Proxy Statement - Form DEF 14A

Pennymac Mortgage Investment Trust 2024 Notice of Annual Meeting and Proxy Statement

April 19, 2024

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders, or the Annual Meeting, of PennyMac Mortgage Investment Trust to be held on Wednesday, June 12, 2024, at 11:00 a.m. Pacific Time. The Annual Meeting will be conducted online via live webcast at www.virtualshareholdermeeting.com/PMT2024.

The Notice of 2024 Annual Meeting of Shareholders 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 Trustees. Only our common shareholders of record at the close of business on April 17, 2024, the record date, are entitled to vote at the Annual Meeting.

Your vote is very important. Please carefully read the Notice of 2024 Annual Meeting of Shareholders 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.

ONLINE ANNUAL MEETING:To participate in the online Annual Meeting, you will need to log-in towww.virtualshareholdermeeting.com/PMT2024 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 shareholders entitled to vote at the Annual Meeting. Please 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 a different location or format, an announcement of any such updates will be provided by means of a press release, which will be posted on our website pennymacmortgageinvestmenttrust.com and filed with the Securities and Exchange Commission (SEC) via its EDGAR system.

On behalf of our Board of Trustees, we look forward to your participation in our upcoming online Annual Meeting.

Sincerely,

DAVID A. SPECTOR

Chairman and Chief Executive Officer

Notice of 2024 Annual Meeting of Shareholders

By Order of the Board of Trustees,

DEREK W. STARK

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 12, 2024:

This Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and 2023 Annual Report to Shareholders, which includes our Annual Report on

Form 10-Kfor the fiscal year ended December 31, 2023, are available at www.proxyvote.com.

Table of Contents

Proxy Statement Summary

This summary contains highlights about our Board of Trustees and our upcoming 2024 Annual Meeting of Shareholders, or Annual Meeting. References in this Proxy Statement to "we," "us," "our," the "Company," refer to PennyMac Mortgage Investment Trust 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.

2024 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

Trustee Nominees

Corporate Governance Highlights

We continuously monitor developments, trends and best practices in corporate governance and consider feedback from shareholders and proxy advisory firms, as appropriate, when enhancing our governance, policies and structure.

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 residential mortgage real estate investment trust, or REIT.

Trustee Skills and Qualifications

2023 Business Highlights⁽¹⁾

Stronger returns to shareholders compared to the

broader mortgage REIT industry

Corporate Governance

Trustee 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 or re-electionto our Board. The Nominating and Corporate Governance Committee periodically reviews with our Board the appropriate skills and characteristics required of Board members in the context of the current composition of our Board. Final approval of trustee candidates is determined by the full Board, and invitations to join our Board are extended by our Chairman on behalf of the entire Board.

In March 2023, the Nominating and Corporate Governance Committee and the Board determined that Doug Jones should be elected as a trustee because of his many contributions to the growth and success of the Company since he joined the Company's executive management team in 2012. In addition, as a trustee, his deep understanding of the mortgage banking industry combined with his operational experience and success in executing its business strategies will benefit our Board, the Company and its stakeholders. On April 17, 2023, Marianne Sullivan announced her intention to step down from the Board effective June 1, 2023, and on April 19, 2023, the Board elected Donna M. Corley as an independent Class I trustee effective as of June 1, 2023. The Nominating and Corporate Governance Committee and the Board determined that Ms. Corley should be elected as a trustee because of her leadership and operational experience at Freddie Mac where she was responsible for client relationships, asset acquisitions, managing credit and servicing performance, compliance and operational risks of a nearly $3 trillion portfolio of mortgage assets. In addition, Ms. Corley is an experienced financial services executive with a strong background in mortgage operations, financial and risk management and extensive regulatory experience. The Nominating and Corporate Governance Committee did not retain an independent third party to assist in identifying Mr. Jones or Ms. Corley.

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 REIT sectors and the global markets. The Nominating and Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race/ethnicity 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 trustees 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 trustee 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 trustees for re-election,the individual's past contributions to our Board are also considered.

The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for trustee. 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 trustee. 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.

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 will also consider recommendations for nominees properly submitted by our shareholders. These recommendations should be submitted in writing to our Secretary at our principal executive offices located at 3043 Townsgate Road, Westlake Village, California 91361. If any materials are provided by a shareholder in connection with a recommendation for a trustee nominee, such materials are forwarded to the Nominating and Corporate Governance Committee. Following verification of the shareholder status of persons proposing candidates, recommendations are 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.

Independence of Our Trustees

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

As a result of this review, our Board, based upon the fact that none of our non-managementtrustees have any material relationships with us other than as trustees and holders of our common shares, affirmatively determined that 80% of our current trustees are independent trustees under NYSE rules. Our independent trustees in Fiscal 2023 were Messrs. Carnahan, DuFauchard and Hadley and Mmes. Corley, Lynch, McAllister, Schultz, Sullivan and Stewart.

Board of Trustees Leadership and Independent Lead Trustee

Our Chairman and the independent lead trustee provide leadership to and work with our Board to define its structure and activities in the fulfillment of its responsibilities. The Board determined in March 2024 that the position of Chairman of the Board should continue to be held by David A. Spector. Mr. Spector has served as a key executive since our formation in 2009 and through our growth into one of the leading public mortgage REITs. The Board believes Mr. Spector's past experience has made him uniquely positioned to lead and oversee the Board and identify and execute our future strategic initiatives. In addition, Mr. Spector has proven himself capable of leading Board discussions on new initiatives and strategic priorities, facilitating internal Board communication and ensuring proper Board oversight of key issues.

This determination is based, in part, on our belief that independent trustees and management have different perspectives and roles in strategy development. Our independent trustees bring experience, oversight and expertise from outside our Company and industry, while the Chief Executive Officer brings company-specific experience and expertise. We believe our Chief Executive Officer is thus better situated to serve as Chairman of the Board because he is able to utilize the in-depthfocus and perspective gained in running our Company to effectively and efficiently lead our Board. As the trustee most familiar with our business and industry, he is capable of identifying new initiatives and businesses, strategic priorities and other critical and/or topical agenda items for discussion by our Board and then leading the discussion to ensure our Board's proper oversight of these issues. Our Board believes that the combined role of Chairman of the Board and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and our Board, all of which are essential to effective governance.

This determination is also based on what we consider to be a strong governance structure already in place, including the appointment of an influential independent lead trustee with a strong voice. The independent lead trustee works with our Chairman of the Board and other trustees to provide informed, independent oversight of our management and affairs. Among other things, the independent lead trustee reviews and provides input on Board meeting agendas and materials, coordinates with committee chairs to ensure the committees are fulfilling the responsibilities set forth in their respective charters, serves as the principal liaison between our Chairman of the Board and the independent trustees, and chairs an executive session of the independent trustees at each regularly scheduled Board meeting. On March 19, 2024, the independent trustees of our Board re-electedPreston DuFauchard as our independent lead trustee for an additional three year term.

Succession Planning

Our Board oversees management's succession plan for the Chairman and Chief Executive Officer and other 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 to our Board his assessment of executive leaders and their potential to succeed at key executive management positions.

