🗓️ What This Document Is

This document is a Definitive Proxy Statement (DEF 14A). Think of it as the official rulebook for PennyMac Mortgage Investment Trust’s annual meeting with its shareholders. It is the key filing required by the SEC (Securities and Exchange Commission) to inform investors about the company’s leadership, governance, and proposals that will be voted on.

👉 What to expect: The filing is highly formal and technical, focusing almost entirely on how the company is run, rather than its day-to-day mortgage lending business. It outlines proposals for electing trustees, reviewing executive pay, and confirming the company's governance rules.

• Event: 2026 Annual Meeting of Shareholders.
• Date & Time: Tuesday, June 16, 2026, at 11:00 a.m. Pacific Time.
• Location: Online via live webcast at www.virtualshareholdermeeting.com/PMT2026.
• Record Date: The critical date for voting is April 20, 2026. Only shareholders of record by this date are entitled to vote.

🏛️ PennyMac: Who They Are

PennyMac Mortgage Investment Trust (PMT-PC) is a leading mortgage REIT (Real Estate Investment Trust) operating in the financial services space. While the detailed business mechanics are outside this filing, the documents confirm its core business is centered on serving the essential public good of homeownership.

👉 What it means: As a REIT, its value is tied to the performance of the mortgage market, making governance and regulatory compliance especially important to its stability.

👑 The Board of Trustees and Governance

This section details the corporate structure and the rules that govern the Board of Trustees. Because governance is such a critical area for a financial institution, the Proxy Statement dedicates significant space to these procedures.

👉 Key Policies:

• Independent Oversight: The Board adheres to NYSE rules, confirming that 78% of the current trustees are independent of the Company and management.
• Lead Trustee: Preston DuFauchard was re-elected as the independent lead trustee for an additional three-year term, demonstrating the formal role an independent watchdog plays.
• Governance Philosophy: The company emphasizes that the combined role of the Chairman of the Board and the Chief Executive Officer promoting strategy development is viewed as essential for effective governance.

🤝 Who's Running the Show: Trustee Qualifications

The filing provides extensive profiles for the Trustees, which is crucial for investors to understand the collective expertise guiding the Trust. The board has an ideal mix of skills across finance, law, and community service.

👉 Notable Experience:

• Preston DuFauchard: Brings experience as former CEO of West Oakland Health Council and former General Counsel of Robertson Stephens, along with a deep background in law and regulatory compliance.
• Donna M. Corley: Is highlighted for her deep background in mortgage operations, having served at Freddie Mac for 27 years.
• Stacey D. Stewart: Brings strong non-profit leadership experience, having served as CEO of the March of Dimes and President of the March of Dimes.

🛡️ How Risks Are Managed

The Board takes risk management very seriously. It assigns specific oversight duties to its various committees to ensure comprehensive protection across the company's operations.

👉 Risk Roles:

• Audit Committee: Focuses on financial reporting, internal controls, and the integrity of financial statements.
• Risk Committee: Oversees the overall enterprise risk profile, including specific concerns like cybersecurity, credit risks, and climate risks.
• Finance Committee: Specifically monitors risks related to the Trust’s liquidity and capital resources, which is the lifeblood of a mortgage REIT.
• Reporting: The Board requires senior management to provide periodic updates on critical issues like AI and cybersecurity to ensure timely oversight.

💸 Compensation Framework

Since the Board has such a deep role in oversight, they also have a detailed plan for paying themselves and the executives. Compensation is structured to incentivize long-term, responsible performance, rather than just short-term gains.

👉 Compensation Philosophy:

• Alignment: The goal is to align the interests of the trustees and executives with those of the shareholders.
• Performance Focus: The program is designed to be biased toward performance-based equity. This means bonuses are tied to measurable goals, such as Return on Equity (ROE) or Relative Total Shareholder Return (Relative TSR).
• No Salary Guarantee: The filing explicitly states that the executive officers do not receive annual base salaries or cash bonuses from the Trust—their pay structure relies primarily on equity awards.

🧑‍💼 2025 Compensation Snapshot

This table summarizes the total compensation paid to the non-management trustees during Fiscal 2025. Compensation is a combination of cash fees and stock awards.

👉 Key Figures:

• Highest Total: Preston DuFauchard received the highest total compensation at $268,020 (cash fees of $158,033 + stock awards of $109,987).
• Average Range: Most trustees received a total compensation between $223,748 and $243,498, demonstrating consistency across the board.
• Exclusions: The CEO (David A. Spector) and President (Doug Jones) are specifically excluded from this table because they receive additional compensation from their employer, PFSI, and its affiliates.

🗳️ Proposals for the 2026 Meeting

The proxy statement outlines three specific matters the shareholders will vote on at the annual meeting. These votes determine the immediate operational structure of the Trust.

👉 The Votes:

• Proposal 1 (Trustees): Shareholders vote to elect three (3) Class II trustees, with the Board unanimously recommending a "FOR" vote.
• Proposal 2 (Audit): Shareholders vote to ratify the appointment of the independent registered public accounting firm for the year ending December 31, 2026.
• Proposal 3 (Executive Pay): Shareholders vote (by non-binding vote) on the Trust's executive compensation plan.

🌱 Corporate Sustainability and Community Impact

The company outlines a clear commitment to more than just making money; it stresses that its operations should benefit the community and environment. Sustainability is integrated directly into corporate governance.

👉 Community Focus:

• Goal: The core values center on being a trusted partner to stakeholders.
• Initiatives: The company supports its goals through environmental practices, including investing in sustainable products, increased waste recycling, and energy conservation.
• Philanthropy: PFSI’s corporate philanthropy program focuses on five key areas: community development and affordable housing, financial literacy and economic inclusion, human and social services, health and medical research, and environmental sustainability.

📞 Where to Find More Information

For investors seeking specific information, the filing provides clear resources and contacts.

👉 Key Contacts:

• General Company Address: 3043 Townsgate Road, Westlake Village, California 91361.
• Legal Contact: Derek W. Stark, Senior Managing Director, Chief Legal Officer and Secretary.
• Websites: The notice recommends using www.proxyvote.com and pmt.pennymac.com for detailed materials.

🧠 The Analogy

Being a board of trustees for a financial institution is like being the captain and crew of a highly complex cruise ship. The board doesn't actually sell the tickets or serve the meals (that's management's job); instead, they set the overall course, check the safety procedures (risk oversight), make sure the captain (CEO) is qualified, and ensure everyone is following the established rules (governance). Everything in the Proxy Statement is about proving they are worthy of remaining in charge of the ship.

🧩 Final Takeaway

The Proxy Statement signals a period of intensive corporate governance, where PennyMac is focused on reassuring shareholders about its stable structure, independent oversight, and commitment to aligning executive pay with long-term performance. Investors should view this document less as a measure of immediate profitability and more as a deep dive into the company's institutional controls.