PENNYMAC FINANCIAL SERVICES, INC., DEF 14A filed on 4/20/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PennyMac Financial Services, Inc.
Entity Central Index Key 0001745916
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
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
)
  
PFSI Total
Stockholder
Return
(5)
 
   
 
Peer Group
Total
Stockholder
Return
(5)
 
2025
      $ 12,660,536      $ 17,746,765      $ 4,218,142      $ 5,665,480      $ 213.4      $ 197.7      $ 501 Million        12 %  
2024
      $ 10,595,840      $ 9,643,304      $ 3,667,547      $ 3,429,983      $ 163.5      $ 153.4      $ 311 Million        9 %  
2023
      $ 7,258,483      $ 14,532,470      $ 2,630,061      $ 4,875,605      $ 140.0      $ 139.7      $ 145 Million        4 %  
2022
      $ 9,671,051      $ 6,517,122      $ 3,445,387      $ 2,243,109      $ 88.7      $ 96.2      $ 476 Million        14 %  
2021
      $ 13,575,224      $ 17,262,152      $ 5,473,525      $ 6,931,492      $ 107.7      $ 117.3      $ 1.0 Billion        29 %  
 
(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 represents the Compensation Actually Paid to our CEO, computed in accordance with Item 402(v) of Regulation
S-K,
but does 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)
 
     
2025
  
SUMMARY COMPENSATION – CEO
   
 $
12,660,536
 
•
Deduction for Equity Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
    ($ 7,463,131 ) 
•
Deduction for Equity Amounts Reported under the
“Non-Equity
Incentive Compensation” Column in the Summary Compensation Table
      —  
•
Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal
Year-End
      10,857,960  
•
Fair Value of Equity Awards Granted during Fiscal Year that Vested during the Fiscal Year
      —  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
      1,486,220  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
      132,863  
•
Dividends paid during Fiscal Year before Vesting Date of Equity Awards
      72,317  
COMPENSATION ACTUALLY PAID - CEO
   
 $
17,746,765
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
   
 $
5,086,229
 
 
(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 named executive officers average in each year include Andrew Chang, Vandad Fartaj, Doug Jones and Daniel S. Perotti for 2021; Vandad Fartaj, James Follette, Doug Jones and Daniel S. Perotti for 2022; William Chang, James Follette, Doug Jones and Daniel S. Perotti for 2023; and James Follette, Doug Jones, Daniel S. Perotti and Derek W. Stark for 2024 and 2025.
(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 Named Executive Officers
(7)
 
     
2025
  
SUMMARY COMPENSATION – OTHER NAMED EXECUTIVE OFFICERS
   
$
4,218,142
 
•
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
      (2,052,253 ) 
•
Deduction for Equity Amounts Reported under the
“Non-Equity
Incentive Compensation” Column in the Summary Compensation Table
      —  
•
Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal Year End
      2,985,783  
•
Fair Value of Equity Awards Granted during Fiscal Year that Vested during the Fiscal Year
      —  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
      451,235  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
      39,156  
•
Dividends paid during Fiscal Year before Vesting Date of Equity Awards
      23,417  
COMPENSATION ACTUALLY PAID – OTHER NAMED EXECUTIVE OFFICERS
   
$
5,665,480
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
   
$
1,447,338
 
 
(5)
Based on initial investment of $100 on December 31, 2020 and a cumulative Total Stockholder Return (PFSI: Fiscal Year 2021 = 7.7%, Fiscal Year 2022 =
-17.6%,
Fiscal Year 2023 = 57.8%, Fiscal Year 2024 = 16.8%, Fiscal Year 2025 = 30.5%) and (Dow Jones U.S. Mortgage Finance Total Return Index: Fiscal Year 2021 = 17.3%, Fiscal Year 2022 =
-18.0%,
Fiscal Year 2023 = 45.3%, Fiscal Year 2024 = 9.7%, Fiscal Year 2025 = 28.9%).
(6)
Our Company Selected Measure is Return on Equity, which is calculated as net income attributable to common stockholders for a fiscal year divided by average monthly common stockholders’ 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 named executive officers average in each year include Andrew Chang, Vandad Fartaj, Doug Jones and Daniel S. Perotti for 2021; Vandad Fartaj, James Follette, Doug Jones and Daniel S. Perotti for 2022; William Chang, James Follette, Doug Jones and Daniel S. Perotti for 2023; and James Follette, Doug Jones, Daniel S. Perotti and Derek W. Stark for 2024 and 2025.        
Peer Group Issuers, Footnote Based on initial investment of $100 on December 31, 2020 and a cumulative Total Stockholder Return (PFSI: Fiscal Year 2021 = 7.7%, Fiscal Year 2022 =
-17.6%,
Fiscal Year 2023 = 57.8%, Fiscal Year 2024 = 16.8%, Fiscal Year 2025 = 30.5%) and (Dow Jones U.S. Mortgage Finance Total Return Index: Fiscal Year 2021 = 17.3%, Fiscal Year 2022 =
-18.0%,
Fiscal Year 2023 = 45.3%, Fiscal Year 2024 = 9.7%, Fiscal Year 2025 = 28.9%). 		       
PEO Total Compensation Amount $ 12,660,536 $ 10,595,840 $ 7,258,483 $ 9,671,051 $ 13,575,224
PEO Actually Paid Compensation Amount $ 17,746,765 9,643,304 14,532,470 6,517,122 17,262,152
Adjustment To PEO Compensation, Footnote
(2)
The amount reported represents the Compensation Actually Paid to our CEO, computed in accordance with Item 402(v) of Regulation
S-K,
but does 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)
 