Trustee Education

New trustees receive an orientation upon joining the Board, including the opportunity to meet with members of management, which is designed to familiarize new trustees with the Company's purpose, business, operations, strategic direction, financial matters, risk management, corporate governance practices and other key policies and practices. The Board also believes in the importance of continuing

trustee education to enhance the performance of the Board and its committees. All trustees are offered membership with the National Association of Corporate Directors, a nationally recognized organization providing corporate governance and director and trustee education. In addition, trustees receive ongoing internal education from management and the Company's advisors on matters relevant to the Company's business, industry trends and developments, corporate governance and other appropriate subjects to assist the trustees in discharging their duties.

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 Committees, have an active role in overseeing our enterprise risk management process, while supporting organizational objectives, improving long-term organizational performance and creating shareholder 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.

Our Board encourages senior management to promote a culture that incorporates risk management into the Company's corporate strategy and day-to-daybusiness operations. Our Board 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, 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.

The Role of the Board in Cybersecurity

Our Board oversees our cybersecurity risks by periodically evaluating cybersecurity reports from senior management, including the Chief Information Officer and the Chief Information Security Officer, as well as reports from the Board committees and third-party consultants. The Risk Committee oversees our enterprise risk management framework, including risk and controls associated with data security, cybersecurity, IT infrastructure, and data privacy. The Audit Committee oversees the internal and external auditors' review of the effectiveness of our controls to mitigate cybersecurity risks.

Committees of the Board of Trustees

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. In addition to the standing committees described above, our Board may also establish ad hoc committees for limited periods of time in order to address particular matters. Our Board committees have also adopted written charters that govern their conduct, each of which is available on our website at pennymacmortgageinvestmenttrust.com.

Board chairs and committee members are identified in the following table:

† - Chairman of the Board

* - Independent Lead Trustee

CC - Committee Chair

The primary responsibilities, membership and meeting information for the Board committees are summarized below:

Board of Trustees and Committee Meetings

During Fiscal 2023, our Board held four meetings. All trustees are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. Each trustee attended at least 75% of the aggregate number of meetings held in Fiscal 2023 for the period during which such trustee served with respect to meetings of our Board and each committee on which such trustee served.

Executive Sessions of the Independent Trustees

Our Corporate Governance Guidelines require that our Board hold at least four regularly scheduled meetings each year and that our independent trustees meet in executive session without management on a regularly scheduled basis. These executive sessions, which are designed to promote unfettered discussions among our independent trustees, are presided over by the independent lead trustee, Mr. DuFauchard.

Board of Trustee Attendance at the 2023 Annual Meeting of Shareholders

We expect each member of the Board to attend our annual meetings of shareholders except for absences due to causes beyond the reasonable control of the trustee. All trustees attended the 2023 annual meeting of shareholders.

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 performance evaluations may be conducted by the Chair of the Nominating and Corporate Governance Committee or by engaging an external evaluator. The key areas of focus for the evaluation are Board operations, Board accountability and committee performance. The results of the evaluation are reviewed with each respective committee and the full Board. Below is an example of a typical external board evaluation led by an external evaluator.

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 employees (if any), officers and trustees.

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 pennymacmortgageinvestmenttrust.com. Our employees (if any), officers and trustees 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 hours a day, seven days a week.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines, available on our website at pennymacmortgageinvestmenttrust.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 Second Amended and Restated Bylaws, our Board also amended and restated our Corporate Governance Guidelines to provide that if any nominee for trustee in an uncontested election fails to receive a majority vote for election or re-election,if so required, the trustee will promptly tender to the Board for its consideration his or her offer to resign from the Board.

Corporate Sustainability Overview and Goals

Stakeholder Engagement

Our corporate sustainability approach starts with acknowledging that our stakeholders are the beneficiaries of our growth and success as an enterprise.

Our DNA

Our core values and DNA are centered around being the most trusted partner to our stakeholders.

Corporate Sustainability Priorities Aligned with our Strategic Objectives

With oversight from our Board and its various committees, we are committed to being responsive to our stakeholders as it relates to managing the impacts of our business activities and continuously improving our corporate sustainability and related disclosures. Our Board believes that it is important to establish a robust corporate sustainability program and framework that will support our corporate initiatives. This year, as part of our ongoing corporate sustainability program, we will publish another corporate sustainability report on our website with additional goals and industry-specific standards relevant to the mortgage finance industry. Our corporate sustainability report is prepared by our Senior Managing Director and Chief Human Resources Officer and our Managing Director, Corporate Sustainability. We maintain a corporate sustainability policy, which defines the framework requirements and governing platform for how we identify and manage corporate sustainability impacts of our operations in furtherance of our strategic plans.

We maintain a pay-for-performanceculture but we also acknowledge that our core business centered on the essential public good of homeownership serves a broader purpose. 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 our corporate sustainability objectives through our Board governance, our employees and operations and through our community commitments. Corporate sustainability goals are included in our annual corporate strategic plan and are used to determine overall compensation, including variable pay, where applicable. Our corporate sustainability priorities promote our long-term growth that benefits all of our investors, employees, housing industry customers and other stakeholders. We hold ourselves accountable for managing the corporate sustainability impact of our business activities through a number of operational initiatives.

We and our Manager 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 and our Manager are committed to environmental sustainability and energy conservation and recognize the importance of being a responsible steward of the environment.

Corporate Sustainability and Board Committee Oversight

Our Board has established a set of principles, guidelines and practices that support sustainable financial performance and long-term value creation for our stakeholders supported by Board committee oversight:

Board Diversity

Five women serve as trustees representing 50% of our total Board members. In addition, we have three trustees who self-identify as representing underrepresented communities, including two trustees of African-American heritage and one trustee of gay, lesbian, bisexual or transgender orientation. Our Board believes that diversity factors are important in promoting our long-term sustainable growth. Our Board maintains a policy regarding the evaluation of trustee candidates which states that the Board in its selection of trustee candidates will consider the overall Board balance of diversity of viewpoints, backgrounds and experiences. Our Board has also established trustee selection criteria which provides that the Board in its selection of trustee candidates will consider factors that contribute to Board diversity in the broadest sense, including gender, race/ethnicity, geography, education, and personal and professional experiences.

Workforce Diversity

All of our senior officers are employees of PFSI or its affiliates and we had seven employees as of the end of Fiscal 2023. Our long-term growth and success is highly dependent upon PFSI's employees and PFSI's ability to maintain a diverse, equitable and inclusive workplace representing a broad spectrum of backgrounds, ideas and perspectives. As part of these efforts, PFSI strives to offer competitive compensation and benefits, foster a community where everyone feels a 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.

PFSI had approximately 3,900 domestic employees as of the end of Fiscal 2023. In addition, as of the end of Fiscal 2023, PFSI's workforce was 51.8% female and 48.2% male, and the ethnicity of PFSI's workforce was 44.3% White, 23.4% Hispanic or Latino, 14.2% Asian, 14.0% Black or African American and 4.1% other (which includes American Indian or Alaska Native, Native Hawaiian or Other Pacific Islander, Two or More Races, and Not Specified as defined in its EE0-1Report filed with the Department of Labor).

Recruiting and Employee Retention

We and PFSI believe in attracting, developing and engaging the best talent, while providing a supportive work environment that prioritizes the health and safety of all. Talent development is a critical component of our and PFSI's experience and ensures that employees have career growth opportunities, including establishing development networks and relationships and fostering continued growth and learning. Employees receive regular business and compliance training to help further enhance their career development objectives. PFSI also actively manages enterprise-wide and divisional mentoring programs and has partnered with an external vendor to establish a comprehensive, fully integrated wellness program designed to enhance employee productivity.

