PENNYMAC MORTGAGE INVESTMENT TRUST, DEF 14A filed on 4/29/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PennyMac Mortgage Investment Trust
Entity Central Index Key 0001464423
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive “Compensation Actually Paid” and the financial performance of our Company. This disclosure does not necessarily align with how we view the relationship between the Company’s performance and named executive officer compensation. The below table shows Compensation Actually Paid to our CEO and other named executive officers as calculated by adjusting the Summary Compensation Table total amounts for the applicable year.
 
Year
 
 
Summary
Compensation
for CEO
(1)
 
   
Compensation
Actually Paid
to CEO
(2)
 
   
Average
Summary
Compensation
for Other
Named
Executive
Officers
(3)
 
   
Average
Compensation
Actually
Paid to Other
Named
Executive
Officers
(4)
 
   
Value of Initial Fixed
$100 Investment Based
 
On:
   
Net
Income
 
   
Return
on
Equity
(6)
 
 
 
PMT Total
Shareholder
Return
(5)
 
   
Peer Group
Total
Shareholder
Return
(5)
 
 
2024
    $999,987       $   753,675       $ 374.986       $ 125,899       $  99.4       $ 87.4       $ 119.2 Million       8.4 %   
2023
    $999,987       $ 1,678,774       $ 434,986       $ 694,272       $ 105.1       $ 83.0       $ 157.8 Million       11.1
2022
    $999,985       $   649,981       $ 393,732       $ 262,972       $  77.2       $ 71.2       $(115.1) Million       -7.2
2021
    $999.981       $   158,201       $ 424,977       $ 110,650       $  94.4       $ 88.9       $  25.9 Million       1.3
2020
    $747,987       ($   254,463     $ 520,606       ($ 104,919     $  86.9       $ 78.8       $  27.4 Million       1.4
 
(1)
Mr. Spector was our principal executive officer (“CEO”) for all years shown. The amounts reported are the amounts of total compensation reported for our CEO for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year.
(2)
The amount reported represent the Compensation Actually Paid to our CEO, computed in accordance with Item 402(v) of Regulation
S-K,
but do not reflect the actual amount of compensation earned by or paid to our CEO in the applicable year. Compensation Actually Paid is calculated by making the following adjustments to the Summary Compensation Table amounts for our CEO:
Adjustments to Determine Compensation “Actually Paid” for the CEO
(7)
 
 
    
2024
 
SUMMARY COMPENSATION - CEO
   $ 999,987  
  Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
   ($ 999,987
  Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal
Year-End
   $ 888,940  
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
   $ (164,650
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
   $ (72,919
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Forfeited during Fiscal Year
     -  
  Dividends paid during Fiscal Year before Vesting Date of Equity Awards
   $ 102,304  
COMPENSATION ACTUALLY PAID - CEO
  
$
753,675
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
  
$
(246,312
 
(3)
The amounts reported represent the average of the amounts reported for the Company’s named executive officers as a group (excluding our CEO), in the “Total” column of the Summary Compensation Table in each applicable year. The Executive Officers used to calculate the Other NEOs average in each year include Messrs. Kurland, Jones, Fartaj, and Chang (Andrew) for 2020; Messrs. Jones, Fartaj, Chang (Andrew) and Perotti for 2021; Messrs. Jones, Fartaj, Perotti and Stark for 2022; Messrs. Jones, Fartaj, Perotti, Stark and Chang (William) for 2023 and Messrs. Jones, Perotti, Stark, Follette and Chang (William) for 2024.
(4)
The amounts reported represent the average Compensation Actually Paid to the other named executive officers other than our CEO as a group, computed in accordance with Item 402(v) of Regulation
S-K.
The amounts do not reflect the actual average amount in compensation earned by or paid to such other named executive officers as a group in the applicable year. Compensation Actually Paid is calculated by making the following adjustments to the Summary Compensation Table amounts for the Other Named Executive Officers:
 
 
Adjustments to Determine Average Compensation “Actually Paid” for the Other NEOs
(7)
 
 
    
