Gail B. Giacobbe
About Gail B. Giacobbe
Gail B. Giacobbe (age 56) is an independent director of Heritage Financial Corporation (HFWA) since 2022. She is Vice President, Product Management at Google; previously Vice President, Product Management at Microsoft (2019–Jan 2024) and Vice President of Product & User Experience at GoDaddy (2015–2019). She graduated with honors from Princeton University and holds a Master of Arts in Teaching from Brown University, and brings deep expertise in digital transformation, personalization, and customer experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice President, Product Management | Current | Senior technology leadership across enterprise, B2B, education, consumer software | |
| Microsoft | Vice President, Product Management | 2019–Jan 2024 | Led product organizations; earlier Principal Group PM for Skype, Outlook, SharePoint |
| GoDaddy | Vice President, Product & User Experience | 2015–2019 | Led Women in Tech ERG; product and UX leadership |
| JFS Seattle | Director; Chair HR & Compensation Committees | 2011–2024 | Governance and human capital oversight |
| Microsoft (earlier roles) | Principal Group Product Manager | Prior to 2015 | Product leadership—Skype, Outlook, SharePoint |
External Roles
| Organization | Type | Role | Committees |
|---|---|---|---|
| Henry Art Gallery (University of Washington) | Non-profit/Academic | Trustee | Governance Committee |
| JFS Seattle | Non-profit | Director | Chair of HR & Compensation Committees (2011–2024) |
Board Governance
- Independence: Listed as independent; nine director nominees are independent .
- Committee assignments: Compensation Committee member; Risk & Technology Committee member (not a chair) .
- Board/committee activity: In 2024, Board held 10 regular meetings; independent directors met in executive session at each meeting and held three additional sessions without the Board Chair. No director attended fewer than 75% of Board and committee meetings .
- Committee meeting cadence 2024: Audit & Finance (9), Compensation (5), Corporate Governance & Nominating (8), Risk & Technology (5) .
Fixed Compensation
| Item | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Retainer unchanged vs. 2023 across directors |
| Committee chair fees | — | Giacobbe is not a chair; chairs receive: Audit $15,000; Compensation $10,000; CG&N $10,000; Risk & Tech $12,500 (program detail) |
| Lead Independent Director fee | — | $20,000 (program detail) |
| Board Chair fee | — | $60,000 (program detail) |
| Meeting fees | 0 | No per-meeting fees |
| Cash dividend equivalents on vested RSUs | Program: 2,025 | Paid only to directors with vested RSUs; Giacobbe’s 2024 grant was unvested as of 12/31/24 |
Performance Compensation
| Grant Type | Grant Date | RSUs (shares) | Grant-date Fair Value per Share ($) | Total Fair Value ($) | Vesting | Change-in-Control Terms |
|---|---|---|---|---|---|---|
| Service-based RSU | 2024-06-18 | 2,928 | 17.08 | 50,010 | Vests 2025-05-01 | Double-trigger vesting under 2023 Omnibus Plan; performance awards partially vest at target if not assumed or upon qualifying termination within 24 months |
Heritage currently does not grant options to directors; there were no unexercised stock options held by non-employee directors as of 12/31/24 . Anti-hedging policy prohibits hedging Company stock; pledging is cautioned against and to the Company’s knowledge no directors have pledged stock .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed beyond HFWA |
| Compensation Committee interlocks | Members: Ellwanger, Giacobbe, Lyon, Rivera, Watson; no members were officers/employees in 2024 and no relationships requiring disclosure |
| Shared directorships/conflicts | Not disclosed; no related-party transactions beyond ordinary-course director/officer lending |
Expertise & Qualifications
- Digital transformation, personalization, customer experience; strategic leadership and cultural transformation .
- Education: Princeton University (honors); Brown University (Master of Arts in Teaching) .
- Technology oversight relevant to cybersecurity and tech investments via Risk & Technology Committee .
Equity Ownership
| Holder | Shares Owned | RSUs (vest within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Gail B. Giacobbe | 4,831 | 2,928 | 7,759 | <1% (outstanding 33,990,827 shares as of 03/10/2025) |
- Director ownership guidelines: Directors must own stock equal to 3x annual cash retainer; retain ≥50% of shares (net of tax) until guideline met; as of 12/31/24, all directors were in compliance .
- Anti-hedging/pledging: Hedging prohibited; no known hedging or pledging by directors .
Governance Assessment
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Strengths
- Independent director with relevant technology and customer experience; active on Compensation and Risk & Technology committees .
- Strong alignment policies: mandatory stock ownership (3x retainer), clawback policy, no tax gross-ups, no option repricing, and no single-trigger for service-based awards .
- Director pay structure balanced and modest (cash retainer $50,000; annual RSUs ~$50,010) with no meeting fees; stability vs. prior year indicates discipline .
- Shareholder support for compensation program: 2024 say-on-pay approval >98%—positive governance signal for board oversight of pay .
- Board process rigor: regular executive sessions; committee cadence; majority voting standard in uncontested elections .
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Watch items / potential conflicts
- External full-time executive role at Google could pose time-commitment considerations; however, 2024 attendance thresholds were met by all directors .
- Related-party lending exists at a program level ($6.5 million outstanding to directors/executives at 12/31/24) but governed under Regulation O; no unfavorable terms disclosed and individual loans not specified .
- Technology vendor relationships are not disclosed; monitor for any Google-related engagements that could introduce conflicts (none reported) .
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Overall view
- Governance profile is constructive: independence, relevant committee work, ownership alignment, and robust anti-hedging/clawback practices. Compensation for directors is straightforward (cash + service RSUs) with double-trigger protections that are shareholder-friendly .