Compensation and Succession Planning

Our and PFSI's 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 shareholders and other stakeholders. PFSI compensation may include base salary, annual cash incentives, and long-term equity incentives, as well as life insurance and 401(k) plan matching contributions. PFSI also offers a comprehensive selection of health and welfare benefits to its employees including emotional well-being support and paid parental leave programs. Succession planning is also critical to our operations and we have established ongoing evaluations of our leadership depth and succession capabilities, including Board review.

Workforce Culture

We and PFSI believe that building an equitable and inclusive, high-performing workforce where PFSI's employees bring diverse perspectives and experiences to work every day creates a positive influence in PFSI's workplace, community and business operations. Our Board and Board committees provide regular oversight of our and PFSI's corporate sustainability program, including our diversity, equity and inclusion programs and initiatives. We and PFSI are also taking proactive measures to strategically and sustainably advance equity in the workplace through Business Resource Groups, or BRGs, diversity initiatives, mentorship programs, and external partnerships with organizations such as the Mortgage Bankers Association and the National Association of Minority Mortgage Bankers of America. We and PFSI also established leadership goals and created customized initiatives that focus on PFSI's continued effort to increase the number of women and underrepresented communities in management positions throughout its business divisions. As it relates to PFSI's inclusive culture, PFSI 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 our Black and African American employees and allies), the HOLA BRG (for our Hispanic, Latino and Latinx employees and allies), the InspirASIAN BRG (for Asian American and Pacific Islander employees and allies), the Pennymac PRIDE BRG (for LGBTQIA employees and allies), the SERVE BRG (for veteran and military family employees and allies), and the wEMRG BRG (for women employees and allies). We and PFSI also foster a more inclusive culture through a variety of initiatives, including corporate training, special events, community outreach and corporate philanthropy.

Community Involvement

PFSI has 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 and PFSI's organization. We and PFSI 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. PFSI's philanthropy program consists of three key components: an employee matching gift program, a charitable grants program and a corporate sponsorship program. PFSI's 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. PFSI has established a separate donor advised fund to facilitate donations to various local and national charitable organizations and has 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. We and PFSI also manage our environmental impact by focusing on improving our waste reduction, energy efficiency and water conservation.

Communications with our Board of Trustees

Our shareholders and other interested persons may send written communications to the Board, committees of the Board and individual trustees (including our independent lead trustee or the independent/non-managementtrustees as a group) by mailing those communications to:

[Specified Addressee]

c/o PennyMac Mortgage Investment Trust

3043 Townsgate Road

Westlake Village, California 91361

Email: [email protected]

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.

Proposal I - Election of Trustees

We have ten trustees. Doug Jones joined the Company as a Class III trustee on March 7, 2023. On April 17, 2023, Marianne Sullivan announced her intention to step down from the Board effective June 1, 2023. On April 19, 2023, the Board elected Donna M. Corley as an independent Class I trustee effective as of June 1, 2023. In addition, Randall A. Hadley is not standing for re-election.We are grateful to Ms. Sullivan and Mr. Hadley for their past services to the Company.

We have three classes of trustees. The Board has nominated David A. Spector, Doug Jones and Catherine A. Lynch for election as Class III trustees, and each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If our Class III trustees are elected at this year's Annual Meeting, they will serve until our annual meeting of shareholders in 2027 and until their successors have been duly elected and qualified. Our Class I trustees will serve until our annual meeting of shareholders in 2025 and until their successors have been duly elected and qualified. Our Class II trustees will serve until our annual meeting of shareholders in 2026 and until their successors have been duly elected and qualified. Our Board is considered a staggered board, which means that our trustees are classified into three classes with staggered three-year terms.

Majority Voting Standard in an Uncontested Election of Trustees

Because this is considered an uncontested election under our Company's Second Amended and Restated Bylaws, a nominee for trustee 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-voteswill not affect the election of trustees. In tabulating the voting results for the election of trustees, only "FOR" and "AGAINST" votes are counted. If an incumbent trustee receives a greater number of votes against his or her election than votes for such election, such trustee shall tender his or her resignation as provided in our Company's 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 trustee'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 TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR OUR TRUSTEE NOMINEES TO SERVE UNTIL OUR 2027 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

The following paragraphs provide the name, age and business experience of each trustee nominee up for election at the Annual Meeting and each continuing trustee up for election at our annual meeting of shareholders in 2025 or 2026. Immediately following the description of each trustee'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 trustee should serve on our Board.

Trustee Nominees

Class III Trustees - Term to Expire in 2024

Continuing Trustees

Class I Trustees - Term to Expire in 2025

Class II Trustees - Term to Expire in 2026

Non-ManagementTrustee Compensation

The Compensation Committee reviews and recommends to our Board the form and level of trustee compensation and seeks outside advice from our independent compensation consultants on market practices when changes are contemplated.

Trustee compensation was reviewed in 2023 by our independent compensation consultant relative to certain 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 that an increase in compensation was warranted based on market studies. Accordingly, and in order to continue to recruit qualified trustee candidates, the Compensation Committee determined on August 23, 2023 to increase the base annual retainer by $5,000 and increase the equity retainer by $5,000.

The compensation program for our non-managementtrustees 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 trustee given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have share ownership guidelines to align the trustees' interests with our shareholders' interests and to motivate our trustees to focus on our long-term growth and success. Any management trustee who is an executive officer of our Manager or its affiliates 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-managementtrustees as of August 23, 2023.

In addition, our trustees are eligible to receive certain types of equity-based awards under our 2019 Equity Incentive Plan, or 2019 Plan. During Fiscal 2023, each of Messrs. Carnahan, DuFauchard and Hadley and Mmes. Lynch, McAllister, Schultz, Stewart and Sullivan received a grant of 8,058 time-based restricted share units, or RSUs, on February 28, 2023 with a grant date fair value of approximately $105,000. Ms. Corley received a grant, prorated for her time in service to the Board during the year, of 6,547 time-based RSUs on June 1, 2023 with a grant date fair value of approximately $78,247.

Non-managementtrustee RSUs granted in Fiscal 2023 will vest on the first anniversary of the grant date and entitle the recipient to receive any cash distributions during the vesting period. Prior to the vesting of an RSU, such RSU is generally subject to forfeiture upon termination of service to us. In addition, each independent trustee newly elected or appointed to our Board generally is entitled to receive a one-timeinitial RSU grant with a grant date fair value of approximately $105,000 in RSUs prorated for the portion of the annual equity award cycle for which the trustee served on the Board. Further, all members of our Board will be reimbursed for their reasonable out-of-pocketcosts and expenses in attending all meetings of our Board and its committees and certain other Company-related functions. The non-managementtrustee annual RSU grant was increased from $105,000 to $110,000 as of August 23, 2023.

Policy Regarding Receipt of Shares in Lieu of Cash Trustee Fees. During 2014, our Board adopted a policy whereby non-managementtrustee fees may be paid in cash or common shares at the election of each non-managementtrustee. The number of common shares delivered in lieu of any cash payment of trustee fees will be equivalent in value to the amount of forgone trustee fees divided by the fair market value (as defined in our 2019 Plan) of a common share on the day on which the trustee fees otherwise would have been paid in cash to the non-managementtrustee, rounded down to the nearest whole share. None of our trustees has elected to be paid in common shares.