2024
 
SUMMARY COMPENSATION – OTHER NEOs
   $ 374,986  
  Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
   ($ 374,986
  Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal
Year-End
   $ 244,451  
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
   ($ 37,988
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
   ($ 19,090
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Forfeited during Fiscal Year
   ($ 95,148
  Dividends paid during Fiscal Year before Vesting Date of Equity Awards
   $ 33,674  
COMPENSATION ACTUALLY PAID – OTHER NEOs
  
$
125,899
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
  
($
249,087
 
(5)
Based on initial investment of $100 on December 31, 2019 and a cumulative Total Shareholder Return (PMT Fiscal Year 2020 =
-13.1%,
Fiscal Year 2021 = 8.6%, Fiscal Year 2022 =
-18.2%,
Fiscal Year 2023 = 36.2% and Fiscal Year 2024 =
-5.4%).
The TSR Peer Group is the Dow Jones U.S. Mortgage REIT Index (Fiscal Year 2020 =
-21.2%,
Fiscal Year 2021 = 12.8%, Fiscal Year 2022 =
-19.9%,
Fiscal Year 2023 = 16.6% and Fiscal 2024 = 5.2%). We replaced the Bloomberg REIT Mortgage Index used in previous years with the Dow Jones U.S. Mortgage REIT Index because the Bloomberg REIT Mortgage Index was discontinued by the third party index service provider in 2024. The previous returns of the Bloomberg REIT Mortgage Index were: (Fiscal Year 2020 =
-22.2%,
Fiscal Year 2021 = 17.6%, Fiscal Year 2022 =
-24.4%
and Fiscal Year 2023 = 14.5%).
(6)
Our Company Selected Measure is Return on Equity, which is calculated as Net Income attributable to common shareholders for a fiscal year divided by average monthly common shareholders’ equity.
(7)
The fair values in the tables above have been computed in accordance with the methodology used for financial reporting purposes and, as applicable for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
       
Company Selected Measure Name Return on Equity        
Named Executive Officers, Footnote The amounts reported represent the average of the amounts reported for the Company’s named executive officers as a group (excluding our CEO), in the “Total” column of the Summary Compensation Table in each applicable year. The Executive Officers used to calculate the Other NEOs average in each year include Messrs. Kurland, Jones, Fartaj, and Chang (Andrew) for 2020; Messrs. Jones, Fartaj, Chang (Andrew) and Perotti for 2021; Messrs. Jones, Fartaj, Perotti and Stark for 2022; Messrs. Jones, Fartaj, Perotti, Stark and Chang (William) for 2023 and Messrs. Jones, Perotti, Stark, Follette and Chang (William) for 2024.        
Peer Group Issuers, Footnote Based on initial investment of $100 on December 31, 2019 and a cumulative Total Shareholder Return (PMT Fiscal Year 2020 =
-13.1%,
Fiscal Year 2021 = 8.6%, Fiscal Year 2022 =
-18.2%,
Fiscal Year 2023 = 36.2% and Fiscal Year 2024 =
-5.4%).
The TSR Peer Group is the Dow Jones U.S. Mortgage REIT Index (Fiscal Year 2020 =
-21.2%,
Fiscal Year 2021 = 12.8%, Fiscal Year 2022 =
-19.9%,
Fiscal Year 2023 = 16.6% and Fiscal 2024 = 5.2%). We replaced the Bloomberg REIT Mortgage Index used in previous years with the Dow Jones U.S. Mortgage REIT Index because the Bloomberg REIT Mortgage Index was discontinued by the third party index service provider in 2024. The previous returns of the Bloomberg REIT Mortgage Index were: (Fiscal Year 2020 =
-22.2%,
Fiscal Year 2021 = 17.6%, Fiscal Year 2022 =
-24.4%
and Fiscal Year 2023 = 14.5%).
       
