UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

April 3, 202013, 2022

Dear Stockholder:

You are cordially invited to attend the 20202022 Annual Meeting of Stockholders, or the Annual Meeting, of PennyMac Financial Services, Inc. to be held on Thursday,Tuesday, May 28, 2020,24, 2022, at 11:00 a.m. Pacific Time. TheDue to the ongoing COVID-19 pandemic, the 2022 Annual Meeting will be heldconducted online via live webcast at our corporate offices located at 3043 Townsgate Road, Westlake Village, California 91361.*www.virtualshareholdermeeting.com/PFSI2022.

The Notice of 20202022 Annual Meeting of Stockholders and Proxy Statement are attached to this letter and contain information about the matters on which you will be asked to vote at the Annual Meeting. We will transact no other business at the Annual Meeting, except for business properly brought before the Annual Meeting or any postponement or adjournment thereof by our Board of Directors. Only our stockholders of record at the close of business on March 30, 2020,29, 2022, the record date, are entitled to vote at the Annual Meeting.

Your vote is very important. Please carefully read the Notice of 20202022 Annual Meeting of Stockholders and Proxy Statement so that you will know the matters on which we plan to vote at the Annual Meeting, and then vote your shares by proxy by mail, by Internet or by telephone as soon as possible to make sure that your shares are represented at the Annual Meeting. You may also cast your

ONLINE ANNUAL MEETING: To participate in the online Annual Meeting, you will need to log-in to www.virtualshareholdermeeting.com/PFSI2022 using the 16-digit control number found on the proxy card, voting instruction form, notice of internet availability of proxy materials or email, as applicable, previously sent or made available to stockholders entitled to vote in person at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct that firm or bank as to how to vote your shares.

ANNUAL MEETING ADMISSION: In order toPlease read “INFORMATION CONCERNING VOTING AND SOLICITATION—Who can attend the Annual Meeting?” in the accompanying Proxy Statement. If it is determined the Annual Meeting will be held at a different time or in person, youa different location or format (i.e., an in-person or hybrid meeting), an announcement of any such updates will need to present your admission ticket, or an account statement showing your ownershipbe provided by means of a press release, which will be posted on our common stock as ofwebsite (www.pennymacfinancial.com) and filed with the record date, and valid government-issued photo identification. The indicated portion of your proxy card will serve as your admission ticket.SEC via its EDGAR system.

On behalf of our Board of Directors, we thank you for your participation and look forward to seeing you on May 28th.your participation in our upcoming online Annual Meeting.

Sincerely,

* We intend to hold our Annual Meeting in person. However, we are monitoring developments regarding coronavirus disease 2019 (COVID-19) and are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will issue a press release announcing such change in advance, file the announcement with the Securities and Exchange Commission as additional proxy material, and will provide details on how to access, participate in and vote at the Annual Meeting at www.proxyvote.com or on our Investor Relations website at www.ir.pennymacfinancial.com/2020AnnMtg. As always, we encourage you to vote your shares prior to the Annual Meeting.

Notice of 20202022 Annual Meeting of Stockholders

By Order of the Board of Directors,

DEREK W. STARK

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2020:24, 2022:

This Notice of 20202022 Annual Meeting of Stockholders, Proxy Statement and 20192021 Annual Report to Stockholders, which includes our Annual Report on Form10-K for the fiscal year ended December 31, 2019,2021, are available at www.proxyvote.com.

Table of Contents

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Proxy Statement Summary

This summary contains highlights about our Board of Directors, or our Board, and the upcoming 20202022 Annual Meeting of Stockholders, or the Annual Meeting. References in this Proxy Statement to “we,” “us,” “our,” the “Company,” and “PNMAC” refer to PennyMac Financial Services, Inc. and its affiliates, unless the context otherwise requires. This summary does not contain all of the information that you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. This Proxy Statement has been made available to our stockholders on the Internet on or about April 13, 2022.

20202022 Annual Meeting of Stockholders

Voting Matters and Board Recommendations

Director Nominees

† Audit Committee Financial Expert

* Independent Lead Director

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† Audit Committee Financial Expert

* Independent Lead Director

We believe our Board possesses deep and broad skill sets and specific experience and expertise that facilitate strong oversight and strategic direction for us as a leading specialty financial services firm focused on the production and servicing of U.S. mortgage loans and the management of investments related to the U.S. mortgage market.

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Corporate Governance Highlights

We continuously monitor developments, trends and best practices in corporate governance and consider feedback from stockholders and proxy advisory firms, such as Institutional Shareholder Services, or ISS, as appropriate, when enhancing our governance, policies and structure.

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2019 BusinessFinancial Highlights⁽¹⁾

A summary of our full-year financial highlights is as follows:PennyMac Financial Services, Inc.

Full-Year 2019Full Year 2021 Financial and Operational Highlights⁽¹⁾

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COVID-19 Pandemic

The Company devoted substantial attention to responding to the human and business impact of the coronavirus or COVID-19 pandemic, while expanding our workforce and maintaining our operational focus. Throughout the COVID-19 pandemic, the Company acted to support its employees, customers and communities during these challenging times, responded to the associated business impact and developed protocols both for determining whether our businesses could remain open and for responsible operations when they could.

Our COVID-19 Response included:

Executive Compensation Highlights

Our compensation governance best practices are summarized as follows:

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Corporate Governance

Director Qualification, Board Refreshment and Selection Criteria

The Nominating and Corporate Governance Committee is responsible for developing the general criteria, subject to approval by the full Board, for use in identifying, evaluating and selecting qualified candidates for election orre-election to our Board. The Nominating and Corporate Governance Committee periodically reviews with our Board the appropriate skills and characteristics required of directors in the context of the current composition of our Board. Final approval of director candidates is determined by the full Board, and invitations to join our Board are extended by our Chairman on behalf of the entire Board.

The Nominating and Corporate Governance Committee, in accordance with our Corporate Governance Guidelines, seeks to create a board that is strong in its collective knowledge and has skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, risk management, corporate governance, and knowledge of the mortgage and real estate investment trust sectors and the global markets. The Nominating and Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience, and differences in viewpoints and skills. We do not have a formal policy with respect to diversity; however, our Board and Nominating and Corporate Governance Committee believe that it is essential that our directors represent diverse viewpoints and backgrounds. In considering candidates for our Board, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards and in light of the needs of our Board and our Company at that time, given the then current mix of director attributes. The Nominating and Corporate Governance Committee also considers a candidate’s accessibility and availability to serve effectively on our Board, and it conducts inquiries into the background and qualifications of potential candidates. With respect to the nomination of continuing directors forre-election, the individual’s past contributions to our Board are also considered.

Pursuant to a separate stockholder agreement with HC Partners LLC, or HCP, HCP has the right to nominate up to two individuals for election to our Board, depending on the percentage of the voting power of our outstanding shares of common stock that it holds, and we are obligated to use our best efforts to cause the election of those nominees. Based on current levels of ownership, HCP has the right to nominate two directors to the Board. HCP has elected to nominate one individual, Joseph Mazzella and Jonathon S. Jacobson for election to our Board. Although HCP has chosen not to exercise its right to nominate a second director at this time, it reserves the right to do so in the future as provided in the HCP stockholder agreement.

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee assesses the appropriate size of our Board and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that a vacancy is anticipated, or otherwise arises, the Nominating and Corporate Governance Committee considers whether to fill any such vacancy and, if so, identifies various potential candidates for director. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on our Board.

Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of our Board, professional search firms or other persons. The Nominating and Corporate Governance Committee also will consider recommendations for nominees properly submitted by our stockholders. These recommendations should be submitted in writing to our Secretary at our principal executive offices located at 3043 Townsgate Road, Westlake Village, California 91361.See “Information Concerning Voting and Solicitation—When are stockholder proposals due for the 2023 Annual Meeting of Stockholders?” for procedures on submitting any recommendations. If any materials are provided by a stockholder in connection with a recommendation for a director nominee, such materials are forwarded to the Nominating and Corporate Governance Committee. Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee, in the same manner as other recommendations, at its next regularly scheduled or special meeting. During 2019, theThe Nominating and Corporate Governance Committee did notmay also retain an independent third party to assist in identifying appropriate director candidates for our Board.

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Independence of Our Directors

The New York Stock Exchange, or NYSE, rules require that at least a majority of our directors be independent of our Company and management. The rules also require that our Board affirmatively determine that there are no material relationships between a director and us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) before such director can be deemed independent. We have adopted independence standards consistent with NYSE rules and the rules of the SEC. Our Board has reviewed both direct and indirect transactions and relationships that each of our directors has or had with us and our management.

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Succession Planning

Our Board oversees management’s succession plan for the Chairman and Chief Executive Officer and key positions at the executive officer level. Our Board annually reviews succession plans for the Chairman and Chief Executive Officer and executive management. In addition, the Chairman and Chief Executive Officer annually provides his assessment to our Board of executive leaders and their potential to succeed at key executive management positions.

The Role of the Board in Risk Oversight

Our senior management is responsible for designing, implementing and maintaining an effective and appropriate approach for managing enterprise risk. Our Board and each of its committees, and in particular, the Audit and Risk Committee,Committees, have an active role in overseeing our risk management process, while supporting organizational objectives, improving long-term organizational performance and creating stockholder value. A fundamental part of risk management oversight is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for our Company. The involvement of the full Board in determining our business strategy is a key part of its assessment of management’s appetite for risk and determination of what constitutes an appropriate level of risk for our Company. The Board also encourages senior management to promote a culture incorporating risk management into the Company’s corporate strategy and day-to-day business operations. The Board also continually works, with the input of the Company’s senior management, to assess and analyze the most likely areas of future risk. While our Board has the ultimate oversight responsibility for the risk management process, particularly with respect to those risks inherent in the operation of our businesses and the implementation of our strategic plan, the committees of our Board also share responsibility for overseeing specific areas of risk management as follows:

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about the nature of all such risks.

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Committees of the Board of Directors

Our Board has established six principal committees: the Audit Committee, the Compensation Committee, the Finance Committee, the Nominating and Corporate Governance Committee, the Related Party Matters Committee and the Risk Committee. Our Board committees have also adopted written charters that govern their conduct, each of which is available on our website at www.ir.pennymacfinancial.com.

The current chairs and members of the committees are identified in the following table:

†     – Chairman

*     – Independent Lead Director

CC – Committee Chair

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The primary committee responsibilities, current committee membership and number of meetings held by each such committee of our Board during 20192021 are summarized below:

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Board of Directors and Committee Meetings

During Fiscal 2019,2021, our full Board held six regular12 meetings. All directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. Each of our currentincumbent directors who served on the Board during Fiscal 2019 attended at least 83%75% of the aggregate number of meetings held in Fiscal 20192021 for the period during which such director served with respect to meetings of our Board and each committee on which such director served.