Accelerated Vesting.Prior to vesting, an RSU granted to a non-managementtrustee is generally subject to forfeiture upon termination of service to us if such termination is for cause. Upon a termination of service to us other than for cause, a change in control or the termination of our management agreement other than for cause (as defined in our management agreement), any RSU held by non-managementtrustees not previously vested may become fully or pro rata vested and settled in our common shares. The term of our management agreement expires on June 30, 2025, subject to automatic renewal for additional 18-monthperiods, unless terminated earlier in accordance with the terms of the agreement.

2023 Trustee Compensation Table

The table below summarizes the compensation earned by each non-managementtrustee who served on our Board for Fiscal 2023.

Non-ManagementTrustee Share Ownership Guidelines

Non-managementtrustees are subject to robust share ownership guidelines that require each such trustee to hold common shares and unvested RSUs with an aggregate market value equal to at least five times the base annual retainer. Non-managementtrustees are expected to meet the ownership guidelines within five years from the date of appointment or election to our Board. Each non-managementtrustee who has been on the Board for five years is in compliance with our share ownership guidelines. The Nominating and Corporate Governance Committee will annually review each trustee's compliance with our progress toward meeting the share ownership guidelines based on share ownership calculated as of the average closing share price over the prior year.

Audit Matters

Report of the Audit Committee

The Board of Trustees 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. Hadley, Mr. Carnahan and Ms. Lynch are "audit committee financial experts" within the meaning of the applicable rules of the Securities and Exchange Commission, or the SEC, and the NYSE.

The Audit Committee met 12 times in 2023. The Audit Committee's agenda is established by the Chairman 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 and its management, which is made pursuant to applicable requirements of the PCAOB, and considered with Deloitte whether the provision of non-auditservices 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 the Company's independent registered public accounting firm, 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 Trustees, and the Board of Trustees approved, the inclusion of the Company's audited financial statements in its Annual Report on Form 10-Kfor the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024.

The foregoing report has been furnished by the following current and former members of the Audit Committee:

Randall D. Hadley, Chair

Scott W. Carnahan

Catherine Lynch

Relationship with Independent Registered Public Accounting Firm

In addition to performing the audits of our financial statements in Fiscal 2023 and Fiscal 2022, Deloitte provided other audit-related and non-audit-relatedservices for us during these years.

Fees to Registered Public Accounting Firm for 2023 and 2022

The following table shows the fees billed by Deloitte for the audit and other services it provided to us in respect of Fiscal 2023 and Fiscal 2022.

Pre-ApprovalPolicies and Procedures

The Audit Committee approved all services performed by Deloitte during Fiscal 2023 in accordance with applicable SEC requirements. The Audit Committee has also pre-approvedthe use of Deloitte for certain audit-related and non-audit-relatedservices, 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-relatedservices provided by Deloitte, provided that the chair will present any decision to the full Audit Committee for ratification at its next scheduled meeting.

Proposal II-Ratification of Appointment of

Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee conducts a comprehensive annual evaluation of the independent registered public accounting firm's qualifications, performance and independence, and takes into account the insight provided to the Audit Committee and the quality of information provided on accounting issues, auditing issues and regulatory developments. The Audit Committee also considers whether, in order to ensure continuing auditor independence, there should be periodic rotation of the independent registered public accounting firm, taking into consideration the advisability and potential costs and impact of selecting a different firm.

The Audit Committee appointed Deloitte to serve as our independent registered public accounting firm for the 2024 fiscal year. Deloitte has served as our independent registered public accounting firm since 2009.

The Audit Committee exercises sole authority to approve all audit engagement fees and terms associated with the retention of Deloitte. In addition to ensuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner.

The Audit Committee evaluated Deloitte's institutional knowledge and experience, quality of service, sufficiency of resources and quality of the team's communications and interactions as well as the team's objectivity and professionalism. As a result, the Audit Committee believes that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the Company and its shareholders. Accordingly, we are asking shareholders to ratify the appointment of Deloitte.

The Board is submitting the appointment of Deloitte to our shareholders for ratification because we value our shareholders' views on this appointment and as a matter of good corporate governance. In the event that shareholders fail to ratify the appointment, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of Deloitte are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.

OUR BOARD OF TRUSTEES AND OUR AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

Security Ownership Information

Security Ownership of Officers and Trustees

The following table sets forth certain information as of March 31, 2024 relating to the beneficial ownership of our common shares by (1) each of our named executive officers, (2) each of our trustees, and (3) all of our current trustees and executive officers as a group. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power.

Security Ownership of Other Beneficial Owners

The following table sets forth certain information relating to the beneficial ownership of our common shares by each person or entity known to our Company to be the beneficial owner of more than five percent of our common shares, based on our review of publicly available statements of beneficial ownership filed with the SEC.

Our Executive Officers

The following sets forth certain information with respect to our current executive officers:

Biographical information for Mr. Spector and Mr. Jones is provided above under the caption "Proposal I-Election of Trustees." Certain biographical information for the other executive officers is set forth below.

William Chang. Mr. Chang has been our Senior Managing Director and Chief Investment Officer since March 2023. Prior thereto, he served as our Senior Managing Director and Deputy Chief Investment Officer from January 2021 to March 2023 and as Managing Director, Capital Markets from June 2018 to January 2021. Mr. Chang also has served in a variety of other executive positions at PFSI and its affiliates since September 2012. Mr. Chang is responsible for all capital markets and investment-related activities, including the development and execution of investment strategies, secondary marketing, hedging activities and capital markets strategies with government-sponsored enterprises. In addition, Mr. Chang is responsible for developing and managing relationships with Wall Street broker-dealers and fixed income investors. Prior to joining PFSI and its affiliates, Mr. Chang served in the Mergers & Acquisitions Group at Credit Suisse. Mr. Chang earned a B.A. in Political Economy from Williams College. Mr.Chang is an experienced mortgage banking executive with substantial experience in capital markets, mortgage-related investments and risk management.

James Follette. Mr. Follette has been Senior Managing Director and Chief Digital Officer since November 2023. Mr. Follette previously served as Senior Managing Director and Chief Mortgage Operations Officer from October 2022 to November 2023, Senior Managing Director and Chief Mortgage Fulfillment Officer from February 2018 to October 2022 and Managing Director, Mortgage Fulfillment from February 2016 to February 2018, among other executive positions at PFSI and its affiliates since 2011. Mr. Follette is responsible for the Company's technology and servicing operations. Prior to joining PFSI and its affiliates, Mr. Follette worked in several executive positions, including managing director, risk management, at Countrywide Financial Corporation (and Bank of America Corporation, as its successor) from 2003 until 2011, where he led operations and risk management and was responsible for all aspects of operational management, transactional risk management and business development. Mr. Follette earned a B.B.A. in Accounting from the University of Notre Dame and an M.B.A. in Finance from the University of Chicago. Mr.Follette is an experienced mortgage banking executive with significant experience in risk mitigation and technology strategies across various mortgage lending channels.

Daniel S. Perotti. Mr. Perotti has been our Senior Managing Director and Chief Financial Officer since January 1, 2021. Prior thereto, he served as the Company's Deputy Chief Financial Officer from January 2017 to December 2020, and served as the Company's Chief Asset and Liability Management Officer, among other positions at the Company since 2009. Mr. Perotti has also served in a variety of similar executive positions at PFSI and its affiliates since 2009. Mr. Perotti is responsible for overseeing the Company's accounting and financial reporting, treasury operations, investor relations, financial planning and analysis, tax analysis, and Sarbanes-Oxley program. Prior to joining PFSI and its affiliates, Mr. Perotti was employed at BlackRock and served as the head of the quantitative research team within its BlackRock Solutions business as well as in various other roles at BlackRock, Inc. from 2002 to 2008. Mr. Perotti earned a B.A. in economics and computer science from Columbia University. Mr.Perotti is an experienced financial services executive with substantial experience in corporate finance and mortgage banking.

