PennyMac Mortgage Investment Trust (PMT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, with shareholders voting on trustee elections, auditor ratification, and executive compensation.

• The company reported $119 million net income to common shareholders in 2024, with strong returns compared to the mortgage REIT industry.

• The board is classified into three staggered classes, with three Class I trustees up for election for terms expiring in 2028.

• Shareholder engagement, board diversity, and robust governance practices are emphasized.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I trustees, ratifying Deloitte as the independent auditor for 2025, and approving executive compensation by non-binding vote.

• The board recommends voting FOR all proposals.

• Majority voting standard applies for uncontested trustee elections.

Board of directors and corporate governance

• 80% of trustees are independent; the board includes a diverse mix of gender, race, and professional backgrounds.

• The board is led by the Chairman/CEO and an independent lead trustee, with regular executive sessions and annual evaluations.

• Six principal committees oversee audit, compensation, finance, governance, related party matters, and risk.

• Board refreshment and diversity are ongoing priorities, with five new trustees added since 2021.