PennyMac Financial Services, Inc. (PFSI): CFO Kevin Ryan appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Officer Changes – Daniel S. Perotti
and Kevin Ryan
On
October 29, 2026, the Company issued a press release furnished as Exhibit 99.1 announcing changes in the roles of certain officers
in conjunction with its financial results for the fiscal quarter ended September 30, 2026.
Daniel S. Perotti, the Company’s Senior
Managing Director and Chief Financial Officer, will resign from that role as of December 31, 2026, and will continue with the Company
in an advisory role.
Kevin
Ryan, age 55, the Company’s Executive Managing Director and Chief Strategy Officer, will be appointed the Company’s Chief
Financial Officer on January 1, 2027. Prior to joining the Company in October 2025,
Mr. Ryan served as President and Chief Financial Officer at Better Home & Finance Holding Company from October 2020 to October 2025,
where he managed all of the finance, accounting, markets and risk functions. Previously, Mr. Ryan worked in several executive positions
during his more than two decades at Morgan Stanley, most recently as a Managing Director in the Investment Banking division where he served
as the Co-Head of Banks and Diversified Finance, covering financial technology companies, banks, consumer finance companies and mortgage
companies. Mr. Ryan earned a B.A. from Rutgers University and a J.D. from the University of Virginia. There are no arrangements
or understandings between Mr. Ryan and any other persons pursuant to which he was appointed as an executive officer. There are no
family relationships between Mr. Ryan and any director, executive officer or any other person nominated or chosen by the Company
to become a director or executive officer. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K
between Mr. Ryan and the Company.
Amended Employment Agreements – David A. Spector and Doug
Jones
As described in Item 1.01 of this report, the Company and PNMAC entered
into an Amended Spector Agreement and an Amended Jones Agreement with Mr. Spector and Mr. Jones that extended Mr. Spector’s term
through December 31, 2031, and Mr. Jones’ term through June 30, 2027.
Amended
Employment Agreements - Base Salary and Incentive Compensation
During the terms of their Amended Employment Agreements, Mr. Spector
and Mr. Jones shall each receive an annual base salary as determined by the Company’s Board of Directors (the “Board”),
at least as favorable as base salaries paid to other senior executives and shall each be entitled to receive annual cash and equity incentive
compensation, with such compensation awarded at levels based on annual performance targets determined by the compensation committee of
the Board. All future equity awards will be granted pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”)
(or any successor plan thereto) and subject to vesting requirements as specified in the relevant award agreements.
Amended
Employment Agreements - Other Benefits and Perquisites
The
Amended Employment Agreements provide for the annual accrual of twenty days of paid time off for Mr. Spector and Mr. Jones, in each case
at the executive’s regular base pay rate during each year of the term. The Amended Employment Agreements also provide for
medical benefits, reimbursement for expenses related to tax advice and financial counseling, reimbursement of reasonable business expenses,
and participation in such other benefits programs as are provided to the Company’s executives generally.
Amended
Employment Agreements - Payments Upon Specified Termination Events
Pursuant to the Amended Employment Agreements, upon a termination due
to death or disability, a termination by the Company other than for cause (as defined in the Amended Employment Agreements), a termination
by the executive for good reason (as defined in the Amended Employment Agreements), or a termination as a result of a change of control
(as defined in the 2022 Plan, or any other equity incentive plan adopted by the Company), in addition to any other amounts required by
law to be paid to him, the executive would be entitled to any bonus earned but unpaid for the year prior to the year in which the termination
date occurs and the pro rata portion of any bonus earned but unpaid for the year during which the termination date occurs. In any such
termination event, any unvested equity awards granted pursuant to any equity incentive plan shall vest immediately. The Company will also
generally reimburse the executive or his estate for any amounts paid by him or his estate for coverage of him and his family under the
Company’s group health medical benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA, for as long
as the executive or his family is eligible to receive such benefits under COBRA. Upon a termination due to death, the executive’s
estate will also receive a continuing payment of the executive’s annual base salary as of the termination date for a period of six
months following such termination.
Upon a termination of Mr. Spector’s or Mr. Jones’ employment
as a result of a change of control the executive shall also receive a severance payment equal to three (3) years of annual base salary
plus three (3) years of incentive compensation (based on the average bonus received in the most recent two years), with such amounts to
be paid in 24 monthly installments. In the event of a termination by the Company other than for cause, or by the executive for good reason,
in each case not in connection with a change of control, the executive shall receive a severance payment equal to two and one-half (2.5)
years of annual base salary plus two and one-half (2.5) years of incentive compensation (based on the average bonus received in the most
recent two years), payable in 24 monthly installments. Upon termination of Mr. Spector’s or Mr. Jones’ employment by the Company
or PNMAC for cause, the executive shall receive his annual base salary through the termination date, any accrued but unused paid time
off and reimbursement of any unreimbursed incurred expenses.
Amended
Employment Agreements - Consulting Services
Upon the expiration of the term of the Amended Spector Agreement or
upon a retirement, Mr. Spector shall serve as a consultant to the Company for an 18-month period commencing on the expiration date or
retirement date. During the consulting period, Mr. Spector will receive a consulting fee of $3.0 million, payable in 18 equal monthly
installments; provided, however, that such compensation will cease if the executive engages in services for a business that competes with
the Company.
Upon the expiration of the term of the Amended Jones Agreement or upon
a retirement, Mr. Jones shall serve as a consultant to the Company for an 18-month period commencing on the expiration date or retirement
date. During the consulting period, Mr. Jones will receive a consulting fee of $2.0 million, payable in 18 equal monthly installments;
provided, however, that such compensation will cease if the executive engages in services for a business that competes with the Company.
The foregoing descriptions
of the Amended Spector Agreement and the Amended Jones Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.