Derek W. Stark. Mr. Stark has been our Senior Managing Director, Chief Legal Officer and Secretary since February 2018. Mr. Stark previously served as the Managing Director, General Counsel and Secretary among other executive positions at the Company since September 2009. Mr. Stark has also served in a variety of similar executive positions at PFSI and its affiliates since 2009. Mr. Stark is responsible for overseeing all of the Company's legal management, including securities, corporate governance, corporate transactions, litigation and regulatory compliance, and he serves as the primary legal contact for the Company's Board. Prior to joining PFSI and its affiliates, and after leaving private practice, Mr. Stark served in a variety of executive positions, including Executive Vice President and Deputy General Counsel, from 1999 to 2008, at Countrywide. Mr. Stark earned a B.A. in Political Science from the University of California, Berkeley, and a J.D. from Loyola Law School, Los Angeles. Mr.Stark is an experienced legal executive with significant experience in corporate and securities law, litigation and mortgage banking.

Report of the Compensation Committee

Our Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-Kand, based on such review and discussions, the Compensation Committee recommended that our Board of Trustees include the Compensation Discussion and Analysis in this Proxy Statement and our 2023 Annual Report on Form 10-K.

The Compensation Committee

Renee R. Schultz, Chair

Nancy McAllister

Stacey D. Stewart

Compensation Discussion and Analysis

Table of Contents

This compensation discussion and analysis provides a detailed description of our executive compensation program and policies, the material compensation decisions made under such program and policies with respect to our named executive officers, and the material factors that were considered in making those decisions. This narrative discussion should be read together with the compensation tables and related disclosures set forth below.

2023 Named Executive Officers

Our "named executive officers" consisting of our Chief Executive Officer, our Chief Financial Officer, our next three most highly compensated executive officers and one former executive officer during Fiscal 2023, were:

Executive Compensation Highlights

Executive Summary of 2023 Compensation

Although our named executive officers are generally compensated by their employer, PFSI and its affiliates, our Compensation Committee has granted, and may continue to grant, from time to time, equity-based awards designed to align the interests of employees of PFSI and its affiliates who provide services to us with those of our shareholders, by allowing such employees, including our named executive officers, an opportunity to share in the creation of value for our shareholders through capital appreciation and dividends. Currently, these equity-based awards are in the form of performance-based restricted share units, or PSUs, and restricted share units, or RSUs, and are granted by our Compensation Committee in its discretion under our 2019 Plan. In order to ensure that our executive compensation program aligns with the interests of our shareholders and focuses on long-term performance, we grant PSUs that vest upon our Company's satisfaction of performance measures tied to return on equity, or ROE, and a relative total shareholder return, or TSR. PSU and RSU awards granted to our named executive officers are designed to align their interests with those of our shareholders by providing each named executive officer providing services to us through PFSI and its affiliates with an ownership or ownership-based interest in our Company and a stake in our long-term success. Our PSU and RSU awards are also designed to further motivate our named executive officers to achieve exceptional Company and individual performance and reward them for such performance through a long-term incentive structure that does not encourage excessive risk taking. We also believe that providing equity compensation to our named executive officers is appropriate given the risks and liability they undertake as named executive officers of a public company. We believe that our executive compensation program objectives have resulted in decisions regarding executive compensation that have appropriately encouraged growth in our businesses and the achievement of financial goals without excessive risk taking, thus benefiting our shareholders and generating long-term shareholder value.

2023 Say-On-PayVote and Engagement with Shareholders

At our 2023, 2022 and 2021 annual meetings of shareholders, approximately 98% of votes cast by our shareholders supported our Say-On-Payadvisory vote on executive compensation. We believe the positive Say-On-Payvoting results reflect our commitment to maintain a pay for performance culture that aligns with our stakeholder interests. Following our 2023 shareholder meeting, the Compensation Committee and our Board closely reviewed the shareholder vote on our Say-On-Payproposal and the differences in voting results between our 2023 annual meeting results and prior years, including the recommendations made by certain proxy advisory firms. As a result of our ongoing shareholder engagement and recommendations of certain proxy advisory firms, we have established a number of compensation disclosure and governance best practices, including:

2023 Stakeholder Interactions

We have established and maintained a robust investor relations program that includes constant and proactive outreach with our shareholders, bondholders, the rating agencies, and other stakeholders. Members of our executive management team and members of our investor relations team meet frequently with current and prospective investors in person at our offices, conferences and non-dealroadshows, and virtually via fireside chats or virtual meetings. Not only do these meetings enable investors to better understand our activities and the mortgage industry in general, but they provide us with valuable feedback and insights, which are in turn, presented to and considered by our Board.

Transparency is important:

In addition to required SEC filings, earnings webcasts and press releases, we strive to publish in a timely fashion materials that effectively illustrate the drivers of our financial performance. This includes earnings presentations and supplemental financial schedules, which can be found on our website at pennymacmortgageinvestmenttrust.com.

Consistent messaging:

Regardless of whether the stakeholder is a prospective or current shareholder, bondholder, rating agency or an institution focused on corporate sustainability, we strive to tell a consistent story, adhering to our founding principles of being accountable, reliable and ethical.

Executive Compensation Paid by PFSI

We utilize an external management structure and we currently have seven employees of our own; therefore, the management of our business and execution of our operations is performed on our behalf by our Manager, our Servicer and other PFSI affiliates pursuant to a management agreement and other related party agreements. This external management structure allows us to operate with more limited infrastructure, which reduces overhead costs and provides predictability regarding the operating expenses required to run our business. Through PFSI, we have access to greater infrastructure and resources than we might otherwise have if we were to internalize operations. Pursuant to the terms of our management agreement, our Manager earns a base management fee equal to the sum of (a) 1.5% per year of shareholders' equity up to $2 billion, (b) 1.375% per year of shareholders' equity in excess of $2 billion and up to $5 billion, and (c) 1.25% per year of shareholders' equity in excess of $5 billion. Our Manager may also earn a performance incentive fee, both quarterly and in arrears, equal to: (a) 10% of the amount by which net income attributable to common shares for the quarter exceeds (i) an 8% return on equity plus the high watermark (as defined under the heading "Management Agreement" in the "Certain Relationships and Related

Transactions" section in this Proxy Statement), up to (ii) a 12% return on equity; plus (b) 15% of the amount by which net income for the quarter exceeds (i) a 12% return on equity plus the high watermark, up to (ii) a 16% return on equity; plus (c) 20% of the amount by which net income for the quarter exceeds a 16% return on equity plus the high watermark. Our Manager earned approximately $28.8 million in base management fees and zero in performance incentive fees in Fiscal 2023 in connection with work performed under our management agreement.

Our executive officers are employed by PFSI and, therefore, receive compensation from PFSI. While PFSI may use a portion of our management fee to compensate its executive officers, we do not specifically allocate any portion of the management fee to such compensation and the management agreement does not require any such allocation related to PFSI's compensation arrangements with our named executive officers.

The following information relating to these compensation arrangements have been provided to us by PFSI and its affiliates.