Emily Youssouf

Executive Sessions of the Independent  Management Directors

Our Corporate Governance Guidelines require thatDavid A. Spector^†

†     – Chairman

*     – Independent Lead Director

CC – Committee Chair

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The primary committee responsibilities, current committee membership and number of meetings held by each such committee of our Board during 2021 are summarized below:

Compensation Committee				Primary Responsibilities
Members:				The principal functions of the Compensation Committee Finance Committee,are to: •  evaluate the performance of our Chief Executive Officer and other executive officers; •  review and/or recommend to the Board the compensation of our Chief Executive Officer and other executive officers; •  adopt and administer compensation policies, plans and benefit programs for our executive officers and all other members of our executive team; •  review and recommend to our Board compensation plans, policies and programs; •  prepare the compensation committee report on executive compensation to be included in our annual proxy statement; •  review and discuss our compensation discussion and analysis to be included in our annual proxy statement; •  recommend to our Board the compensation for our non-management directors; •  collaborate with the Board’s Nominating and Corporate Governance Committee Related Party Matterson succession plans; and •  administer the issuance of any securities under the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan, as amended, or the 2013 Plan, and future equity incentive plans adopted by stockholders. The Compensation Committee may form, and Risk Committee require an annual performance evaluation. The Nominating and Corporate Governance Committee overseesdelegate authority to, subcommittees when it deems appropriate to the annual board assessment process and the implementationextent permitted under applicable law.
Farhad Nanji, Chair James K. Hunt Jeffrey A. Perlowitz
Meetings in 2021: 4
Our Board has determined that all of the annual committee assessments. The Nominating and Corporate Governancedirectors serving on the Compensation Committee typically engages an external evaluator to facilitateare independent under the board and committee assessment process. The key areas of focus for the evaluation are Board operations, Board accountability and committee performance. The resultsapplicable rules of the evaluation are reviewed withNYSE and SEC. For additional information on the Nominating and Corporate GovernanceCompensation Committee, andplease see the full Board. Codes of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics, which sets forth the basic principles and guidelines for resolving various legal and ethical questions that may arise in the workplace and in the conduct of our business. This code is applicable to all of our officers and directors, as well as to the employees of PNMAC. In addition, we have adopted a Code of Ethics for the Chairman, Chief Executive Officer and Senior Financial Officers, which sets forth specific policies to guide these individuals in the performance of their duties. The Code of Business Conduct and Ethics and the Code of Ethics for the Chairman, Chief Executive Officer and Senior Financial Officers are available on our website at www.ir.pennymacfinancial.com. Corporate Governance Guidelines We have adopted Corporate Governance Guidelines, available on our website at www.ir.pennymacfinancial.com, which, in conjunction with the charters and key practicessection below entitled “Report of the committees of our Board, provide the framework for the governance of our Company. In connection with the change to a majority voting standard in our Amended and Restated Bylaws, our Board also amended and restated our Corporate Governance Guidelines to provide that if any nominee for director fails to receive a majority vote for election orre-election, if so required, the director will promptly tender to the Board for its consideration his or her offer to resign from the Board.   |  2020 Proxy Statement 13   CORPORATE GOVERNANCE   Corporate Sustainability and Social ResponsibilityCompensation Committee.”     Commitment to Advancing ESG Priorities in Alignment with our Strategic Objectives. With oversight from our Board and the Nominating and Corporate Governance Committee, we are committed to being responsive to our stockholders and stakeholders as it relates to our environmental, social, and governance (ESG) principles and continuously improving our ESG and corporate sustainability related disclosures. Our Board believes that it is important to establish a robust corporate sustainability program and framework that will support our corporate initiatives. As part of our corporate sustainability program, we expect to issue a comprehensive corporate sustainability report that utilizes Sustainability Accounting Standards Board (SASB) industry-specific standards relevant to the mortgage finance industry, as well as other relevant standards and guidelines. We strive not only to drive high operational and financial performance but also to serve a greater social purpose through our core businesses, which are centered around the essential public good of homeownership. Mortgage banking allows us to serve our customers throughout the country by facilitating home purchases, refinancings that make homes more affordable, and, when necessary, loss mitigation alternatives designed to avoid foreclosure and keep our customers and their families in their homes. We also encourage and support principles of corporate sustainability through Board governance best practices, in our operations and throughout our communities. Corporate sustainability goals are included in our annual corporate strategic plan and are linked to compensation, including variable pay, where applicable. We believe these principles promote the sustainable, long-term growth of our organization for the benefit of our stockholders and the housing industry for the benefit of our customers, improving the environment in which we live. We hold ourselves accountable for managing our social, environmental and economic impact through a number of initiatives. Corporate Governance. We amended the Nominating and Corporate Governance Committee Charter to provide that this committee has specific oversight responsibility relating to our corporate sustainability practices, including environmental stewardship and corporate social responsibility, and will make recommendations to the Board, as appropriate. Our Board has established a set of principles, guidelines and practices that support sustainable financial performance and long-term value creation for our stockholders. Board Diversity. Currently, two women serve on our Board, representing 18% of our total Board members. In addition, we have a number of directors who represent other diverse backgrounds and experiences. Our Board believes that these sorts of diversity factors are essential in promoting our long-term sustainable growth. Our Board maintains a policy regarding the evaluation of director candidates which states that the Board in its selection of director candidates will consider the overall Board balance of diversity of viewpoints, backgrounds and experiences. Our Board has also established director selection criteria which provides that the Board in its selection of director candidates will consider factors that contribute to Board diversity in the broadest sense, including gender, ethnicity, geography, education, and personal and professional experiences. Environmental Sustainability. We seek to operate our facilities in an environmentally sustainable manner that manages our impact on the environment by investing in sustainable products and services, committing to increased waste recycling, focusing on energy efficiency and engaging in conservative water consumption practices. We are committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment. Diversity and Inclusion. We believe that building a diverse and inclusive, high-performing workforce where our employees bring diverse perspectives and varied experiences to work every day allows us to develop better and more innovative solutions for our customers. 52% of our employees are women. During Fiscal 2017, we established a mentorship program that is designed to promote opportunities for women at our company to strengthen networks, exchange ideas and build skills and relationships. Human Capital. Our long-term sustainability as a company is highly dependent upon our people. Our goal is to recruit and develop the best talent, provide a supportive work environment and promote healthy living. We support the U.S. military through our continued focus on recruiting and creating opportunities for veterans. We have also partnered with a third party to establish a comprehensive, fully integrated wellness program designed to enhance the productivity of our employees. We believe it is important to support human rights in every aspect of our operations. Our commitment to human rights is grounded in our Code of Business Conduct and Ethics, our various Company policy statements, and our vendor master services agreements. We have not been linked to any labor and human rights violations. 14   |  2020 10   |  2022 Proxy Statement     CORPORATE GOVERNANCE     CommunicationsFinance Committee Primary Responsibilities Members: The Finance Committee is responsible for overseeing the financial objectives, policies, procedures and activities of our Company, including a review of our capital structure, sources of funds, liquidity and financial position. In connection with these responsibilities of the Finance Committee, its principal functions are to: •  review, assess and monitor our Boardcapital structure, liquidity, capital adequacy and reserves; •  review and assess any policies we may establish from time to time that relate to our liquidity management, capital structure and dividend approvals; •  review our short- and long-term investment strategy, investment policies and the performance of Directorsour investments; •  monitor our capital budget; and •  review our policies and procedures on hedges, swaps and other derivative transactions. Emily Youssouf, Chair Jonathon S. Jacobson Anne D. McCallion Jeffrey A. Perlowitz Meetings in 2021: 5           Our stockholders and other interested persons may send written communications to the Board, committees of the Board and individual directors (including our independent lead director or theindependent/non-management directors as a group) by mailing those communications to: [Specified Addressee] c/o PennyMac Financial Services, Inc. 3043 Townsgate Road Westlake Village, California 91361 Email:PFSI_IR@pnmac.com Attention: Investor Relations Generally, these communications are sent by us directly to the specified addressee. Any communication that is primarily commercial, offensive, illegal or otherwise inappropriate, or does not substantively relate to the duties and responsibilities of our Board, may not be forwarded.        |  2020 Proxy Statement     15   PROPOSAL I – ELECTION OF DIRECTORS     PROPOSAL I – ELECTION OF DIRECTORS We have eleven (11) directors. The Board has nominated Stanford L. Kurland, David A. Spector, Anne D. McCallion, Matthew Botein, James K. Hunt, Patrick Kinsella, Joseph Mazzella, Farhad Nanji, Jeffrey A. Perlowitz, Theodore W. Tozer and Emily Youssouf for election as directors, and each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If our director nominees are elected at this year’s Annual Meeting, they will serve until our annual meeting of stockholders in 2021 and until their successors have been duly elected and qualified. Because this is considered an uncontested election under our Amended and Restated Bylaws, a nominee for director is elected to the Board if he or she receives a majority of the votes cast for his or her election, meaning the number of shares voted for such nominee’s election exceeds the number of shares voted against such nominee’s election. Abstentions and brokernon-votes will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent director receives a greater number of votes against his or her election than votes for such election, such director shall tender his or her resignation as provided in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee Primary Responsibilities Members: The principal functions of the Board will then act on an expedited basis to determine whether to accept the director’s tendered resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee are to: •  seek, consider and recommend to the full Board qualified candidates for election as directors and then recommend nominees for election as directors at the annual meeting of stockholders; •  review periodically with the Board and Compensation Committee the succession plans relating to the Chief Executive Officer and the Board will consider any factors they deem relevant.Company’s other executive officers; OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR STANFORD L. KURLAND, DAVID A. SPECTOR, ANNE D. MCCALLION, MATTHEW BOTEIN, JAMES K. HUNT, PATRICK KINSELLA, JOSEPH MAZZELLA, FARHAD NANJI, JEFFREY A. PERLOWITZ, THEODORE W. TOZER AND EMILY YOUSSOUF AS DIRECTORS TO SERVE UNTIL OUR 2021 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.• The following paragraphs provide the name  periodically prepare and age (as of April 3, 2020) of each director, as well as each director’s business experience over the last five years or more. Immediately following the description of each director’s business experience is a description of the particular experience, skills and qualifications that were instrumental insubmit to our Board for adoption the Nominating and Corporate Governance Committee’s determination that theselection criteria for director should serve on our Board.nominees; Name Age Position Stanford L. Kurland 67 Director, Chairman David A. Spector 57 Director Anne D. McCallion 65 Director Matthew Botein 47 Director James K. Hunt 68 Independent Lead Director Patrick Kinsella 66 Director Joseph Mazzella 67 Director Farhad Nanji 41 Director Jeffrey A. Perlowitz 63 Director Theodore W. Tozer 63 Director Emily Youssouf 68 Director 16   |  2020 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS     Director Nominees STANFORD L. KURLAND Mr. Kurland has been a member of our Board since our formation in December 2012 and has been our Chairman since January 2020. Prior thereto, he had been our executive chairman from January 2017 through December 2019 and our chairman of the board and chief executive officer from February 2013 through December 2016. Mr. Kurland also served as the chief executive officer of PNMAC from May 2013 through December 2016 and, prior thereto, served as chairman of the board and chief executive officer from its formation in January 2008 to May 2013. In addition, Mr. Kurland has been the executive chairman of PennyMac Mortgage Investment Trust, or PMT, since January 2017 and, prior thereto, had been the chairman of the board and chief executive officer of PMT from its formation in May 2009 through December 2016. He has also served as the chairman of PNMAC Capital Management, LLC, or PCM, since its formation in March 2008, and the chairman of PennyMac Loan Services, LLC, or PLS, since its formation in February 2008. Prior to PNMAC’s formation, Mr. Kurland served as a director and, from January 1979 to September 2006, held several executive positions, including president, chief financial officer and chief operating officer, at Countrywide Financial Corporation, or Countrywide, a diversified financial services company. Mr. Kurland holds a BS from California State University, Northridge. We believe Mr. Kurland is qualified to serve on our Board because of his experience as our previous chief executive officer and as an accomplished financial services executive with more than 40 years of experience in the mortgage banking arena.  