Stacey D. Stewart
About Stacey D. Stewart
Stacey D. Stewart (age 61) has served as an independent trustee of PennyMac Mortgage Investment Trust (PMT) since August 2009. She is the Chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee, with a tenure marked by leadership roles across nonprofit and housing finance organizations. Stewart holds an A.B. from Georgetown University and an M.B.A. from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mothers Against Drunk Driving (MADD) | Chief Executive Officer | Jan 2023–present | CEO leadership of national nonprofit |
| March of Dimes | President | Nov 2016–Nov 2022 | Led major nonprofit focused on maternal/child health |
| United Way Worldwide | President, U.S. Operations; EVP, Community Impact Leadership & Learning | Jun 2009–Nov 2016 | Executive roles at the world’s largest charitable organization |
| Fannie Mae | Senior Vice President | Feb 2007–Apr 2009 | Mortgage sector executive experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Hologic, Inc. (Nasdaq: HOLX) | Director | Jan 2023 | Current public company directorship |
Board Governance
- Independence: PMT’s Board determined 80% of trustees are independent; Stewart is classified as independent .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Committee activity in 2024: Compensation (4 meetings), Nominating & Corporate Governance (4 meetings) .
- Attendance: PMT Board held 5 meetings in 2024; each trustee attended at least 75% of Board and committee meetings during their service. All trustees attended the 2024 annual meeting of shareholders .
- Lead Independent Trustee: Preston DuFauchard; regular executive sessions of independent trustees are held with the Lead Trustee presiding .
- Board limits: Trustees not serving as public company CEOs may serve on up to five outside public company boards; Stewart’s current outside board count (HOLX) is within policy .
- Share ownership guidelines (directors): Required minimum holdings equal to 5x base annual retainer; each non-management trustee with five years on the Board is in compliance .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Base annual retainer | $95,000 | All non-management trustees |
| Committee membership fee (Compensation) | $7,750 | Per committee |
| Committee membership fee (Nominating & Corporate Governance) | $7,750 | Per committee |
| Committee chair fee (Nominating & Corporate Governance) | $10,750 | Chair premium |
| Total fees earned (2024) | $121,250 | As disclosed for Stewart |
Notes:
- Payment alternatives: Board policy permits shares in lieu of cash fees, but none of the trustees elected to be paid in shares .
- Equity grant policy for directors: RSUs granted under PMT’s 2019 Plan; 2024 RSU grants vested on first anniversary; dividend equivalents paid during vesting period; accelerated vesting upon certain terminations and change-in-control per plan .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Time-based RSUs (director annual grant) | Mar 12, 2024 | 7,660 | ~$110,000 | Vest at 1-year | Dividend equivalents; subject to forfeiture prior to vesting; accelerated vesting upon certain events |
PMT does not use performance-metric-linked equity for non-management trustees; RSUs are time-based. Accelerated vesting terms for director RSUs include vesting upon termination other than for cause, death/disability, termination of the management agreement (other than for cause), and certain change-in-control scenarios .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Hologic, Inc. (HOLX) | Director | No disclosed PMT-business overlap with Hologic’s medical technology focus; within PMT limits on outside boards |
Expertise & Qualifications
- Mortgage sector and housing finance experience including Fannie Mae .
- Significant nonprofit leadership (United Way Worldwide, March of Dimes, MADD) with focus on community and housing-related impact; PMT cites her leadership credentials and alignment with homeownership initiatives .
- PMT’s Board explicitly cites Stewart’s qualifications: mortgage sector experience and leadership in organizations focused on housing and underserved communities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledging Status | As-of Date |
|---|---|---|---|---|
| Stacey D. Stewart | 51,788 | <1.0% | None of the shares pledged | Mar 31, 2025 |
Additional alignment:
- As of Dec 31, 2024, Stewart held 7,660 unvested director RSUs from the March 12, 2024 grant cycle .
- PMT director ownership guidelines require holdings of at least 5x base annual retainer; trustees with ≥5 years of service are in compliance, which includes Stewart (trustee since 2009) .
Insider Trades (Form 4)
| Date | Type | Shares | Price | Value | Ownership After |
|---|---|---|---|---|---|
| Feb 21, 2024 | Sale | 839 | $13.75 | $11,536 | 44,128 (direct) |
| Feb 24, 2025 | Equity award reporting (Form 4 “Option Award” entry) | 7,795 | $0 | — | 59,583 (direct) |
Sources reflect public Form 4 indices; the Feb 21, 2024 sale is recorded at OpenInsider. MarketBeat lists the Feb 26, 2025 filing for Stewart indicating an equity award entry commonly used to reflect vesting or grants for insiders .
Governance Assessment
- Independence and Board effectiveness: Stewart is independent, chairs the Nominating & Corporate Governance Committee (overseeing board evaluations, stock ownership guidelines, and sustainability policies), and serves on the Compensation Committee, supporting strong governance processes and annual board/committee self-assessments .
- Engagement and attendance: PMT reported at least 75% meeting attendance for all trustees and full attendance at the 2024 annual meeting, indicating baseline engagement; independent trustee executive sessions occur regularly .
- Ownership alignment: Stewart’s disclosed share ownership and unvested RSUs, combined with robust ownership guidelines and anti-hedging/anti-pledging policies, support investor alignment and mitigate risk of misaligned incentives .
- Compensation structure: Director compensation mix for 2024 was roughly 52% cash ($121,250) and 48% equity ($109,998), with RSUs vesting after one year; PMT’s independent consultant advised increases, but the Compensation Committee kept director pay unchanged vs prior year, signaling restraint .
- Conflicts oversight: PMT maintains a dedicated Related Party Matters Committee to manage conflicts involving its external Manager/Servicer (PFSI); Stewart is not a member, though as Nominating & Corporate Governance Chair she oversees governance and sustainability risks. No pledging and insider trading policies reduce risk exposure .
- Shareholder signals: PMT’s Say-on-Pay support (~98% in 2022–2024) and majority voting/resignation policies reflect responsiveness to shareholder governance preferences and strengthen board accountability .
RED FLAGS (none material disclosed specific to Stewart):
- No shares pledged; director-level hedging/pledging restrictions in place .
- No director-related party transactions for Stewart are disclosed in the sections reviewed; PMT’s Related Party Matters Committee provides structured oversight for conflicts with PFSI .
- External board seat within PMT limits; industry overlap appears minimal (HOLX) .
Implications: Stewart’s independence, committee leadership (Nominating & Corporate Governance), and sustained board tenure support continuity and governance oversight. Her nonprofit and housing finance background provides stakeholder and ESG perspective, while PMT’s policies (ownership guidelines, anti-hedging/pledging, majority voting) enhance investor confidence in board alignment and accountability .