PFSI's Executive Compensation Objectives and Philosophy

PFSI, through its executive compensation program, seeks to:

PFSI aims to position the total compensation of its named executive officers at a level commensurate with the total compensation paid to other executives holding comparable positions at companies similar in industry, size, structure, scope and sophistication with which PFSI competes for executive talent.

PFSI's 2023 Executive Compensation Decisions

In setting compensation for its executives, including our named executive officers, PFSI takes into consideration a number of factors in determining the total compensation payable to its employees including the type, scope and level of responsibility of the executive, competitive market dynamics, and the individual contributions made by the executive to the success of PFSI. In making its determinations regarding compensation arrangements with our named executive officers, PFSI does not take into account the amount of the management fee we pay to our Manager. This is because a whole team of professionals at our Manager, our Servicer and their affiliates (including our named executive officers) supports our Company and these professionals not only support our management efforts, but also work on activities for us that are unrelated to the management agreement (e.g., mortgage loan servicing and mortgage loan fulfillment), as well as a broad range of other activities unrelated to us entirely. Many of these activities are for PFSI's own account or the accounts of other third party stakeholders.

To put this into context, the base management fees and performance incentive fees paid by us to our Manager represented approximately 2.1% of the $1.4 billion in total net revenues of our Manager and its affiliates during Fiscal 2023. No portion of such fees was directly allocated to the compensation paid by PFSI to any of our named executive officers.

Furthermore, we do not believe that base management fees and performance incentive fees as a percentage of PFSI's total net revenues is an accurate or appropriate reflection of the portion of total compensation paid by PFSI to our named executive officers that is attributable to the services they provide our Company under the management agreement. Based on that approach and using the same percentage, however, we estimate that approximately $373,353, or 2.1%, of the $17.8 million of total compensation paid by PFSI to our named executive officers during Fiscal 2023 would be deemed attributable to such services. Of the total compensation paid to our Chief Executive Officer by PFSI in Fiscal 2023, we estimate that approximately 15% was fixed (e.g., annual base salary) and approximately 85% was variable or incentive pay (e.g., performance-incentive and equity awards). Of the total compensation paid to our other named executive officers by PFSI in Fiscal 2023, we estimate that approximately 18% was fixed (e.g., annual base salary) and approximately 82% was variable or incentive pay (e.g., performance-incentive and equity awards).

2023 Annual Performance-Based Incentives Paid by PFSI

The annual performance-based incentives paid to our named executive officers by PFSI included a performance component equal to 70% of the annual target incentive based on achieving ROE and a strategic award component equal to 30% of the annual target incentive based on individual strategic objectives set at the beginning of the year. To determine annual performance-based incentive amounts, PFSI's Compensation Committee first sets a target level of performance-based incentive for each named executive officer for the fiscal year based on competitive market data. Each named executive officer's potential performance-based incentive payout varies based on such individual's level of responsibility and position within our organization. PFSI believes that ROE is an appropriate measure for annual performance-based incentives because it provides our named executive officers with an incentive to achieve favorable current results, while also producing sustainable long-term shareholder value.

Each named executive officer's target annual incentive was contingent on meeting the annual financial and strategic goals. Failure to meet the minimum ROE financial performance threshold would result in no ROE incentive payout, while exceeding the ROE financial performance target would result in incentive payouts over target, subject to a maximum payout cap of 300% for the financial performance component and 150% for the strategic award component. The total maximum annual incentive payable in Fiscal 2023 was 255% of target assuming all goals were achieved at maximum.

In Fiscal 2023, PFSI's management delivered net income of $144.7 million and ROE of 4%, on net revenues of $1.4 billion, which was down from Fiscal 2022, primarily due to the smaller origination market resulting from higher interest rates, and a nonrecurring unadjusted pretax legal accrual of $158.4 million. PFSI's ROE of 4% was below the minimum ROE financial performance threshold and resulted in no ROE incentive payout. The PFSI Compensation Committee also considered management's execution of strategic objectives for the PFSI named executive officers and concluded that these objectives were achieved at the maximum payout of 150%. Based on the overall assessment of PFSI's Fiscal 2023 performance and the Chairman's recommendations, PFSI's Compensation Committee approved the annual performance-based incentive amounts for the PFSI named executive officers at an overall payout percentage of 45%.

2023 Long-Term Equity Awards Granted by PFSI

In determining the equity awards granted to the PFSI named executive officers in Fiscal 2023, the PFSI Compensation Committee considered, among other factors, the recommendations of management and various reports provided by our independent compensation consultant. The PFSI Compensation Committee also considered (i) the value of the proposed equity awards; (ii) the historical equity awards previously granted to each named executive officer and the corresponding values at the time of the consideration of the 2023 grants; (iii) the value of share grants to the PFSI named executive officers providing comparable services at our industry and sector peers; (iv) the anticipated contribution by our named executive officer in future fiscal years, taking into account the role, responsibility and scope of each position and the PFSI Compensation Committee's perception regarding the quality of the services provided by each named executive officer in carrying out those responsibilities; (v) PFSI's financial and operating performance in the past year and its perceived future prospects; (vi) the mix of equity awards to total compensation; and (vii) general market practices. The PFSI Compensation Committee considered these multiple factors in determining whether to increase or decrease the target amounts from the prior year's equity award grants. There was no formulaic approach in the use of these various factors in determining the number of shares to award to each named executive officer. The share amounts were determined on a subjective basis, using the various factors, in the PFSI Compensation Committee's sole discretion.

The PFSI Compensation Committee provided long-term equity incentives for Fiscal 2023 to the PFSI named executive officers through the following target value mix of performance-based restricted stock units, time-based restricted stock units and stock options:

2023 Summary Compensation Paid by PFSI ⁽¹⁾

The following table presents compensation paid by PFSI as of the end of Fiscal 2023 utilizing the methodology required by the SEC to report compensation in the "Summary Compensation Table."

2023 Compensation Program Overview

During Fiscal 2023, we did not have employment agreements with our named executive officers. We also did not provide pension or retirement benefits, perquisites or other personal benefits to our named executive officers. However, all unvested RSUs and PSUs granted under our 2019 Plan will vest immediately upon a termination of services other than for cause or upon the termination of our management agreement between us and our Manager other than for cause (as defined in our management agreement). We utilized long-term incentive compensation in the form of equity-based awards, which we issue under our 2019 Plan as described herein.

Cash Compensation

We do not pay any cash compensation to our named executive officers or to any other employees of PFSI who support our business. Our named executive officers and other personnel who conduct our business are employees of PFSI and, therefore, PFSI is responsible for all such cash compensation and for making decisions relating thereto based on such factors as it determines appropriate.

Equity-Based Compensation

The Compensation Committee may, from time to time pursuant to our 2019 Plan, grant our named executive officers certain equity-based awards, including PSUs, RSUs and other awards based on our shares. These awards are designed to align the interests of our Manager and employees of PFSI who provide services to us with those of our shareholders, by allowing such individuals to share in the creation of value for our shareholders through capital appreciation and dividends. These awards provide a further benefit to us by enabling PFSI to attract, motivate and retain talented individuals who are willing to undertake the risks and liability associated with serving as executive officers of a public company. These equity awards are generally subject to vesting requirements over a number of years and are designed to promote the retention of management and to achieve strong performance for our Company.