Board Member Since:2012 Age: 67 DAVID A. SPECTOR Mr. Spector has been a member of our Board since our formation in December 2012 and has been our President and Chief Executive Officer since January 2017. He served as our executive managing director, president and chief operating officer from February 2016 through December 2016 and, prior thereto, as president and chief operating officer from February 2013 to February 2016. Mr. Spector also has been president and chief executive officer of PNMAC since January 2017 and, prior thereto, served in a variety of similar executive positions at PNMAC from January 2008 through December 2016. In addition, Mr. Spector has been a member of the board of PMT since its formation in May 2009 and chairman of the board of directors of PNMAC Mortgage Opportunity Fund, L.P. and PNMAC Mortgage Opportunity Fund, LLC since May 2008. Prior to joining PNMAC, Mr. Spector wasco-head of global residential mortgages for Morgan Stanley, a global financial services firm, based in London. Before joining Morgan Stanley in September 2006, Mr. Spector was the senior managing director, secondary marketing, at Countrywide, where he was employed from May 1990 to August 2006. Mr. Spector holds a BA from the University of California, Los Angeles. We believe Mr. Spector is qualified to serve on our Board because of his experience as a member of our executive management team and as an experienced executive with broad mortgage banking expertise in portfolio investments, interest rate and credit risk management, and capital markets activity that includes pricing, trading and hedging.  Board Member Since:2012 Age: 57 ANNE D. MCCALLION Ms. McCallion has been a member of our Board since February 2018. Ms. McCallion served as our Senior Managing Director and Chief Enterprise Operations Officer from January 2017 until her retirement in June 2019. Prior thereto, she served as our senior managing director and chief financial officer from February 2016 through December 2016 and as our chief financial officer from January 2013 to February 2016. Ms. McCallion also served in a variety of similar executive positions at PNMAC from May 2009 until her retirement. Ms. McCallion served as senior managing director and chief enterprise operations officer of PMT from January 2017 until her retirement in June 2019. Prior thereto, she served as its chief financial officer from its formation in 2009 through December 2016. She also was a member of the technical staff at the Financial Accounting Standards Board. Ms. McCallion holds a BS degree from Gannon University and an MBA degree from Ashland University. She is also a Certified Public Accountant (inactive). We believe Ms. McCallion is qualified to serve on our Board because of her prior experience as a seasoned executive with significant financial expertise and considerable knowledge in the financial and operational aspects of the mortgage banking business.  Board Member Since:2018 Age: 65   |  2020 Proxy Statement 17   PROPOSAL I – ELECTION OF DIRECTORS   MATTHEW BOTEIN Mr. Botein has been a member of our Board since our formation in December 2012. Since January 2017, Mr. Botein has served as managing partner at Gallatin Point LLC, a private investment and advisory firm. Since January 2017, he also has served as a consultant to BlackRock, Inc., or BlackRock, a global investment management firm, as part of a two year initial term during which he will advise BlackRock on certain aspects of its alternative investment business. Prior thereto, from November 2009 to January 2017, he was employed at BlackRock and held the position of managing director andco-head of BlackRock Alternative Investors and the title of chief investment officer for alternative investments. He previously served as chairman of Botein & Co., LLC, a private investment and advisory firm, from July 2009 through November 2009 and as a managing director of Highfields Capital Management LP, or Highfields, an investment management firm, from 2003 through June 2009. Mr. Botein also currently serves on the boards of Northeast Bancorp, a bank holding company, Hunt Capital Holdings, a real asset investment manager, and Fortuna Holdings Ltd. He formerly served on the boards of First American Corporation, PennyMac Mortgage Investment Trust and CoreLogic, Inc. Mr. Botein holds an AB from Harvard College and an MBA from the Harvard Business School. We believe Mr. Botein is qualified to serve on our Board because of his considerable experience in the financial services industry, where he has managed portfolio investments in the banking, insurance, asset management, capital markets and financial processing sectors.  Board Member Since:2012  Age: 47  Committees: •  Compensation (Chair) •   Finance JAMES K. HUNT Independent Lead Director Mr. Hunt has been a member of our Board since April 2013 and has been appointed to serve as our independent lead director. Mr. Hunt is currently retired. From November 2015 until his retirement in August 2016, Mr. Hunt served as the managing partner and CEO, middle market credit at Kayne Anderson Capital Advisors LLC, a leading alternative investment firm in the areas of energy, real estate, credit and specialty growth capital. From August 2014 to November 2015, Mr. Hunt served asnon-executive chairman of the board of THL Credit, Inc., an externally-managed,non-diversifiedclosed-end management investment company. Mr. Hunt served as chief executive officer and chief investment officer of THL Credit, Inc. and of THL Credit Advisors, a registered investment advisor that provides administrative services to THL Credit, Inc., from April 2010 to July 2014 and, prior thereto, held similar executive positions with predecessor entities since May 2007. Previously, Mr. Hunt was chief executive officer and managing partner of Bison Capital Asset Management, LLC, a private equity firm, from 2001 to 2007. Prior toco-founding Bison Capital, Mr. Hunt was the president of SunAmerica Corporate Finance and executive vice president of SunAmerica Investments (subsequently, AIG SunAmerica). Mr. Hunt currently serves on the board of CION Ares Diversified Credit Fund, a diversified,closed-end management investment company, and Hunt Capital Holdings. Mr. Hunt formerly served on the boards of THL Credit, Inc., THL Credit Advisors, Primus Guaranty, Ltd., Fidelity National Information Services, Inc. and Lender Processing Services, Inc. Mr. Hunt received a BBA from the University of Texas at El Paso and an MBA from the Wharton School of the University of Pennsylvania. We believe Mr. Hunt is qualified to serve on our Board because of his experience in capital markets and in managing financial services companies.  Board Member Since:2013  Age: 68  Committees: •  Compensation •  Governance and Nominating (Chair) PATRICK KINSELLA Mr. Kinsella has been a member of our Board since July 2014. Mr. Kinsella has served as an adjunct professor at the USC Marshall School of Business since August 2011. Prior to his retirement as a senior audit partner with KPMG LLP, or KPMG, in May 2013, Mr. Kinsella spent over 35 years at KPMG serving clients generally concentrated in the financial services sector, including banks, thrifts, mortgage companies, automotive finance companies, alternative investment companies and real estate companies. Mr. Kinsella also currently serves on the board of directors of Wrap Technologies, Inc., a developer of security products. Mr. Kinsella received a BS from California State University, Northridge and is a licensed certified public accountant in the State of California. We believe Mr. Kinsella is qualified to serve on our Board because of his extensive experience in providing professional accounting and auditing services to the financial services industry.  Board Member Since:2014  Age: 66  Committees: •  Audit (Chair) •  Related Party Matters •  Risk 18   |  2020 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS   JOSEPH MAZZELLA Mr. Mazzella has been a member of our Board since our formation in December 2012. Mr. Mazzella retired in March 2017 after serving as the managing director and the general counsel of Highfields, which he joined in 2002. Prior to joining Highfields, Mr. Mazzella was a partner at the law firm of Nutter, McClennen & Fish, L.L.P., in Boston, Massachusetts. Prior to private practice, he was an attorney at the Securities and Exchange Commission from 1978 to 1980, and previously served as a law clerk in the Superior Court of the District of Columbia. Mr. Mazzella has served on multiple public company boards of directors, including Alliant Techsystems, Inc. and Data Transmission Networks Corporation, and he served as chairman of the board of Insurance Auto Auctions, Inc. Mr. Mazzella received a BA from City College of New York and a JD from Rutgers University School of Law. We believe Mr. Mazzella is qualified to serve on our Board because of his broad experience and strong business and legal backgrounds in the financial services industry.  Board Member Since:2012  Age: 67  Committees: •  Nominating and Corporate Governance •  Related Party Matters (Chair) FARHAD NANJI Mr. Nanji has been a member of our Board since our formation in December 2012. In December 2016, Mr. Nanjico-founded MFN Partners Management, L.P., a value-oriented investment management firm based in Boston, Massachusetts. Prior thereto, until December 2015, Mr. Nanji served as a managing director of Highfields, where he focused on portfolio investments in distressed securities, restructurings, structured credit and global financial services from 2006. Prior to joining Highfields, Mr. Nanji was an associate with HighVista Strategies, an investment management firm, and he also served as an engagement manager in the financial institutions group at McKinsey & Company, a global consulting firm. Mr. Nanji received an MBA from Harvard Business School and a B.Com. degree from McGill University. We believe Mr. Nanji is qualified to serve on our Board because of his expertise in the mortgage and financial services businesses.  Board Member Since:2012 Age: 41  Committees: •  Compensation •  Governance and Nominating JEFFREY A. PERLOWITZ Mr. Perlowitz has been a member of our Board since February 2019. He is currently retired. From 1998 until his retirement in 2016, Mr. Perlowitz served as managing director andco-head of global securitized markets at Citigroup and predecessor entities, where he was responsible for sales and trading of residential mortgage loans, commercial mortgages and consumer products. He holds a B.S. in economics and accounting from The State University of New York at Albany. We believe Mr. Perlowitz is qualified to serve on our Board because of his extensive mortgage finance background and expertise in the securitization of residential mortgage loans.  Board Member Since:2019 Age: 63  Committees: •  Finance •  Risk   |  2020 Proxy Statement 19   PROPOSAL I – ELECTION OF DIRECTORS   THEODORE W. TOZER Mr. Tozer has been a member of our Board since August 2017. Mr. Tozer currently serves as a senior fellow at the Milken Institute’s Center for Financial Markets, where he leads the Institute’s housing finance reform work. Prior thereto, Mr. Tozer served as the president of the Government National Mortgage Association, or Ginnie Mae, from February 2010 to January 2017. Before joining Ginnie Mae, Mr. Tozer served as senior vice president of capital markets at National City Mortgage Company. He also has served as a charter member of the National Lender Advisory Boards of both Fannie Mae and Freddie Mac, chairman of the Capital Markets Committee of the Mortgage Bankers Association of America (MBA), and as a member of the Residential Board of Governors of the MBA. Mr. Tozer received a B.S. degree in Accounting and Finance from Indiana University in 1979, and is a Certified Public Accountant (inactive) and a Certified Management Accountant. We believe Mr. Tozer is qualified to serve on our Board because of his numerous years of experience in the mortgage and financial services businesses and his deep understanding of mortgage banking and agency relations.  Board Member Since:2017 Age: 63  Committees: •  Audit •  Related Party Matters •  Risk (Chair) EMILY YOUSSOUF Ms. Youssouf has been a member of our Board since November 2013. Ms. Youssouf has served as a clinical professor at the NYU Schack Institute of Real Estate since 2009. Ms. Youssouf served as vice chair of the New York City Housing Development Corporation from 2011 to 2013 and as a member of its board from 2013 to 2014. Previously, she served as an independent consultant from 2008 to 2011, during which time her clients included Rockefeller Foundation, Washington Square Partners and various real estate investors. Prior thereto, she was a managing director with JPMorgan Securities, Inc., a broker-dealer, from 2007 to 2008, and the president of the NYC Housing Development Corporation from 2003 to 2007. Ms. Youssouf has also held various senior positions at Natlis Settlements, LLC, Credit Suisse First Boston, Daiwa Securities America, Prudential Securities, Merrill Lynch and Standard & Poor’s. Ms. Youssouf currently serves as a board member of numerous organizations, including the JP Morgan Exchange-Traded Fund Trust where she serves as the chair of the Governance and Nominating Committee and as a member of the Audit and Valuation Committee, the NYC Health and Hospitals Corporation, the NYC School Construction Authority, the NYS Job Development Authority and the TransitCenter. Ms. Youssouf is a graduate of Wagner College and holds an MA in Urban Affairs and Policy Analysis from The New School for Social Research. We believe Ms. Youssouf is qualified to serve on our Board because of her numerous years of experience in the investment banking, finance and real estate industries and deep understanding of the housing market.  