related Party Matters: $10,750; Audit/Risk: $12,000 |
- Equity in lieu of cash: Board policy allows election to receive shares in lieu of cash; none of the trustees elected this option .
- Acceleration provisions for trustee RSUs: Upon termination other than for cause, change-in-control, or management agreement termination other than for cause, unvested RSUs may become fully or pro rata vested; management agreement term runs to Dec 31, 2029 with automatic 18-month renewals .
Performance Compensation
- Trustees receive time-based RSUs only; no PSUs or performance metrics tied to director compensation were disclosed for trustees .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| FTI Consulting, Inc. | Senior Advisor | — | Advisory role; not a board directorship |
No other current public company board seats or disclosed interlocks with PMT competitors/suppliers/customers were noted for Carnahan .
Expertise & Qualifications
- CPA; former KPMG audit/consulting partner; “audit committee financial expert” .
- Mortgage lending and REIT sector understanding; finance/accounting consulting background .
- Long-tenured board experience at PMT since 2009 .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Scott W. Carnahan | 81,085 | 0.093% | Based on 87,010,608 common shares outstanding as of 3/31/2025; includes 71,707 shares owned by a living trust or retirement accounts; also holds 141 shares of Series A preferred; none of the shares are pledged |
- Director ownership guidelines: Non-management trustees must hold at least 5× base annual retainer in common shares and unvested RSUs; trustees with ≥5 years on board are in compliance; Nominating & Governance Committee reviews annually .
- Anti-pledging/hedging: Trustees are restricted from pledging or hedging PMT securities; trades require preclearance and are generally permitted only in open windows; Rule 10b5‑1 plans must be pre-approved .
Governance Assessment
- Strengths:
- Independent status with material finance/audit expertise; Audit Committee financial expert designation supports board oversight of reporting and controls .
- Chairs Related Party Matters Committee—direct oversight of external manager/servicer conflicts (PFSI) with independent consultant engagement enhances investor confidence in conflict management .
- Robust director ownership guidelines and compliance, plus restrictions on pledging/hedging align interests with shareholders .
- Engagement: Board/committee meeting attendance at least 75%; participation in annual meeting demonstrates engagement .
- Potential conflicts/risks:
- PMT’s external management structure and fee arrangements with PFSI (base fee and incentive fee formula) require continued rigorous oversight; Carnahan’s RPM Committee leadership is a positive mitigant but the structural conflict persists .
- Compensation signals:
- Director pay mix is balanced (cash + time-based RSUs); Compensation Committee’s 2024 decision to keep trustee compensation unchanged after consultant review suggests restraint relative to market; prior increase in 2023 noted .
- Say‑on‑Pay context (for executives): Approximately 98% approval in 2024/2023/2022 underscores overall investor support for PMT’s pay practices and governance framework .
Insider transactions: A targeted search for Form 4 filings referencing “Scott Carnahan” at PMT returned no relevant entries in the company document corpus; no insider trades were disclosed in PMT’s 2024–2025 proxy materials [Search: Form 4 query returned no results].