We believe our compensation policies are particularly appropriate since we are an externally managed REIT. REIT regulations require us to pay at least 90% of our taxable income to shareholders as dividends. As a result, we believe that our shareholders are principally interested in the generation of attractive risk-adjusted returns that result in dividends and book value growth. Accordingly, we want to provide an incentive to our named executive officers that rewards success in achieving these goals. We believe that equity-based awards serve to align the interests of named executive officers with the interests of our shareholders in generating attractive risk-adjusted returns that drive dividends, book value growth and long-term performance.

2023 Compensation Decisions

On February 28, 2023, after consideration of our performance in light of the qualitative and quantitative performance measures set forth below and after consultation with senior management, our Compensation Committee approved the PSU and RSU grants to our named executive officers and other employees of PFSI who provide services to us under our management agreement and other related party agreements.

The Compensation Committee considers many material factors, including (1) the results of the annual Say-On-Payvote regarding the executive compensation of our named executive officers during the prior fiscal year; (2) our Chairman's evaluation of our named executive officer's performance in the preceding fiscal year; (3) the anticipated contribution by our named executive officer in the upcoming fiscal year, taking into account the role, responsibility and scope of each position and the Compensation Committee's perception regarding the quality of the services provided by each named executive officer in carrying out those responsibilities; (4) the extent to which the long-term equity award grant value is within (or outside) a certain range of percentile levels for long-term equity award grants for comparable positions at our industry and sector peers (and whether it is at the lower or upper end of such range); (5) any extraordinary changes that have occurred (such as a significant change in responsibilities or a promotion); (6) the compensation earned by or granted to our named executive officers from PFSI, as well as the combined value of compensation earned from or granted by PFSI and our Company relative to peer compensation; (7) the value and potential value for our named executive officer of the other elements of our Company's compensation program; (8) recommendations of PFSI and various reports provided by our independent compensation consultants; (9) our financial and operating performance in the past year and perceived future prospects; and (10) general market practices.

The Compensation Committee considered these multiple factors in determining whether to increase or decrease the amounts of the prior year's equity award grants. There was no formulaic approach in the use of these various factors in determining the number of shares to award to each named executive officer. The equity award amounts granted to our named executive officers were determined on a subjective basis, using the various factors, in the Compensation Committee's sole discretion.

The Compensation Committee provided long-term equity incentives for Fiscal 2023 to our named executive officers through the following target value mix of performance-based RSUs and time-based RSUs:

In addition, on March 20, 2023, our Compensation Committee approved an additional grant for William Chang as the result of his promotion to Senior Managing Director and Chief Investment Officer.

2023 Performance-Based Restricted Share Unit Grants 

The Fiscal 2023 PSUs provided that the vesting will be contingent upon the achievement of two performance goal components with equal weighting, ROE and Relative TSR, as summarized below:

Fiscal 2023 Performance Goals and Rationale

Performance Measures for 2023 Performance-Based Restricted Share Unit Grants

A summary of the performance goals for our outstanding PSUs granted to our named executive officers in Fiscal 2023 is provided below:

2023 Performance-Based Restricted Share Unit Design Changes

The Compensation Committee decided to change the performance weighting of the PSUs granted to our named executive officers in Fiscal 2023 in light of the higher inflationary and interest rate macroeconomic environment impacting the housing and mortgage market to place greater emphasis on the Relative TSR performance metric. Accordingly, the Compensation Committee decided to separate the ROE and Relative TSR performance measures so that each would be weighted at 50% rather than weighting ROE at 100% and treating the Relative TSR performance measure as a modifier to the ROE performance measure. The design change allows more opportunity for the Fiscal 2023 PSUs to vest, with the maximum amount of the Fiscal 2023 PSUs that may vest equal to 175% of target which is lower than the maximum amount of the Fiscal 2022 PSUs that may vest which was 187.5% of target. In addition, the Compensation Committee decided to keep the Fiscal 2023 target ROE goal at 8% which is the same target as in Fiscal 2022 and greater than the actual results achieved in Fiscal 2022.

A summary of the performance measures and targets contained in the PSUs granted to our named executive officers during Fiscal 2023 is provided below and each of these awards is further described in the "2023 Grants of Plan-Based Awards" table:

Approximately 55% of the long-term equity incentive awards granted to our named executive officers was in the form of PSUs. During Fiscal 2023, our named executive officers were granted PSUs under our 2019 Plan in the following amounts:

With respect to the PSUs granted during Fiscal 2023 to our named executive officers, the performance measurement periods are the 2023, 2024 and 2025 fiscal years. Payout opportunity for these PSUs exists annually and cumulatively up to a maximum of 175% in any given year; provided, however, that we have satisfied the relevant performance goals and our named executive officer is providing services to our Company or an affiliate as of the relevant date. Additional details regarding the threshold, target and maximum payouts for the PSUs are provided in the "2023 Grants of Plan-Based Awards Table" included in this Proxy Statement.

Pursuant to our PSU award agreement, upon an executive officer's termination of service other than for cause, or due to the executive officer's death or permanent disability, or upon the termination of the management agreement between us and our Manager other than for cause (as defined in our management agreement), any PSU not previously vested will become fully vested and free of any transfer restrictions and any performance conditions imposed with respect to such PSU will be deemed to be fully achieved. Upon a termination of service for any other reason, a PSU is generally subject to forfeiture. In addition, pursuant to the PSU award agreement, in the event of a change in control, any PSU not previously vested will become fully vested and free of transfer restrictions only if the executive officer's service is terminated by us (other than for cause) as a result of or in connection with such change in control; provided, however, that if our shares cease to be publicly traded on an established securities market in connection with such change in control, then any PSUs not previously vested will become fully vested irrespective of any such termination of service.

2023 Performance-Based Restricted Share Unit Performance - Actual Performance and Payouts

The PSU targets and payouts earned as of March 12, 2024 for the Fiscal 2023 performance period under the PSUs granted to our named executive officers in each of Fiscal 2021, Fiscal 2022 and Fiscal 2023 are reflected in the table below:

2023 Time-Based Restricted Share Unit Grants

Approximately 45% of the long-term equity incentive awards granted to our named executive officers was in the form of time-based RSUs. During Fiscal 2023, our named executive officers were granted RSUs under our 2019 Plan in the following amounts:

Subject to continued service through each vesting date, the RSUs granted to our named executive officers in Fiscal 2023 generally vest ratably over a three-year period beginning on the one-yearanniversary of the grant date (or such other date as determined by the Compensation Committee) and entitle the recipients to receive dividend equivalents during the vesting period.

Pursuant to our RSU award agreement, upon an executive officer's termination of service other than for cause, or due to the executive officer's death or permanent disability, or upon the termination of our management agreement between us and our Manager other than for cause (as defined in our management agreement), any RSU not previously vested will become fully vested and free of any transfer restrictions. Upon a termination of service for any other reason, an RSU is generally subject to forfeiture. In addition, pursuant to our RSU award agreement, in the event of a change in control, any RSU not previously vested will become fully vested if our named executive officer's service is terminated by us (other than for cause) as a result of or in connection with such change in control; provided, however, that if our shares cease to be publicly traded on an established securities market in connection with such change in control, then any RSUs not previously vested will become fully vested irrespective of any such termination of service.