Board Member Since:2013 Age: 68  Committees: •  Audit •  Finance (Chair) 20   |  2020 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS   Non-Management  Director Compensation The Compensation Committee reviewsreview and recommendsmake recommendations to our Board on matters involving the form and level of director compensation and seeks outside advice from our independent compensation consultants on market practices when changes are contemplated. Director compensation was reviewed during September 2019 by our independent compensation consultants who found that our ongoing compensation was not an outlier relative to certain industry, S&P 600, and Russell 3000 benchmarks. The compensation program for ournon-management directors is intended to be competitive and fair so that we can attract the best talent to our Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have stock ownership guidelines to align the directors’ interests with our stockholders’ interests and to motivate our directors to focus on our long-term growth and success. Management directors who also serve as our executive officers are not paid any fees for serving on our Board or for attending Board meetings. The following table summarizes the annual retainer fees of ournon-management directors during Fiscal 2019: Base Annual Retainer, allnon-management directors $ 80,000 Additional Base Annual Retainer, independent lead director $ 30,000 Base Annual Retainer, allnon-management committee members: Audit Committee $ 10,000 Compensation Committee $ 7,750 Finance Committee $ 7,750 Nominating and Corporate Governance Committee $ 5,750 Related Party Matters Committee $ 5,750 Risk Committee $ 10,000 Additional Annual Retainer, all committee chairs: Audit Committee $ 12,000 Compensation Committee $ 10,750 Finance Committee $ 10,750 Nominating and Corporate Governance Committee $ 7,750 Related Party Matters Committee $ 7,750 Risk Committee $ 12,000 Our directors are also eligible to receive certain types of equity-based awards under the 2013 Plan. During Fiscal 2019, each of Messrs. Botein, Hunt, Kinsella, Mazzella, Nanji, Perlowitz and Tozer and Ms. Youssouf received a grant of 4,450 time-based restricted stock units, or RSUs, on March 15, 2019 and Ms. McCallion received a grant of 4,485 time-based RSUs on July 1, 2019, in each case with a grant date fair value of approximately $102,000. Subject to continued service through each vesting date, these RSUs generally vest in full on the one (1) year anniversary of the date of the grant, except in the case of Ms. McCallion, whose RSUs vested in full on March 15, 2020. Prior to the vesting of an RSU, such RSU is generally subject to forfeiture upon termination of service to us. Each independent director newly elected or appointed to our Board is entitled to receive aone-time initial RSU grant with a grant date fair value of approximately $102,000 in RSUs (annualized for the annual equity award cycle). Further, all members of our Board will be reimbursed for their reasonable out of pocket costs and expenses in attending all meetingsgeneral operation of our Board and its committees and certain other Company-related functions. Policy Regarding Receipt of Shares in Lieu of Cash Director Fees.During 2014, the Board adopted a policy wherebynon-management director fees may be paid in cash or common stock at the election of eachnon-management director. The number of shares of common stock delivered in lieu of any cash payment of director fees shall be equivalent in value to the amount of forgone director fees divided by the   |  2020 Proxy Statement 21   PROPOSAL I – ELECTION OF DIRECTORS   market value (as defined in our 2013 Plan) of the common stock on the last market trading day preceding the day on which the director fees otherwise would have been paid in cash to thenon-management director, rounded down to the nearest whole share. Change of Control. Upon a change of control (as defined in our 2013 Plan), all outstanding equity awards granted tonon-management directors will be assumed, or substantially equivalent rights will be substituted, or the awards otherwise will be continued in a manner satisfactory to the Compensation Committee, by the acquiring or succeeding entity or its affiliate. 2019 Director Compensation Table The table below summarizes the compensation earned by eachnon-management director who served on our Board for Fiscal 2019.   Name(1)          Fees Earned or Paid in Cash ($)(2)          Stock Awards ($)(3)(4)          Total   ($)         Matthew Botein                        106,250                    102,000                    208,250             James K. Hunt                132,369                    102,000                    234,369             Patrick Kinsella                117,750                    102,000                    219,750             Joseph Mazzella                —                    201,250                    201,250             Anne D. McCallion                45,402     (5)               102,000                    147,402             Farhad Nanji                —                    197,342                    197,342             Jeffrey Perlowitz                84,075                    106,478     (6)               190,823             Theodore W. Tozer                116,017                    102,000                    218,017             Emily Youssouf                108,103                    102,000                    210,103           (1) Mr. Kurland, our Chairman, and Mr. Spector, a director and our President and Chief Executive Officer, are not included in this table as they were officers of our Company during Fiscal 2019 and thus receive no additional compensation for their services as directors. Messrs. Kurland and Spector and Ms. McCallion received compensation as officers of our Company for Fiscal 2019. Compensation for Messrs. Kurland and Spector is included in the “2019 Summary Compensation Table.” (2) Reflects fees earned by the director in Fiscal 2019, whether or not paid in such year. During all or part of Fiscal 2019, each of Messrs. Hunt, Mazzella and Nanji elected to receive his director fees in shares of common stock in lieu of cash. (3) Reflects the grant date fair value, as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718, of RSUs granted to Messrs. Botein, Hunt, Kinsella, Nanji, Mazzella, Perlowitz and Tozer and Ms. Youssouf on March 15, 2019 and granted to Ms. McCallion on July 1, 2019. For more information on the assumptions used in our estimates of value, please refer toNote 21—Stock-based Compensation in our Annual Report on Form10-K filed on February 28, 2020. As of December 31, 2019, each of our directors held an aggregate number of RSUs in the following amounts: Messrs. Botein, Hunt, Kinsella, Mazzella and Nanji and Ms. Youssouf—8,891, Mr. Tozer—8,183, Mr. Perlowitz – 4,645 and Ms. McCallion – 12,074. (4) Each of Messrs. Mazzella and Nanji elected to receive shares of our common stock in lieu of cash director fees during all or a portion of Fiscal 2019. (5) Reflects fees paid in cash to Ms. McCallion during Fiscal 2019 in her capacity as anon-management director beginning July 1, 2019. (6) Includes aone-time initial equity grant of 195 RSUs with a grant date fair value of approximately $4,751 that Mr. Perlowitz received upon his appointment to our Board on February 20, 2019. Non-Management Director Stock Ownership Guidelines corporate governance guidelines;   Non-management•  directors are subjectannually recommend to robust stock ownership guidelines whereby each such director is expected to hold common stock and unvested RSUs with an aggregate market value equal to at least five times the base annual retainer.Non-management directors are expected to meet the ownership guidelines within five years from the date of appointment or election to the Board. Eachnon-management director who has been a member of our Board nominees for five years or more is in compliance with our stock ownership guidelines. The Nominating and Corporate Governance Committee will annually review each director’s progress toward meeting the stock ownership guidelines.of its committees; 22   |  2020 Proxy Statement   AUDIT MATTERS     Audit Matters• Report  annually facilitate the assessment of the Audit Committeeperformance of the individual committees and our Board as a whole and reporting thereon to our Board; and   •  regularly oversee our environmental, social and governance criteria and policies, practices and initiatives regarding corporate sustainability.   TheJames K. Hunt, Chair Jonathon S. Jacobson Joseph Mazzella Lisa M. Shalett Meetings in 2021: 4 Our Board of Directors has determined that all of the members ofdirectors serving on the AuditNominating and Corporate Governance Committee meet the independence and experience requirements of The New York Stock Exchange, or the NYSE, and that Mr. Kinsella is an “audit committee financial expert” within the meaning ofare independent under the applicable rules of the Securities and Exchange Commission, or the SEC, and the NYSE.   |  2022 Proxy Statement 11   CORPORATE GOVERNANCE   Related Party Matters Committee Primary Responsibilities Members: The Audit Committee met 10 times in 2019. The Audit Committee’s agenda is established by the Chairprincipal functions of the Audit Committee. The AuditRelated Party Matters Committee engaged Deloitte & Touche LLP,are to: •  establish policies and procedures related to the identification and management of certain transactions, and resolve other potential conflicts of interest, between our Company and any of our subsidiaries, on the one hand, and PennyMac Mortgage Investment Trust, or Deloitte, as the Company’s independent registered public accounting firm and reviewed with the Company’s Chief Financial Officer and Deloitte the overall audit scope and plans, the results of the external audit examination, evaluations by the independent registered public accounting firm of the Company’s internal controls and the quality of its financial reporting. The Audit Committee has reviewed and discussed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also discussed with Deloitte other matters required to be discussed by a registered public accounting firm with the Audit Committee under applicable standards of the Public Company Accounting Oversight Board, or the PCAOB. The Audit Committee received and discussed with Deloitte its annual written report on its independence from the Company’sPMT, and its management,subsidiaries and any other non-wholly-owned entity that we manage or over which is made pursuant to applicable requirements of the PCAOB and considered with Deloitte whether the provision ofnon-audit services is compatible with its independence. In performing all of these functions, the Audit Committee acts only in an oversight capacity and, necessarily, in its oversight role, the Audit Committee relieswe have control (whether through ownership, voting power, contract or otherwise), on the workother hand; •  establish policies and assurancesprocedures related to the identification of the Company’s management,any other transactions in which has the primary responsibility for financial statementscertain related parties, including our directors, executive officers and reports,their family members, have a direct or indirect interest; •  oversee and of Deloitte, which, in its report, expresses an opinion on the conformity of the Company’s annual financial statements to generally accepted accounting principlesadminister all such policies; and on the effectiveness of its internal control over financial reporting as ofyear-end. In reliance on these reviews •  review and, discussions, and the report of Deloitte, the Audit Committee recommendedif necessary, approve and/or make recommendations to the Board regarding all such transactions, including, but not limited to, our management agreement, flow servicing agreement, mortgage banking services agreement, MSR recapture agreement, and mortgage loan purchase agreement with PMT, and any amendments of Directors, and the Board of Directors approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 28, 2020.or extensions to such agreements. The foregoing report has been furnished by the current members of the Audit Committee:Joseph Mazzella, Chair Patrick KinsellaChair Theodore W. Tozer Meetings in 2021: 4 Our Board has determined that all of the directors serving on the Related Party Matters Committee are independent under the applicable rules of the NYSE. Risk Committee Primary Responsibilities Members: The principal function of the Risk Committee is to assist our Board in fulfilling its oversight responsibilities relating to: (i) our Company’s aggregate risk profile; (ii) specific risks expressly delegated to the Risk Committee, including credit risk, mortgage compliance risk, and operational risk; and (iii) management’s approach for assessing, monitoring and controlling such aggregate and specific risks. In carrying out its duties, the responsibilities of the Risk Committee include, but are not limited to, the following: •  reviewing, discussing and overseeing our management’s establishment and operation of our Company’s enterprise risk management (and any significant changes thereto); •  reviewing annually a schedule of all identified risks facing our Company and the alignment of such risks with our management committees and committees of our Board; •  reviewing annually our enterprise risk management policy; •  reviewing and overseeing credit risk, mortgage compliance risk, and operational risk (including regular reviews of risks arising from cybersecurity and data privacy), as well as the establishment and operation of policies and procedures and remediation for any deficiencies with respect to such specific risks; and •  directing management to evaluate the effectiveness of our risk management. Theodore W. Tozer, Chair Patrick Kinsella Anne D. McCallion Jeffrey A. Perlowitz Meetings in 2021: 4 12   |  2022 Proxy Statement   CORPORATE GOVERNANCE   Board of Directors and Committee Meetings During Fiscal 2021, our full Board held 12 meetings. All directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. Each of our incumbent directors attended at least 75% of the aggregate number of meetings held in Fiscal 2021 for the period during which such director served with respect to meetings of our Board and each committee on which such director served. Emily Youssouf X CC   Management Directors David A. Spector† †     – Chairman *     – Independent Lead Director CC – Committee Chair   |  2022 Proxy Statement 9   CORPORATE GOVERNANCE   The primary committee