Setareh (SiSi) Pouraghabagher
About Setareh (SiSi) Pouraghabagher
Setareh (SiSi) Pouraghabagher, age 54, has served as an independent Class III trustee of PennyMac Mortgage Investment Trust (PMT) since June 12, 2024; her term runs to the 2027 annual meeting . She is a CPA and adjunct professor in the Accounting Department at Cal Poly San Luis Obispo, with prior roles including Chief Administrative Officer at QBE North America (through 2013), CFO/COO at Balboa Insurance (2002–2011), and CFO for private technology companies (1997–2001), after starting her career as an auditor at Deloitte & Touche . PMT’s Board has determined she is independent under NYSE rules and classified her as one of its independent trustees; the Board’s independent trustees meet in executive session regularly, presided by the Lead Independent Trustee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QBE North America | Chief Administrative Officer | Through 2013 | Senior finance/operations leadership (insurance) |
| Balboa Insurance (Bank of America/Countrywide subsidiary) | Chief Financial Officer; Chief Operations Officer | 2002–2011 | Led finance and operations through sale to QBE |
| Private technology companies (Orange County, CA) | Chief Financial Officer | 1997–2001 | Finance leadership in tech sector |
| Deloitte & Touche LLP | Auditor (early career) | Not disclosed; CPA earned 1997 | Audit/controls grounding |
| Cal Poly San Luis Obispo (Orfalea College of Business) | Adjunct Professor, Accounting | Current | Academic governance/education contribution |
External Roles
| Organization | Role | Committee Position | Status |
|---|---|---|---|
| Private Bancorp of America | Independent Director | Audit Committee Chair | Current |
| Point B | Independent Director | Audit Committee Chair | Current |
| Frontier Medicines | Independent Director | Audit Committee Chair | Current |
| State Auto Financial Corporation (NASDAQ: STFC) | Independent Director | Audit Committee Chair | Former; through sale to Liberty Mutual |
Board Governance
- Independence: PMT’s Board determined 80% of trustees are independent; Ms. Pouraghabagher is listed among independent trustees .
- Committee memberships: Audit Committee member; Related Party Matters Committee member; designated an “audit committee financial expert” and financially literate under NYSE rules .
- Committee activity: Audit Committee met 12 times in 2024; Related Party Matters Committee met 13 times; Board met 5 times .
- Attendance: Each trustee attended at least 75% of applicable Board/committee meetings; all trustees attended the 2024 annual meeting .
- Executive sessions: Independent trustees meet in executive session on a regular basis, presided by the Lead Independent Trustee .
- Conflict oversight: Related Party Matters Committee oversees conflicts with PMT’s external Manager (PNMAC Capital Management LLC, a PFSI subsidiary) and Servicer (PennyMac Loan Services LLC), including key fee arrangements and agreements .
Fixed Compensation
| Item | Amount/Policy | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $61,018 | Prorated for service beginning June 12, 2024 |
| Base annual cash retainer (policy) | $95,000 | All non-management trustees |
| Committee member retainer (policy) | $7,750 per committee | Audit, Compensation, Finance, Nominating & Corporate Governance, Related Party Matters, Risk |
| Committee chair retainer (policy) | $10,750–$12,000 (varies by committee) | She is not a chair at PMT |
| Shares in lieu of cash fees policy | Permitted; none elected | Shares may be elected in lieu of cash |
Performance Compensation
| Award Type | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Time-based RSUs (Director grant, prorated) | June 12, 2024 | 5,996 | 82,265 | Vest on first anniversary of grant; dividend equivalents during vest; subject to forfeiture on termination for cause; accelerated/pro rata vesting upon certain termination, change-in-control, or termination of management agreement (per policy) |
Note: PMT’s director equity is time-based RSUs; no director-specific performance metrics (ROE/TSR) apply to trustee compensation grants, which are structured to align interests and retain directors .
Other Directorships & Interlocks
| Potential Interlock/Relationship | Assessment |
|---|---|
| Banking (Private Bancorp of America) | No PMT-related transaction disclosed; provides banking/financial oversight expertise . |
| Consulting (Point B) | No PMT-related transaction disclosed; audit committee chair experience . |
| Biotech (Frontier Medicines) | No PMT-related transaction disclosed; minimal direct overlap with PMT operations . |
| Prior public issuer (STFC) | Former role ended with sale to Liberty Mutual; no ongoing interlock . |
Expertise & Qualifications
- CPA with audit pedigree; designated “audit committee financial expert,” supporting robust financial reporting oversight .
- Senior leadership across insurance, banking, consulting and accounting with risk management and regulatory experience, directly relevant to a mortgage REIT’s control environment .
- Academic appointment in accounting enhances governance literacy and independent challenge on the Audit and Related Party Matters Committees .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned (as of March 31, 2025) | 0; represents <1% of outstanding shares |
| RSUs held (as of December 31, 2024) | 5,996 time-based RSUs |
| Shares pledged | None of PMT shares are pledged; anti-pledging policy in place |
| Director ownership guidelines | Hold PMT common shares and unvested RSUs equal to ≥5x base annual retainer; expected within 5 years of Board service; reviewed annually |
Governance Assessment
- Independence and committee placement are strong: independent trustee with Audit (financial expert) and Related Party Matters memberships, positioning her to challenge management and oversee PMT’s external manager conflicts .
- Attendance/engagement: Board and committees were active in 2024 (5 Board meetings; 12 Audit; 13 Related Party Matters); trustees met attendance expectations and attended the annual meeting, supporting effective oversight cadence .
- Compensation alignment: 2024 director pay comprises cash fees plus time-based RSUs; Compensation Committee (with independent consultant Pearl Meyer) kept non-management trustee pay unchanged despite market benchmarks, signaling restraint and alignment .
- Ownership alignment: As a new trustee holding 5,996 RSUs, her equity stake should increase upon vesting; guidelines require 5x retainer within 5 years, fostering “skin-in-the-game” over time .
- Conflicts/related-party exposure: No director-specific related-party transactions disclosed; her role on the Related Party Matters Committee strengthens oversight of PMT’s Manager/Servicer agreements and fees with PFSI and affiliates .
- Investor confidence signals: PMT’s Say-on-Pay support around 98% in recent years and robust anti-hedging/anti-pledging policies support governance quality and alignment with shareholders .
RED FLAGS: None disclosed specific to Ms. Pouraghabagher. She beneficially owned 0 common shares as of March 31, 2025, but is a new trustee with RSUs outstanding and a five-year window to meet ownership guidelines; anti-pledging/anti-hedging policies mitigate misalignment risk .