     
2025
  
SUMMARY COMPENSATION – CEO
   
 $
12,660,536
 
•
Deduction for Equity Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
    ($ 7,463,131 ) 
•
Deduction for Equity Amounts Reported under the
“Non-Equity
Incentive Compensation” Column in the Summary Compensation Table
      —  
•
Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal
Year-End
      10,857,960  
•
Fair Value of Equity Awards Granted during Fiscal Year that Vested during the Fiscal Year
      —  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
      1,486,220  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
      132,863  
•
Dividends paid during Fiscal Year before Vesting Date of Equity Awards
      72,317  
COMPENSATION ACTUALLY PAID - CEO
   
 $
17,746,765
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
   
 $
5,086,229
 
       
Non-PEO NEO Average Total Compensation Amount $ 4,218,142 3,667,547 2,630,061 3,445,387 5,473,525
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,665,480 3,429,983 4,875,605 2,243,109 6,931,492
Adjustment to Non-PEO NEO Compensation Footnote
(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 Named Executive Officers
(7)
 
     
2025
  
SUMMARY COMPENSATION – OTHER NAMED EXECUTIVE OFFICERS
   
$
4,218,142
 
•
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table
      (2,052,253 ) 
•
Deduction for Equity Amounts Reported under the
“Non-Equity
Incentive Compensation” Column in the Summary Compensation Table
      —  
•
Fair Value of Equity Awards Granted during the Fiscal Year that Remain Unvested as of Fiscal Year End
      2,985,783  
•
Fair Value of Equity Awards Granted during Fiscal Year that Vested during the Fiscal Year
      —  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that were Unvested as of Fiscal
Year-End
      451,235  
•
Change in Fair Value of Prior Fiscal
Year-End
Equity Awards that Vested during Fiscal Year
      39,156  
•
Dividends paid during Fiscal Year before Vesting Date of Equity Awards
      23,417  
COMPENSATION ACTUALLY PAID – OTHER NAMED EXECUTIVE OFFICERS
   
$
5,665,480
 
ADJUSTMENTS FROM SUMMARY COMPENSATION
   
$
1,447,338
 
       
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, 2020.
 
Compensation Actually Paid and 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
Compensation Actually Paid and 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 link Compensation Actually Paid to our CEO and other named executive officers were:
 
Return on Equity
  
Leverage Ratio
  
Stockholder Return
  
Strategic Factors
 
        
Total Shareholder Return Amount $ 213.4 163.5 140 88.7 107.7
Peer Group Total Shareholder Return Amount 197.7 153.4 139.7 96.2 117.3
Net Income (Loss) $ 501,000,000 $ 311,000,000 $ 145,000,000 $ 476,000,000 $ 1,000,000,000
Company Selected Measure Amount 0.12 0.09 0.04 0.14 0.29
PEO Name Mr. Spector        
Measure:: 1          
Pay vs Performance Disclosure          
Name Return on Equity        
Measure:: 2          
Pay vs Performance Disclosure          
Name Leverage Ratio        
Measure:: 3          
Pay vs Performance Disclosure          
Name Stockholder Return        
Measure:: 4          
Pay vs Performance Disclosure          
Name Strategic Factors        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 5,086,229        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,463,131)        
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 10,857,960        
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 1,486,220        
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 132,863        
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 72,317        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,447,338        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,052,253)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,985,783        
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 451,235        
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 39,156        
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 $ 23,417        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Feb. 14, 2025
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Policy and Practice Related to the Grant of Equity Awards
 