responsibilities, current committee membership and number of meetings held by each such committee of our Board during 2021 are summarized below: Audit Committee Primary Responsibilities Members: The Audit Committee assists our Board in overseeing: •  our accounting and financial reporting processes; •  the integrity and audits of our financial statements; •  our internal control function; •  our compliance with related legal and regulatory requirements; •  the effectiveness of our compliance programs as they relate to applicable laws and regulations governing securities, financial and accounting matters; •  the qualifications and independence of our independent registered public accounting firm; and •  the performance of our independent registered public accounting firm and our internal auditors. The Audit Committee is also responsible for preparing an audit committee report to be included in our annual proxy statement, reviewing and discussing management’s discussion and analysis of financial condition and results of operations to be included in our filings with the Securities and Exchange Commission, or SEC, the engagement, retention and compensation of our independent registered public accounting firm, reviewing with our independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by our independent registered public accounting firm, considering the range of audit and permissible non-audit fees, and reviewing the adequacy of our internal accounting controls. Patrick Kinsella, Chair Lisa M. Shalett Theodore W. Tozer Emily Youssouf Meetings in 2021: 9 Mr. Kinsella serves as an “audit committee financial expert,” as that term is defined by the SEC. Each of the members of the Audit Committee is “financially literate” under the rules of the NYSE. Our Board has determined that all of the directors serving on the Audit Committee are independent under the applicable rules of the NYSE and SEC. For additional information on the Audit Committee, please see the section below entitled “Report of the Audit Committee.” Compensation Committee Primary Responsibilities Members: The principal functions of the Compensation Committee are to: •  evaluate the performance of our Chief Executive Officer and other executive officers; •  review and/or recommend to the Board the compensation of our Chief Executive Officer and other executive officers; •  adopt and administer compensation policies, plans and benefit programs for our executive officers and all other members of our executive team; •  review and recommend to our Board compensation plans, policies and programs; •  prepare the compensation committee report on executive compensation to be included in our annual proxy statement; •  review and discuss our compensation discussion and analysis to be included in our annual proxy statement; •  recommend to our Board the compensation for our non-management directors; •  collaborate with the Board’s Nominating and Corporate Governance Committee on succession plans; and •  administer the issuance of any securities under the PennyMac Financial Services, Inc. 2013 Equity Incentive Plan, as amended, or the 2013 Plan, and future equity incentive plans adopted by stockholders. The Compensation Committee may form, and delegate authority to, subcommittees when it deems appropriate to the extent permitted under applicable law. Farhad Nanji, Chair James K. Hunt Jeffrey A. Perlowitz Meetings in 2021: 4 Our Board has determined that all of the directors serving on the Compensation Committee are independent under the applicable rules of the NYSE and SEC. For additional information on the Compensation Committee, please see the section below entitled “Report of the Compensation Committee.” 10   |  2022 Proxy Statement   CORPORATE GOVERNANCE   Finance Committee Primary Responsibilities Members: The Finance Committee is responsible for overseeing the financial objectives, policies, procedures and activities of our Company, including a review of our capital structure, sources of funds, liquidity and financial position. In connection with these responsibilities of the Finance Committee, its principal functions are to: •  review, assess and monitor our capital structure, liquidity, capital adequacy and reserves; •  review and assess any policies we may establish from time to time that relate to our liquidity management, capital structure and dividend approvals; •  review our short- and long-term investment strategy, investment policies and the performance of our investments; •  monitor our capital budget; and •  review our policies and procedures on hedges, swaps and other derivative transactions. Emily Youssouf, Chair Jonathon S. Jacobson Anne D. McCallion Jeffrey A. Perlowitz Meetings in 2021: 5 Nominating and Corporate Governance Committee Primary Responsibilities Members: The principal functions of the Nominating and Corporate Governance Committee are to: •  seek, consider and recommend to the full Board qualified candidates for election as directors and then recommend nominees for election as directors at the annual meeting of stockholders; •  review periodically with the Board and Compensation Committee the succession plans relating to the Chief Executive Officer and the Company’s other executive officers; •  periodically prepare and submit to our Board for adoption the Nominating and Corporate Governance Committee’s selection criteria for director nominees; •  review and make recommendations to our Board on matters involving the general operation of our Board and our corporate governance guidelines; •  annually recommend to our Board nominees for each of its committees; •  annually facilitate the assessment of the performance of the individual committees and our Board as a whole and reporting thereon to our Board; and •  regularly oversee our environmental, social and governance criteria and policies, practices and initiatives regarding corporate sustainability. James K. Hunt, Chair Jonathon S. Jacobson Joseph Mazzella Lisa M. Shalett Meetings in 2021: 4 Our Board has determined that all of the directors serving on the Nominating and Corporate Governance Committee are independent under the applicable rules of the NYSE.   |  2022 Proxy Statement 11   CORPORATE GOVERNANCE   Related Party Matters Committee Primary Responsibilities Members: The principal functions of the Related Party Matters Committee are to: •  establish policies and procedures related to the identification and management of certain transactions, and resolve other potential conflicts of interest, between our Company and any of our subsidiaries, on the one hand, and PennyMac Mortgage Investment Trust, or PMT, and its subsidiaries and any other non-wholly-owned entity that we manage or over which we have control (whether through ownership, voting power, contract or otherwise), on the other hand; •  establish policies and procedures related to the identification of any other transactions in which certain related parties, including our directors, executive officers and their family members, have a direct or indirect interest; •  oversee and administer all such policies; and •  review and, if necessary, approve and/or make recommendations to the Board regarding all such transactions, including, but not limited to, our management agreement, flow servicing agreement, mortgage banking services agreement, MSR recapture agreement, and mortgage loan purchase agreement with PMT, and any amendments of or extensions to such agreements. Joseph Mazzella, Chair Patrick Kinsella Theodore W. Tozer Meetings in 2021: 4 Our Board has determined that all of the directors serving on the Related Party Matters Committee are independent under the applicable rules of the NYSE. Risk Committee Primary Responsibilities Members: The principal function of the Risk Committee is to assist our Board in fulfilling its oversight responsibilities relating to: (i) our Company’s aggregate risk profile; (ii) specific risks expressly delegated to the Risk Committee, including credit risk, mortgage compliance risk, and operational risk; and (iii) management’s approach for assessing, monitoring and controlling such aggregate and specific risks. In carrying out its duties, the responsibilities of the Risk Committee include, but are not limited to, the following: •  reviewing, discussing and overseeing our management’s establishment and operation of our Company’s enterprise risk management (and any significant changes thereto); •  reviewing annually a schedule of all identified risks facing our Company and the alignment of such risks with our management committees and committees of our Board; •  reviewing annually our enterprise risk management policy; •  reviewing and overseeing credit risk, mortgage compliance risk, and operational risk (including regular reviews of risks arising from cybersecurity and data privacy), as well as the establishment and operation of policies and procedures and remediation for any deficiencies with respect to such specific risks; and •  directing management to evaluate the effectiveness of our risk management. Theodore W. Tozer, Chair Patrick Kinsella Anne D. McCallion Jeffrey A. Perlowitz Meetings in 2021: 4 12   |  2022 Proxy Statement   CORPORATE GOVERNANCE   Board of Directors and Committee Meetings During Fiscal 2021, our full Board held 12 meetings. All directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. Each of our incumbent directors attended at least 75% of the aggregate number of meetings held in Fiscal 2021 for the period during which such director served with respect to meetings of our Board and each committee on which such director served. Executive Sessions of the Independent Directors Our Corporate Governance Guidelines require that our Board hold at least four regularly scheduled meetings each year and that our independent directors meet in executive session without management on a regularly scheduled basis. These executive sessions, which are designed to promote unfettered discussions among our independent directors, are presided over by the independent lead director. Attendance by Members of our Board of Directors at the 2021 Annual Meeting of Stockholders We expect each member of the Board to attend our annual meetings of stockholders except for absences due to causes beyond the reasonable control of the director. Each incumbent director serving during the 2021 annual meeting of stockholders attended the meeting. Board Evaluations The charters of each of the Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee, Related Party Matters Committee and Risk Committee require an annual performance evaluation. The Nominating and Corporate Governance Committee oversees the annual board assessment process and the implementation of the annual committee assessments. The Nominating and Corporate Governance Committee typically engages an external evaluator to facilitate the board and committee assessment process. The key areas of focus for the evaluation are Board operations, Board accountability and committee performance. The results of the evaluation are reviewed with the Nominating and Corporate Governance Committee and the full Board. Below is an example of a typical external evaluator led board evaluation. Commencement Evaluation Analysis Findings Follow-Up The Nominating and Corporate Governance Committee Chair engages an outside law firm and they jointly develop a comprehensive questionnaire to serve as the basis for the interview with each director. Questionnaires are distributed and the outside law firm interviews each director, soliciting feedback on the effectiveness of the Board and the directors individually including on board size, compositions, board and committee structure and overall performance. The outside law firm synthesizes the interview discussions and prepares a summary of findings and themes for the Nominating and Corporate Governance Committee, working with the Chair. The outside law firm and Chair present their findings and themes to the Nominating and Corporate Governance Committee, which discuss the findings. The Nominating and Corporate Governance Committee Chair then presents the findings to the Board. Results requiring additional considerations are addressed at subsequent meetings and reported back to the Board, where appropriate. Codes of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics, which sets forth the basic principles and guidelines for resolving various legal and ethical questions that may arise in the workplace and in the conduct of our business. This code is applicable to all of our officers, employees and directors. In addition, we have adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, which sets forth specific policies to guide these individuals in the performance of their duties. The Code of Business Conduct and Ethics and the Code of Ethics for the Chairman, Chief Executive Officer and Senior Financial Officers are available on our website at www.ir.pennymacfinancial.com. Our directors, officers and employees are also encouraged to anonymously report suspected violations of the Code of Business Conduct and Ethics through various means, including a toll-free hotline available 24 hour, 7 days a week.   |  2022 Proxy Statement 13   CORPORATE GOVERNANCE   Corporate Governance Guidelines We have adopted Corporate Governance Guidelines, available on our website at www.ir.pennymacfinancial.com, which, in conjunction with the charters and key practices of the committees of our Board, provide the framework for the governance of our Company. Pursuant to the majority voting standard in our Amended and Restated Bylaws, our Corporate Governance Guidelines provide that if any nominee for director fails to receive a majority vote for election or re-election, if so required, the director will promptly tender to the Board for its consideration his or her offer to resign from the Board. Corporate Sustainability and ESG Overview and Goals Commitment to Advancing Corporate Sustainability and ESG Priorities in Alignment with our Strategic Objectives. With oversight from our Board, the Nominating and Corporate Governance Committee and the Risk Committee, we are committed to being responsive to our stakeholders as it relates to managing the environmental, social, and governance (ESG) impacts of our business activities and continuously improving our corporate sustainability and ESG related disclosures. Our Board believes that it is important to establish a robust corporate sustainability and ESG program and framework that will support our corporate initiatives. This year, as part of our ongoing corporate sustainability and ESG program, we will publish another corporate sustainability and ESG report on our website with additional goals and Sustainability Accounting Standards Board industry-specific standards relevant to the mortgage finance industry. Our corporate sustainability and ESG report is prepared by our Senior Managing Director, Chief Strategic Planning and Corporate Sustainability Officer and our Managing Director, Corporate Sustainability. We maintain a Corporate Sustainability Subcommittee and a Corporate Sustainability and ESG Policy, which defines the framework requirements and governing platform for how we identify and manage the ESG impacts of our operations in furtherance of our strategic plans. We strive not only to drive high operational and financial performance but also to serve a greater social purpose through our core businesses, which are centered on the essential public good of homeownership. Mortgage banking allows us to serve our customers throughout the country by facilitating home purchases, refinancings that make homes more affordable, and, when necessary, loss mitigation alternatives designed to avoid foreclosure and keep our customers and their families in their homes. We also encourage and support principles of corporate sustainability through Board governance best practices, in our operations and throughout our communities. Corporate sustainability goals are included in our annual corporate strategic plan and are linked to compensation, including variable pay, where applicable. We believe these principles promote the sustainable, long-term growth of our organization for the benefit of our stockholders and the housing industry for the benefit of our customers, improving the environment in which we live. We hold ourselves accountable for managing the ESG impact of our business activities through a number of initiatives. Corporate Sustainability and ESG Governance. Our Nominating and Corporate Governance Committee has specific oversight responsibility relating to our corporate sustainability and ESG practices, including environmental stewardship, human capital management (including diversity, equity and inclusion, talent management and employee engagement), community involvement and corporate governance, and, as appropriate, will make recommendations to our full Board. In addition, our Compensation Committee has oversight of talent management and our compensation programs and our Risk Committee has oversight of our enterprise risk management framework. Our Board has established a set of principles, guidelines and practices that support sustainable financial performance and long-term value creation for our stockholders. Environmental Sustainability. We seek to operate our facilities in an environmentally sustainable manner that manages our impact on the environment by investing in sustainable products and services, committing to increased waste recycling, focusing on energy efficiency and engaging in conservative water consumption practices. We are committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment. Board Diversity. Currently, three women serve on our Board representing 27% of our board members. In addition, three directors self-identify as representing underrepresented communities, including one director of Indian/South Asian heritage, one director of Middle-Eastern/North African heritage and one director of gay, lesbian, bisexual or transgender orientation. Our Board believes that these sorts of diversity factors are essential in promoting our long-term sustainable growth. Our Board maintains a policy regarding the evaluation of director candidates which states that the Board in its selection of director candidates will consider the overall Board balance of diversity of viewpoints, backgrounds and experiences. Our Board has also established director selection criteria which provides that the Board in its selection of director candidates will consider factors that contribute to Board diversity in the broadest sense, including gender, ethnicity, geography, education, and personal and professional experiences. In addition, we believe we are in compliance with California’s board diversity requirements. 14   |  2022 Proxy Statement   CORPORATE GOVERNANCE   Our Workforce Diversity Workforce Our long-term growth and success is highly dependent upon our employees and our ability to maintain a diverse, equitable and inclusive workplace representing a broad spectrum of backgrounds, ideas and perspectives. As part of these efforts, we strive to offer competitive compensation and benefits, foster a community where everyone feels a greater sense of belonging and purpose, and provide employees with the opportunity to give back and make an impact in the communities where we live and serve. We had over 6,900 domestic employees as of the end of Fiscal 2021. In addition, as of the end of Fiscal 2021, our workforce was 51.7% female and 48.3% male, and the ethnicity of our workforce was 42.9% White, 22.3% Hispanic or Latino, 17.2% Black or African American, 11.5% Asian and 6.1% other (which includes American Indian or Alaska Native, Native Hawaiian or Other Pacific Islander, and “Two or More Races”). Recruiting and Employee Retention We believe in attracting, developing and engaging the best talent, while providing a supportive work environment that prioritizes the health and safety of our employees. Our compensation programs are designed to motivate and reward employees who possess the necessary skills to support our business strategy and create long-term value for our stockholders. Employee compensation may include base salary, annual cash incentives, and long-term equity incentives, as well as life and health insurance and 401(k) plan matching contributions. Employees receive regular business and compliance training to help further enhance their career development objectives. For example, the average employee business and compliance training completion rate was 97% company-wide in 2021. We also actively manage enterprise-wide and divisional mentoring programs and have partnered with an external vendor to establish a comprehensive, fully integrated wellness program designed to enhance the productivity of our employees. We also support the U.S. military through our continued focus on recruiting and creating opportunities for veterans. For example, we maintain the SERVE (Support & Engagement for Reservist & Veteran Employees) Business Resource Group or BRG to further our efforts to attract, develop and engage an inclusive community of veterans and their families. Diversity, Equity and Inclusion We believe that building a diverse, equitable and inclusive, high-performing workforce where our employees bring varied perspectives and experiences to work every day creates a positive influence in our workplace, community and business operations. Our Board, Nominating and Corporate Governance Committee, Compensation Committee, and Risk Committee provide regular oversight of our corporate sustainability program, including our diversity, equity and inclusion programs and initiatives. We have also taken proactive measures to strategically and sustainably advance equity in the workplace through the establishment of several BRGs, a diversity hiring initiative, mentorship programs, and external partnerships with organizations such as the Mortgage Bankers Association and the National Association of Minority Mortgage Bankers of America. We also established leadership goals and created customized initiatives that focus on our continued effort to increase the number of women and underrepresented minorities in management positions throughout our company and its business divisions. As it relates to our inclusive culture, we established the following BRGs to emphasize career growth, networking, and learning opportunities for employees and allies with shared backgrounds and experiences: the BOLD BRG (for Black and African American employees and allies), the HOLA BRG (for Hispanic or Latino employees and allies, the InspirASIAN BRG (for our Asian American and Pacific Islander employees and allies), the Pennymac PRIDE BRG (for our LGBTQ employees and allies), the SERVE BRG (for our veteran and military family employees and allies), and the wEMRG BRG (for our women employees and allies). We also foster a more inclusive culture through a variety of initiatives, including corporate training, special events, community outreach and corporate philanthropy.   |  2022 Proxy Statement 15   CORPORATE GOVERNANCE   Community Involvement We have a corporate philanthropy program that is governed by a philosophy of giving that prioritizes the support of causes and issues that are important in our local communities, and drives a culture of employee engagement and collaboration throughout our organization. We are committed to empowering our employees to be a positive influence in the communities where we live and serve, and believe that this commitment supports our efforts to attract and engage employees and improve retention. Our philanthropy program consists of three key components: an employee matching gift program, a charitable grants program and a corporate sponsorship program. Our five philanthropic focus areas are: community development and equitable housing, financial literacy and economic inclusion, human and social services, health and medical research, and environmental sustainability. We have established a separate donor advised fund to facilitate donations to various local and national charitable organizations and have provided funding to several charitable organizations located near our office sites and national organizations that support missions such as sustainable homeownership, mortgage and rental assistance, food insecurity, disaster recovery, family and child advocacy, and community empowerment. Communications with our Board of Directors Our stockholders and other interested persons may send written communications to the Board, committees of the Board and individual directors (including our independent lead director or the independent/non-management directors as a group) by mailing those communications to: [Specified Addressee] c/o PennyMac Financial Services, Inc. 3043 Townsgate Road Westlake Village, California 91361 Email: PFSI_IR@pnmac.com Attention: Investor Relations Generally, these communications are sent by us directly to the specified addressee. Any communication that is primarily commercial, offensive, illegal or otherwise inappropriate, or does not substantively relate to the duties and responsibilities of our Board, may not be forwarded. 16   |  2022 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS   PROPOSAL I – ELECTION OF DIRECTORS We have eleven directors. Stanford L. Kurland, our founder and non-executive Chairman died on January 23, 2021. We are grateful to Mr. Kurland for his past services to the Company. The Board has nominated David A. Spector, James K. Hunt, Jonathon S. Jacobson, Patrick Kinsella, Joseph Mazzella, Anne D. McCallion, Farhad Nanji, Jeffrey A. Perlowitz, Lisa M. Shalett, Theodore W. Tozer and Emily Youssouf for election as directors, and each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If our director nominees are elected at this year’s Annual Meeting, they will serve until our 2023 annual meeting of stockholders and until their successors have been duly elected and qualified. Because this is considered an uncontested election under our Amended and Restated Bylaws, a nominee for director is elected to the Board if he or she receives a majority of the votes cast for his or her election, meaning the number of shares voted for such nominee’s election exceeds the number of shares voted against such nominee’s election. Abstentions and broker non-votes will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent director receives a greater number of votes against his or her election than votes for such election, such director shall tender his or her resignation as provided in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee of the Board will then act on an expedited basis to determine whether to accept the director’s tendered resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee and the Board will consider any factors they deem relevant. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR DAVID A. SPECTOR, JAMES K. HUNT, JONATHON S. JACOBSON, PATRICK KINSELLA, JOSEPH MAZZELLA, ANNE D. MCCALLION, FARHAD NANJI, JEFFREY A. PERLOWITZ, LISA M. SHALETT, THEODORE W. TOZER AND EMILY YOUSSOUF AS DIRECTORS TO SERVE UNTIL OUR 2023 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED. The following paragraphs provide the name and age of each director, as well as each director’s business experience over the last five years or more. Immediately following the description of each director’s business experience is a description of the particular experience, skills and qualifications that were instrumental in the Nominating and Corporate Governance Committee’s determination that the director should serve on our Board. Name Age Position David A. Spector 59 Chairman James K. Hunt 70 Director Jonathon S. Jacobson 60 Director Patrick Kinsella 68 Director Joseph Mazzella 69 Director Anne D. McCallion 67 Director Farhad Nanji 43 Director Jeffrey A. Perlowitz 65 Independent Lead Director Lisa M. Shalett 55 Director Theodore W. Tozer 65 Director Emily Youssouf   70 Director   |  2022 Proxy Statement 17   PROPOSAL I – ELECTION OF DIRECTORS   Director Nominees  DAVID A. SPECTOR Mr. Spector has been a member of our Board since December 2012 and has been our Chairman and Chief Executive Officer since February 2021 and, prior thereto, as our President and Chief Executive Officer since January 2017. He served as our executive managing director, president and chief operating officer from February 2016 through December 2016 and, prior thereto, as president and chief operating officer from February 2013 to February 2016. Mr. Spector has also served in a variety of similar executive positions at PNMAC since its founding in January 2008. In addition, Mr. Spector has been a member of the board of PMT since its formation in May 2009 and has served as its chairman since February 2021. Prior to joining PNMAC, Mr. Spector was co-head of global residential mortgages for Morgan Stanley, a global financial services firm, based in London. Before joining Morgan Stanley in September 2006, Mr. Spector was the senior managing director, secondary marketing, at Countrywide, where he was employed from May 1990 to August 2006. Mr. Spector holds a BA from the University of California, Los Angeles. We believe Mr. Spector is qualified to serve on our Board because of his experience as a member of our executive management team and as an experienced executive with broad mortgage banking expertise in portfolio investments, interest rate and credit risk management, and capital markets activity that includes pricing, trading and hedging.  