Executive Compensation Decision Making Process

Role of the Compensation Committee

The Compensation Committee has overall responsibility for establishing the level of equity-based compensation for our named executive officers and employees of PFSI who provide services to us under our management agreement and other related party agreements. Members of the Compensation Committee are appointed by the Board. Currently, the Compensation Committee consists of three members of the Board, Mmes. Schultz, McAllister and Stewart, none of whom serve as our executive officers. Each of Mmes. Schultz, McAllister and Stewart qualifies as an independent trustee under the rules of the NYSE. See the section entitled "CORPORATE GOVERNANCE-Committees of the Board of Trustees." Each year, the Compensation Committee consults with PFSI when determining the level of equity-based compensation for employees of PFSI, including our named executive officers who provide services to us under our management agreement and other related party agreements. The Chairman and Chief Executive Officer provides input for the Compensation Committee regarding

the performance and appropriate compensation of the other named executive officers. The Compensation Committee gives considerable weight to the Chairman and Chief Executive Officer's evaluation of the other named executive officers because of his direct knowledge of each such officer's performance and contributions.

The Role of the Outside Independent Compensation Consultant

The Compensation Committee has the sole authority to retain, compensate and terminate any independent compensation consultant of its choosing in assessing our compensation program and determining the appropriate, competitive levels of compensation for our executive officers. Pursuant to such authority, the Compensation Committee utilized Pearl Meyer & Partners, or Pearl Meyer, as its independent compensation consultant during Fiscal 2023. Pearl Meyer has provided various services to the Compensation Committee since its engagement including the following:

Assessment of Outside Independent Compensation Consultant Conflicts of Interest

Under rules promulgated by the SEC, the Compensation Committee must determine, after taking into account six independence-related factors, whether any work completed by a compensation consultant raised any conflict of interest. Factors considered by the Compensation Committee include the following six factors specified by the NYSE rules: (1) other services provided to us by the compensation consultant; (2) what percentage of the compensation consultant's total revenue is made up of fees from us; (3) policies or procedures of the compensation consultant that are designed to prevent a conflict of interest; (4) any business or personal relationships between individual consultants involved in the engagement and Compensation Committee members; (5) any of our common shares owned by individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the compensation consultant or the individual consultants involved in the engagement. For Fiscal 2023, the Compensation Committee did not identify any conflict of interest with respect to Pearl Meyer.

Peer Group and Benchmarking

The Use of Peer Group and Competitive Market Data

On an annual basis, we engage in a comprehensive review of our peer companies with our independent compensation consultant. To assist in decision making regarding our compensation and benefits program, our management and the Compensation Committee review competitive market data from a "peer group" of publicly traded companies in specific industries in which we compete for executive talent, among other factors. The market data reviewed includes peer proxy data of companies similar in industry, size, structure, scope and sophistication. Proxy data was gathered from proxy statements and other publicly filed documents.

How We Establish our Peer Group

The Compensation Committee reviewed its peer group used for evaluating compensation decisions based on objective criteria as presented in the table and discussion below.

+ Added to Peer Group

Given the relatively small number of externally managed REITs, we are limited in the number of companies that are appropriate peers for the Company. Our selection criteria included mortgage REITs and diversified REITs, and our goal is to identify peers that are industry relevant and publicly traded of similar market capitalization, assets and complexity.

As part of our selection criteria, we focus on companies that have 0.5x to 3x the assets of the Company.

Accordingly, the Compensation Committee, after reviewing with senior management and our independent outside compensation consultant, decided that Ellington Financial Inc. should be added to the revised peer group since it is a public mortgage and real estate investment manager meeting our qualitative and quantitative screening criteria including business comparability and executive compensation measures. The Compensation Committee believes that this revised peer group better reflects our competitors in the industry that currently conduct similar businesses and have comparable scales of operations.

Compensation Policies and Practices As They Relate to Our Risk Management

We have designed our executive compensation program to reward strong financial and individual performance. We believe that this structure, as further explained below, minimizes risks resulting from compensation practices. Our Compensation Committee believes that

its compensation policies and practices for our named executive officers do not create risks that are reasonably likely to have a material adverse effect on us. We believe that appropriate safeguards are in place with respect to our compensation program and policies that assist in mitigating excessive risk taking that could harm the value of our business or reward poor judgment by our executive officers. In that regard, the Compensation Committee requested assistance from our independent compensation consultants in reviewing our compensation policies and practices. Based on its review, the Compensation Committee concluded that our compensation policies and practices as they apply to our named executive officers are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not create risks that are reasonably likely to have a material adverse effect on our business.

As part of the review, numerous factors were noted that reduce the likelihood of excessive risk taking which include, but are not limited to, the following:

Executive Share Ownership Guidelines

Our executive share ownership guidelines, which are approved by our Nominating and Corporate Governance Committee, are intended to further the objective of aligning the interests of our executives with those of our shareholders. These share ownership guidelines provide that our named executive officers and other executive officers should accumulate a minimum dollar amount of shares within five years from becoming an executive officer.

A summary of the share ownership guidelines is set forth in the following table:

For purposes of the guidelines, share ownership includes common shares owned directly and RSUs. The types and amounts of share-based awards are intended, in part, to facilitate the accumulation of sufficient shares by our executive officers to allow them to meet the share ownership guidelines within the applicable timeline. Each executive officer is expected to meet the respective level of share ownership within five years of becoming subject to such guidelines. The Nominating and Corporate Governance Committee will annually review each executive officer's compliance with or progress toward meeting the share ownership guidelines based on share ownership calculated as of the average closing share price over the prior year. Each named executive officer who has been an executive officer for five years or more is in compliance with our share ownership guidelines.

Clawback Provisions

In September 2023, to comply with the requirements of the Dodd-Frank Act and the final NYSE listing rules, the Compensation Committee adopted a clawback policy applicable to incentive-based compensation for current and former Section 16 officers as defined under the Exchange Act (the "SEC Clawback Policy"). Under the SEC Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Board will recover any erroneously awarded incentive-based compensation received by current or former Section 16 officers during the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required. We also adopted a clawback policy in 2018 allowing for the recoupment of incentive compensation that applies to officers whose title is Senior Managing Director.

Trading Controls and Anti-Pledging and Anti-Hedging Policies

Our named executive officers and trustees are required to obtain preclearance prior to entering into any transaction involving our securities. Trading is generally permitted only during open trading windows. Any such individuals who are subject to trading restrictions may enter into trading plans under Rule 10b5-1of the Exchange Act, but these trading plans may be entered into only during an open trading window and must be pre-approvedas well.

Our named executive officers, trustees and other employees (if any) are restricted from pledging any of our securities or entering into margin accounts involving our securities. We restrict these transactions because of the potential that sales of our securities could occur outside trading periods and without the required pre-clearanceapproval.

In addition, our named executive officers, trustees and other employees (if any) are restricted from entering into hedging transactions involving our securities.

Compensation Tables

2023 Summary Compensation Table*

We do not provide any of our named executive officers with any cash compensation or bonus, nor do we provide any named executive officers with pension benefits or nonqualified deferred compensation plans. We have not entered into any employment agreements with any person, and are not obligated to make any cash payments upon termination of employment or a change in control of the Company.

During Fiscal 2023, our named executive officers were granted long-term equity compensation in the form of RSUs and PSUs pursuant to our 2019 Plan. The "2023 Summary Compensation Table" below summarizes the annual compensation received by our named executive officers during Fiscal 2023, Fiscal 2022 and Fiscal 2021.

2023 Grants of Plan-Based Awards*

The following table provides information about plan-based awards granted under our 2019 Plan to our named executive officers in Fiscal 2023.

The following table provides information about outstanding equity awards held by our named executive officers as of the end of Fiscal 2023.