PEO Total Compensation Amount $ 999,987 $ 999,987 $ 999,985 $ 999.981 $ 747,987
PEO Actually Paid Compensation Amount $ 753,675 1,678,774 649,981 158,201 (254,463)
Adjustment To PEO Compensation, Footnote
Adjustments to Determine Compensation “Actually Paid” for the CEO
(7)
 
 
    
2024
 
SUMMARY COMPENSATION - CEO
   $ 999,987  
  Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
   ($ 999,987
  Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal
Year-End
   $ 888,940  
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
   $ (164,650
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
   $ (72,919
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Forfeited during Fiscal Year
     -  
  Dividends paid during Fiscal Year before Vesting Date of Equity Awards
   $ 102,304  
COMPENSATION ACTUALLY PAID - CEO
  
$
753,675
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
  
$
(246,312
       
Non-PEO NEO Average Total Compensation Amount $ 374,986 434,986 393,732 424,977 520,606
Non-PEO NEO Average Compensation Actually Paid Amount $ 125,899 694,272 262,972 110,650 (104,919)
Adjustment to Non-PEO NEO Compensation Footnote
Adjustments to Determine Average Compensation “Actually Paid” for the Other NEOs
(7)
 
 
    
2024
 
SUMMARY COMPENSATION – OTHER NEOs
   $ 374,986  
  Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
   ($ 374,986
  Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal
Year-End
   $ 244,451  
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
   ($ 37,988
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
   ($ 19,090
  Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Forfeited during Fiscal Year
   ($ 95,148
  Dividends paid during Fiscal Year before Vesting Date of Equity Awards
   $ 33,674  
COMPENSATION ACTUALLY PAID – OTHER NEOs
  
$
125,899
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
  
($
249,087
       
Compensation Actually Paid vs. Total Shareholder Return
(1)
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year is the closing price on December 31, 2019.
Compensation Actually Paid and Company and Peer Group TSR
(1)
 
LOGO
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
 
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and ROE
 
 
LOGO
       
Total Shareholder Return Vs Peer Group
(1)
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year is the closing price on December 31, 2019.
Compensation Actually Paid and Company and Peer Group TSR
(1)
 
LOGO
       
Tabular List, Table
Most Important Financial Performance Measures
 
The Compensation Committee utilizes several performance measures and factors to align executive compensation with Company performance not reflected in the Pay Versus Performance table or the Compensation Actually Paid measures. In our assessment, the most important financial performance measures used to determine Compensation Actually Paid to our CEO and other NEOs in Fiscal 2024 to Company performance were:
 
Return on Equity    Net Income    Relative Total Shareholder Return
       
Total Shareholder Return Amount $ 99.4 105.1 77.2 94.4 86.9
Peer Group Total Shareholder Return Amount 87.4 83 71.2 88.9 78.8
Net Income (Loss) $ 119,200,000 $ 157,800,000 $ (115,100,000) $ 25,900,000 $ 27,400,000
Company Selected Measure Amount 0.084 0.111 (0.072) 0.013 0.014
PEO Name Mr. Spector        
Measure:: 1          
Pay vs Performance Disclosure          
Name Return on Equity        
Non-GAAP Measure Description Our Company Selected Measure is Return on Equity, which is calculated as Net Income attributable to common shareholders for a fiscal year divided by average monthly common shareholders’ equity.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 244,451        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (246,312)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (999,987)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 888,940        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (164,650)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (72,919)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 102,304        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (249,087)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (374,986)        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (37,988)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (19,090)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (95,148)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 33,674        
v3.25.1
Recovery of Erroneously Awarded Compensation - Restatement Determination Date:: 2023-09-30
12 Months Ended
Dec. 31, 2024
Erroneously Awarded Compensation Recovery  
Restatement Determination Date Sep. 30, 2023
Erroneous Compensation Analysis
Clawback Provisions
 
In
September 2023
, to comply with the requirements of the Dodd-Frank Act and the final NYSE listing rules, the Compensation Committee adopted a clawback policy applicable to incentive-based compensation for current and former Section 16 officers as defined under the Exchange Act (the “SEC Clawback Policy”). Under the SEC Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Board will recover any erroneously awarded incentive-based compensation received by current or former Section 16 officers during the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required. We also adopted a separate clawback policy in 2018 allowing for the recoupment of incentive compensation that applies to
 
non-Section
 
16 officers whose title is Senior Managing Director.
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policy and Practice Related to the Grant of Equity Awards
 
We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In Fiscal 2024, no stock options were granted within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report with the SEC.
Award Timing Method In Fiscal 2024, no stock options were granted within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report with the SEC.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true