Board Member Since: 2012 Age: 59  JAMES K. HUNT Mr. Hunt has been a member of our Board since April 2013 and served as our independent lead director from April 2014 until February 2021. Mr. Hunt is currently retired. From November 2015 until his retirement in August 2016, Mr. Hunt served as the managing partner and Chief Executive Officer, middle market credit at Kayne Anderson Capital Advisors LLC, a leading alternative investment firm in the areas of energy, real estate, credit and specialty growth capital. From August 2014 to November 2015, Mr. Hunt served as non-executive chairman of the board of THL Credit, Inc., an externally-managed, non-diversified closed-end management investment company. Mr. Hunt served as chief executive officer and chief investment officer of THL Credit, Inc. and of THL Credit Advisors, a registered investment advisor that provides administrative services to THL Credit, Inc., from April 2010 to July 2014 and, prior thereto, held similar executive positions with predecessor entities since May 2007. Previously, Mr. Hunt was chief executive officer and managing partner of Bison Capital Asset Management, LLC, a private equity firm, from 2001 to 2007. Prior to co-founding Bison Capital, Mr. Hunt was the president of SunAmerica Corporate Finance and executive vice president of SunAmerica Investments (subsequently, AIG SunAmerica). Mr. Hunt currently serves on the board of CION Ares Diversified Credit Fund, a diversified, closed-end management investment company, and Hunt Capital Holdings. Mr. Hunt formerly served on the boards of THL Credit, Inc., THL Credit Advisors, Primus Guaranty, Ltd., Fidelity National Information Services, Inc. and Lender Processing Services, Inc. Mr. Hunt received a BBA from the University of Texas at El Paso and an MBA from the Wharton School of the University of Pennsylvania. We believe Mr. Hunt is qualified to serve on our Board because of his experience in capital markets and in managing financial services companies.  Board Member Since: 2013  Age: 70  Committees: •  Compensation •  Nominating and Corporate Governance (Chair) 18   |  2022 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS    JONATHON S. JACOBSON Mr. Jacobson has been a member of our Board since February 2021. Mr. Jacobson is the founder of HighSage Ventures LLC, a private investment firm formed in 2019, which exclusively manages his family’s assets and those of the One8 Foundation. From 1998 to 2019, he served as the Chief Investment Officer and Chief Executive Officer of Highfields Capital Management LP, a Boston-based investment management firm that managed over $11 billion globally until October 2018, when it announced that it would return outside capital to investors. Prior to co-founding Highfields in 1998, Mr. Jacobson spent eight years as a senior portfolio manager at Harvard Management Company, Inc., which is responsible for investing Harvard University’s endowment. Mr. Jacobson is a former director of iHeartMedia, Inc. and iHeartCommunications, Inc. Currently, he is a member of the Lone Pine Capital LLC Advisory Board, a member of the Investment Committee of the Weizmann Global Endowment Management Trust, and a Lifetime Trustee and member of the Investment Committee of the Gilman School in Baltimore, Maryland. Previously, he served on the Board of Trustees of Brandeis University and the Board of Dean’s Advisors at Harvard Business School. Mr. Jacobson received an MBA from Harvard Business School and graduated magna cum laude with a B.S. in Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Jacobson is qualified to serve on our Board because of his expertise in investing and financial services businesses as well as his prior public company board experience.  Board Member Since: 2021  Age: 60  Committees: •  Finance •  Nominating and Corporate Governance  PATRICK KINSELLA Mr. Kinsella has been a member of our Board since July 2014. Prior to his retirement as a senior audit partner with KPMG LLP, or KPMG, in May 2013, Mr. Kinsella spent over 35 years at KPMG serving clients generally concentrated in the financial services sector, including banks, thrifts, mortgage companies, automotive finance companies, alternative investment companies and real estate companies. Mr. Kinsella served as an adjunct professor at the USC Marshall School of Business from August 2011 to May 2020. Mr. Kinsella also currently serves on the board of directors of Wrap Technologies, Inc., a developer of security products. Mr. Kinsella received a BS from California State University, Northridge and is a licensed certified public accountant in the State of California. We believe Mr. Kinsella is qualified to serve on our Board because of his extensive experience in providing professional accounting and auditing services to the financial services industry.  Board Member Since: 2014  Age: 68  Committees: •  Audit (Chair) •  Related Party Matters •  Risk   |  2022 Proxy Statement 19   PROPOSAL I – ELECTION OF DIRECTORS   JOSEPH MAZZELLA Mr. Mazzella has been a member of our Board since our formation in December 2012. Mr. Mazzella retired in March 2017 after serving as the managing director and the general counsel of Highfields, which he joined in 2002. Prior to joining Highfields, Mr. Mazzella was a partner at the law firm of Nutter, McClennen & Fish, L.L.P., in Boston, Massachusetts. Prior to private practice, he was an attorney at the Securities and Exchange Commission from 1978 to 1980, and previously served as a law clerk in the Superior Court of the District of Columbia. Mr. Mazzella has served on multiple public company boards of directors, including Alliant Techsystems, Inc. and Data Transmission Networks Corporation, and he served as chairman of the board of Insurance Auto Auctions, Inc. Mr. Mazzella received a BA from City College of New York and a JD from Rutgers University School of Law. We believe Mr. Mazzella is qualified to serve on our Board because of his broad experience and strong business and legal backgrounds in the financial services industry.  Board Member Since: 2012  Age: 69  Committees: •  Nominating and Corporate Governance •  Related Party Matters (Chair) ANNE D. MCCALLION Ms. McCallion has been a member of our Board since February 2018. Ms. McCallion served as our Senior Managing Director and Chief Enterprise Operations Officer from January 2017 until her retirement in June 2019. Prior thereto, she served as our senior managing director and chief financial officer from February 2016 through December 2016 and as our chief financial officer from January 2013 to February 2016. Ms. McCallion also served in a variety of similar executive positions at PNMAC from May 2009 until her retirement. Ms. McCallion served as senior managing director and chief enterprise operations officer of PMT from January 2017 until her retirement in June 2019. Prior thereto, she served as its chief financial officer from its formation in 2009 through December 2016. She also was a member of the technical staff at the Financial Accounting Standards Board. Ms. McCallion also served as a director at Pacific Mercantile Bancorp and Pacific Mercantile Bank. Ms. McCallion holds a BS degree from Gannon University and an MBA degree from Ashland University. She is also a Certified Public Accountant (inactive). We believe Ms. McCallion is qualified to serve on our Board because of her prior experience as a seasoned executive with significant financial expertise and considerable knowledge in the financial and operational aspects of the mortgage banking business.  Board Member Since: 2018  Age: 67  Committees: •  Finance •  Risk FARHAD NANJI Mr. Nanji has been a member of our Board since our formation in December 2012. In December 2016, Mr. Nanji co-founded MFN Partners Management, L.P., a value-oriented investment management firm based in Boston, Massachusetts. Prior thereto, until December 2015, Mr. Nanji served as a managing director of Highfields, where he focused on portfolio investments in distressed securities, restructurings, structured credit and global financial services from 2006. Prior to joining Highfields, Mr. Nanji was an associate with HighVista Strategies, an investment management firm, and he also served as an engagement manager in the financial institutions group at McKinsey & Company, a global consulting firm. Mr. Nanji received an MBA from Harvard Business School and a B.Com. degree from McGill University. We believe Mr. Nanji is qualified to serve on our Board because of his expertise in the mortgage and financial services businesses.  Board Member Since: 2012  Age: 43  Committees: •  Compensation (Chair) 20   |  2022 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS   JEFFREY A. PERLOWITZ Independent Lead Director Mr. Perlowitz has been a member of our Board since February 2019 and our independent lead director since February 2021. He is currently retired. From 1998 until his retirement in 2016, Mr. Perlowitz served as managing director and co-head of global securitized markets at Citigroup and predecessor entities, where he was responsible for sales and trading of residential mortgage loans, commercial mortgages and consumer products. Mr. Perlowitz also currently serves as a director at the CION Ares Diversified Credit Fund. Mr. Perlowitz holds a B.S. in economics and accounting from The State University of New York at Albany. We believe Mr. Perlowitz is qualified to serve on our Board because of his extensive mortgage finance background and expertise in the securitization of residential mortgage loans.  Board Member Since: 2019 Age: 65  Committees: •  Compensation •  Finance •  Risk LISA M. SHALETT Ms. Shalett has been a member of our Board since October 2020. Ms. Shalett is a former Goldman Sachs Partner and former Managing Partner at Brookfield Asset Management. Over her 20 years at Goldman Sachs, she held leadership roles in Equities, Global Compliance, Legal and Internal Audit, and Brand Marketing and Digital Strategy. At Brookfield, she was the firm’s first Head of Strategic Innovation. Currently, Ms. Shalett advises growth companies, serves on the boards of AccuWeather and Bully Pulpit Interactive, and is the founder of Extraordinary Women on Boards, a community of women board directors focused on board excellence. Ms. Shalett serves on the board of FTAC Emerald Acquisition Corp. and served as a board director of Brookfield Property Partners from 2015-2018. She holds a Masters of Business Administration from Harvard Business School and a B.A., summa cum laude, in East Asian Studies from Harvard University. We believe Ms. Shalett is qualified to serve on our Board because of her broad experience in finance, compliance, marketing and strategy in the financial services industry.  Board Member Since: 2020 Age: 55  Committees: •  Audit •  Nominating and Corporate Governance   |  2022 Proxy Statement 21   PROPOSAL I – ELECTION OF DIRECTORS   THEODORE W. TOZER Mr. Tozer has been a member of our Board since August 2017. Mr. Tozer currently serves as a senior fellow at the Milken Institute’s Center for Financial Markets, where he leads the Institute’s housing finance reform work. Prior thereto, Mr. Tozer served as the president of the Government National Mortgage Association, or Ginnie Mae, from February 2010 to January 2017. Before joining Ginnie Mae, Mr. Tozer served as senior vice president of capital markets at National City Mortgage Company. He also has served as a charter member of the National Lender Advisory Boards of both Fannie Mae and Freddie Mac, chairman of the Capital Markets Committee of the Mortgage Bankers Association of America (MBA), and as a member of the Residential Board of Governors of the MBA. Mr. Tozer also currently serves as an advisory board member of DomiDocs. Mr. Tozer received a B.S. degree in Accounting and Finance from Indiana University in 1979, and is a Certified Public Accountant (inactive) and a Certified Management Accountant. We believe Mr. Tozer is qualified to serve on our Board because of his numerous years of experience in the mortgage and financial services businesses and his deep understanding of mortgage banking and agency relations.  Board Member Since: 2017 Age: 65  Committees: •  Audit •  Related Party Matters •  Risk (Chair) EMILY YOUSSOUF Ms. Youssouf has been a member of our Board since November 2013. Ms. Youssouf has served as a clinical professor at the NYU Schack Institute of Real Estate since 2009. Ms. Youssouf served as vice chair of the New York City Housing Development Corporation from 2011 to 2013 and as a member of its board from 2013 to 2014. Previously, she served as an independent consultant from 2008 to 2011, during which time her clients included Rockefeller Foundation, Washington Square Partners and various real estate investors. Prior thereto, she was a managing director with JPMorgan Securities, Inc., a broker-dealer, from 2007 to 2008, and the president of the NYC Housing Development Corporation from 2003 to 2007. Ms. Youssouf has also held various senior positions at Natlis Settlements, LLC, Credit Suisse First Boston, Daiwa Securities America, Prudential Securities, Merrill Lynch and Standard & Poor’s. Ms. Youssouf currently serves as a board member of numerous organizations, including the JP Morgan Exchange-Traded Fund Trust where she serves as the chair of the Governance and Nominating Committee and as a member of the Audit and Valuation Committee, the NYC Health and Hospitals Corporation, the NYC School Construction Authority, the NYS Job Development Authority and the TransitCenter. Ms. Youssouf is a graduate of Wagner College and holds an MA in Urban Affairs and Policy Analysis from The New School for Social Research. We believe Ms. Youssouf is qualified to serve on our Board because of her numerous years of experience in the investment banking, finance and real estate industries and deep understanding of the housing market.  