 
We historically have granted annual equity awards, including stock options, to our named executive officers at our regularly scheduled Compensation Committee meeting in the last week of February. The timing of the Compensation Committee meeting is determined by our corporate calendar and is not scheduled in coordination with the release of material nonpublic information. In addition, we do not have a policy regarding the timing and the release of material nonpublic information to affect executive compensation. Historically, our Compensation Committee meeting has occurred after our
year-end
earnings release and the filing of our Form
10-K.
In the first quarter of 2025, due to an administrative calendar change, the Compensation Committee meeting was moved to February 14, 2025, which was fifteen calendar days after the fourth quarter and Fiscal 2024 earnings release filed on January 30, 2025, and during the period beginning four business days before and ending one business day after the filing or furnishing of a Form
10-Q,
Form
10-K
or Form
8-K
that discloses material nonpublic information, or the “Designated Period” (our Fiscal 2024 Form
10-K
was filed on February 19, 2025). The
pre-existing
calendar change was not scheduled in coordination with the release of material nonpublic information for the purpose of affecting the value of executive compensation or determining the terms or timing of equity awards.
As required by Item 402(x) of Regulation
S-K
under the Exchange Act, we are providing the following information related to the stock option grants awarded to our named executive officers during the Designated Period occurring during Fiscal 2025. All stock options are granted with an exercise price equal to the closing market price of our common stock on the date of grant.
Fiscal Year 2025 Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
 
 
Name
 
   
 
Grant Date
 
     
 
Number of
Securities
Underlying the
Award
 
     
 
Exercise Price of
the Award ($/Sh)
 
     
 
Grant Date Fair
Value of the
Award*
 
     
 
% Change in
Market Price
**
 
  
David A. Spector
      February 14, 2025        45,419      $ 101.76      $ 2,025,687        -0.87 % 
Doug Jones
      February 14, 2025        21,456      $ 101.76      $ 956,938        -0.87 % 
Daniel S. Perotti
      February 14, 2025        12,529      $ 101.76      $ 558,793        -0.87 % 
James Follette
      February 14, 2025        8,770      $ 101.76      $ 391,142        -0.87 % 
Derek W. Stark
      February 14, 2025        7,204      $ 101.76      $ 321,298        -0.87 % 
 
*
Amounts reflect the grant date fair value of stock option awards in accordance with Accounting Standards Codification Topic 718.
**
Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (%). The closing price per share of our common stock on February 18, 2025 (the trading date ending immediately prior to the filing of our Form
10-K
on February 19, 2025) was $101.81, and the closing price per share of our common stock on February 20, 2025 (the next trading date beginning immediately following the filing of our Form
10-K
on February 19, 2025) was $100.92.
 
Award Timing Method We historically have granted annual equity awards, including stock options, to our named executive officers at our regularly scheduled Compensation Committee meeting in the last week of February.  
Award Timing Predetermined true  
Award Timing MNPI Considered false  
MNPI Disclosure Timed for Compensation Value false  
David A. Spector [Member]    
Awards Close in Time to MNPI Disclosures    
Name   David A. Spector
Underlying Securities | shares   45,419
Exercise Price | $ / shares   $ 101.76
Fair Value as of Grant Date | $   $ 2,025,687
Underlying Security Market Price Change   (0.0087)
Doug Jones [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Doug Jones
Underlying Securities | shares   21,456
Exercise Price | $ / shares   $ 101.76
Fair Value as of Grant Date | $   $ 956,938
Underlying Security Market Price Change   (0.0087)
Daniel S. Perotti [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Daniel S. Perotti
Underlying Securities | shares   12,529
Exercise Price | $ / shares   $ 101.76
Fair Value as of Grant Date | $   $ 558,793
Underlying Security Market Price Change   (0.0087)
James Follette [Member]    
Awards Close in Time to MNPI Disclosures    
Name   James Follette
Underlying Securities | shares   8,770
Exercise Price | $ / shares   $ 101.76
Fair Value as of Grant Date | $   $ 391,142
Underlying Security Market Price Change   (0.0087)
Derek W. Stark [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Derek W. Stark
Underlying Securities | shares   7,204
Exercise Price | $ / shares   $ 101.76
Fair Value as of Grant Date | $   $ 321,298
Underlying Security Market Price Change   (0.0087)
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true