Board Member Since: 2013 Age: 70  Committees: •  Audit •  Finance (Chair) 22   |  2022 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS   Non-Management Director Compensation The Compensation Committee reviews and recommends to our Board the form and level of director compensation and seeks outside advice from our independent compensation consultants on market practices when changes are contemplated. Director compensation was reviewed on September 22, 2021 by our independent compensation consultant relative to peer companies and selected companies within the S&P 500 and Russell 3000 indexes and, in connection with such review, our independent compensation consultant recommended changes. Based on this review and Compensation Committee recommendation, the Board approved a $20,000 increase in the non-management director annual RSU grant awards, a $2,000 retainer fee increase for Nominating and Corporate Governance and Related Party Matters Committee members and a $3,000 retainer fee increase for the Nominating and Corporate Governance and Related Party Matters Committee Chairs. The compensation program for our non-management directors is intended to be competitive and fair so that we can attract the best talent to our Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have stock ownership guidelines to align the directors’ interests with our stockholders’ interests and to motivate our directors to focus on our long-term growth and success. Our Chairman and Chief Executive Officer is not paid any fees for serving on our Board or for attending Board meetings. The following table summarizes the annual retainer fees of our non-management directors as of the end of Fiscal 2021: Base Annual Retainer, all non-management directors      $ 80,000     Additional Base Annual Retainer, independent lead director      $ 30,000     Base Annual Retainer, all non-management committee members:        Audit Committee      $ 10,000     Compensation Committee      $ 7,750     Finance Committee      $ 7,750     Nominating and Corporate Governance Committee      $ 7,750     Related Party Matters Committee      $ 7,750     Risk Committee      $ 10,000     Additional Annual Retainer, all committee chairs:        Audit Committee      $ 12,000     Compensation Committee      $ 10,750     Finance Committee      $ 10,750     Nominating and Corporate Governance Committee      $ 10,750     Related Party Matters Committee      $ 10,750     Risk Committee      $ 12,000   Our non-management directors are also eligible to receive certain types of equity-based awards under the 2013 Plan that vest on the first anniversary of the grant date. Effective September 22, 2021 the non-management director annual RSU grant was increased from $125,000 to $145,000. Grants to newly elected or appointed non-management directors are prorated for the remaining portion of the annual equity award cycle. During Fiscal 2021, each of Messrs. Hunt, Kinsella, Mazzella, Nanji, Perlowitz, Tozer and Mmes. McCallion, Shalett and Youssouf received a grant of 2,124 time-based restricted stock units, or RSUs for their annual grant, in each case with a grant date fair value of $125,000. Mr. Jacobson received a grant of 2,143 time-based RSUs reflecting his annual grant as well as the prorated amount due for a partial year of service, with a grant date fair value of $126,118. In addition, during his service to the Board in 2021, Mr. Kurland received director fees in an amount equal to 2.5 times the highest amount paid to any other non-management directors. All members of our Board will also be reimbursed for their reasonable out of pocket costs and expenses in attending all meetings of our Board and its committees and certain other Company-related functions. Policy Regarding Receipt of Shares in Lieu of Cash Director Fees. During 2014, the Board adopted a policy whereby non-management director fees may be paid in cash or fully vested shares of common stock at the election of each non-management director. The number of shares of common stock delivered in lieu of any cash payment of director fees shall be equivalent in value to the amount of forgone director   |  2022 Proxy Statement      23   PROPOSAL I – ELECTION OF DIRECTORS   fees divided by the market value (as defined in our 2013 Plan) of the common stock on the last market trading day preceding the day on which the director fees otherwise would have been paid in cash to the non-management director, rounded down to the nearest whole share. Change of Control. Upon a change of control (as defined in our 2013 Plan), all outstanding equity awards granted to non-management directors will be assumed, or substantially equivalent rights will be substituted, or the awards otherwise will be continued in a manner satisfactory to the Compensation Committee, by the acquiring or succeeding entity or its affiliate. 2021 Director Compensation Table The table below summarizes the compensation earned by each non-management director who served on our Board for Fiscal 2021.   Name(1)          Fees Earned or Paid in Cash ($)(2)            Stock Awards ($)(3)          Other ($)          Total    ($)         James K. Hunt                106,956                      125,000                    —                    231,956           Jonathon S. Jacobson                80,543                      126,118     (4)               —                    206,661           Patrick Kinsella                118,299                      125,000                    —                    243,299           Stanford L. Kurland                21,142                      —                    25,058     (5)               46,200           Joseph Mazzella                —                      226,171                    —                    226,171           Anne D. McCallion                97,750                      125,000                    —                    222,750           Farhad Nanji                —                      224,347                    —                    224,347           Jeffrey A. Perlowitz                131,167                      125,000                    —                    256,167           Lisa M. Shalett                96,299                      125,000                    —                    221,299           Theodore W. Tozer                118,299                      125,000                    5,830     (6)               249,129           Emily Youssouf                108,500                      125,000                    —                    233,500         (1) Mr. Spector, our Chairman and Chief Executive Officer, is not included in this table as he was an officer of our Company during Fiscal 2021 and thus receives no additional compensation for his services as director. (2) Reflects fees earned by the director in Fiscal 2021, whether or not paid in such year. During all or part of Fiscal 2021, each of Messrs. Mazzella and Nanji elected to receive his director fees in shares of common stock in lieu of cash. (3) Reflects the grant date fair value, as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC 718, of RSUs granted to Messrs. Hunt, Jacobson, Kinsella, Mazzella, Nanji, Perlowitz, Tozer and Mmes. McCallion, Shalett and Youssouf on February 25, 2021. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For more information on the assumptions used in our estimates of value, please refer to Note 20—Stock-based Compensation in our Annual Report on Form 10-K filed on February 23, 2022. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the RSUs. As of December 31, 2021, each of our non-management directors held an aggregate number of RSUs in the following amounts: Messrs. Hunt, Kinsella, Mazzella, Nanji, Perlowitz, Tozer and Mmes. McCallion, Shalett and Youssouf – 2,124 and Mr. Jacobson 2,143. (4) Includes an initial, prorated equity grant of 19 RSUs with a grant date fair value of approximately $1,118 that Mr. Jacobson received with his annual grant to recognize a partial year of service. (5) Amount includes tax and financial planning service payments. (6) Amount includes healthcare payments. 24   |  2022 Proxy Statement   PROPOSAL I – ELECTION OF DIRECTORS   Non-Management Director Stock Ownership Guidelines Non-management directors are subject to robust stock ownership guidelines whereby each such director is expected to hold common stock and unvested RSUs with an aggregate market value equal to at least five times the base annual retainer. Non-management directors are expected to meet the ownership guidelines within five years from the date of appointment or election to the Board. Each non-management director who has been a member of our Board for five years or more is in compliance with our stock ownership guidelines. The Nominating and Corporate Governance Committee will annually review each director’s progress toward meeting the stock ownership guidelines.   |  2022 Proxy Statement 25   AUDIT MATTERS   Audit Matters Report of the Audit Committee The Board of Directors has determined that all of the members of the Audit Committee meet the independence and experience requirements of The New York Stock Exchange, or the NYSE, and that Mr. Kinsella is an “audit committee financial expert” within the meaning of the applicable rules of the Securities and Exchange Commission, or the SEC, and the NYSE. The Audit Committee met nine times in 2021. The Audit Committee’s agenda is established by the Chair of the Audit Committee. The Audit Committee engaged Deloitte & Touche LLP, or Deloitte, as the Company’s independent registered public accounting firm and reviewed with the Company’s Chief Financial Officer and Deloitte the overall audit scope and plans, the results of the external audit examination, evaluations by the independent registered public accounting firm of the Company’s internal controls and the quality of its financial reporting. The Audit Committee has reviewed and discussed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also discussed with Deloitte other matters required to be discussed by a registered public accounting firm with the Audit Committee under applicable standards of the Public Company Accounting Oversight Board, or the PCAOB. The Audit Committee received and discussed with Deloitte its annual written report on its independence from the Company’s and its management, which is made pursuant to applicable requirements of the PCAOB and considered with Deloitte whether the provision of non-audit services is compatible with its independence. In performing all of these functions, the Audit Committee acts only in an oversight capacity and, necessarily, in its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of Deloitte, which, in its reports, expresses an opinion on the conformity of the Company’s annual financial statements to generally accepted accounting principles and on the effectiveness of its internal control over financial reporting as of year-end. In reliance on these reviews and discussions, and the reports of Deloitte, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 23, 2022. The foregoing report has been furnished by the current members of the Audit Committee: Patrick Kinsella, Chair Lisa M. Shalett Theodore W. Tozer Emily Youssouf 26   |  2022 Proxy Statement   AUDIT MATTERS   Relationship with Independent Registered Public Accounting Firm In addition to performing the audits of our financial statements in Fiscal 2021 and Fiscal 2020, Deloitte provided other audit-related and non-audit-related services for us during these years. Fees to Registered Public Accounting Firm for 2021 and 2020 The following table shows the fees billed by Deloitte for the audit and other services it provided to us in respect of Fiscal 2021 and Fiscal 2020.         2021          2020       Audit Fees(1)        $     2,243,063              $     2,342,345           Audit-Related Fees(2)              891,760                    709,031           Tax Fees(3)              32,240                    —           All Other Fees(4)              300,000                    200,000                             Total        $     3,467,063              $     3,251,376         (1) Audit Fees consist of fees for professional services rendered for the annual audit and reviews of the consolidated financial statements included in our quarterly reports on Form 10-Q and the audit of the annual financial statements of certain of our subsidiaries. (2) Audit-Related Fees consist of fees for professional services provided in connection with the issuance of comfort letters and consents in connection with SEC filings and other compliance related testing. (3) Tax Fees consist of fees for professional services rendered for tax advisory services. (4) All Other Fees consist of certain agreed upon procedures related to certain of our financing transactions. Pre-Approval Policies and Procedures The Audit Committee approved all services performed by Deloitte during Fiscal 2021 in accordance with applicable SEC requirements. The Audit Committee has also pre-approved the use of Deloitte for certain audit-related and non-audit-related services, setting a specific limit on the amount of such services that we may obtain from Deloitte before additional approval is necessary. In addition, the Audit Committee has delegated to the chair of the Audit Committee the authority to approve both audit-related and non-audit-related services provided by Deloitte, provided that the chair will present any decision to the full Audit Committee for ratification at its next scheduled meeting.   |  2022 Proxy Statement 27       AUDIT MATTERS   Relationship with Independent Registered Public Accounting Firm In addition to performing the audits of our financial statements in Fiscal 2019 and Fiscal 2018, Deloitte provided other audit-related andnon-audit-related services for us during these years. Fees to Registered Public Accounting Firm for 2019 and 2018 The following table shows the fees billed by Deloitte for the audit and other services it provided to us in respect of Fiscal 2019 and Fiscal 2018.         2019          2018       Audit Fees (1)        $     2,253,349              $     1,934,275           Audit-Related Fees (2)              514,427                    499,315           Tax Fees              —                    14,085           All Other Fees (3)              30,000                    30,000                             Total        $     2,797,776              $     2,477,675         (1) Audit Fees consist of fees for professional services rendered for the annual audit and reviews of the consolidated financial statements included in our quarterly reports on Form10-Q and the audit of the annual financial statements of certain of our subsidiaries. (2) Audit-Related Fees consist of fees for professional services provided in connection with the issuance of comfort letters and consents in connection with SEC filings and other compliance related testing. (3) All Other Fees consist of certain agreed upon procedures related to certain of our financing transactions. Pre-Approval Policies and Procedures The Audit Committee approved all services performed by Deloitte during Fiscal 2019 in accordance with applicable SEC requirements. The Audit Committee has alsopre-approved the use of Deloitte for certain audit-related andnon-audit-related services, setting a specific limit on the amount of such services that we may obtain from Deloitte before additional approval is necessary. In addition, the Audit Committee has delegated to the chair of the Audit Committee the authority to approve both audit-related andnon-audit-related services provided by Deloitte, provided that the chair will present any decision to the full Audit Committee for ratification at its next scheduled meeting. 24   |  2020 Proxy Statement   PROPOSAL II – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    PROPOSAL II – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM