Jayne-Anne Gadhia
PRA GROUPAbout Jayne-Anne Gadhia
Dame Jayne-Anne Gadhia (age 63) is an independent director of PRA Group, elected to the Board effective June 13, 2024. She is a Chartered Accountant and longtime UK financial services executive, best known as the former CEO of Virgin Money (2007–2018) and founder/executive chair of fintech Snoop (2019–July 2023). She has been honored as CBE (2013), Dame CBE (2019), and Commander of the Royal Victorian Order (2022), and holds a B.A. in History from the University of London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snoop (fintech) | Founder; Executive Chair | 2019–Jul 2023 | Led UK consumer fintech; retired July 2023 |
| Salesforce, Inc. (NYSE) | CEO – UK & Ireland | 2019–2021 | Senior leadership of enterprise software in UK market |
| Virgin Money | Chief Executive Officer | 2007–2018 | Led major UK consumer bank until sale; prior founder of Virgin Direct (1995) |
| Royal Bank of Scotland (RBS) | Executive roles | ~2001–2006 | Five years at RBS after Virgin Direct acquisition |
| Norwich Union (now Aviva) | Senior Manager | n/a | Early operating and management experience |
| Ernst & Young LLP | Chartered Accountant | n/a | Professional qualifications and audit/finance training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| His Majesty’s Revenue & Customs (HMRC) | Chair of the Board | Since 2020 | UK government tax authority chair role |
| MoneyFarm | Chair | Since 2022 | Digital wealth management company |
| Ozone API | Chair | Since 2024 | Open banking technology platform |
| Vanquis Banking Group PLC (LSE) | Senior Advisor | Since 2023 | UK specialist banking group; advisory role (not a directorship) |
| UniCredit | Senior Advisor | 2023–2024 | Advisory role (not a directorship) |
| Other current public company boards | — | — | None |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (Board-determined under Nasdaq/SEC rules) |
| PRAA Committees | Audit Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | None (Audit Chair: Marjorie Connelly; N&CG Chair: Lance Weaver) |
| Committee meetings (2024) | Audit: 8; Nominating & Corporate Governance: 6 |
| Board attendance | In 2024, each director attended at least 75% of Board and committee meetings on which they served |
| Board structure | Separate Executive Chairman and CEO; Lead Independent Director presides over executive sessions at every Board meeting |
Fixed Compensation
| Component | 2024 PRAA Director Program | Notes |
|---|---|---|
| Cash – Board retainer | $70,000 | Standard annual director retainer |
| Cash – Committee member | $15,000 per committee | For each committee served |
| Cash – Committee chair | $30,000 per chair role | Not applicable to Gadhia in 2024 |
| Cash – Lead Independent Director | $30,000 | Not applicable |
| Cash – Chairman | $125,000 | Not applicable |
| Equity | ~$155,000 in RSUs granted at 2024 annual meeting cadence; vests on anniversary or earlier of next annual meeting | Aligns director interests; time-vested |
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards (RSUs, grant-date fair value) | Total | Key Dates/Terms |
|---|---|---|---|---|
| Jayne-Anne Gadhia | $46,250 | $154,995 (granted Jun 24, 2024 at $20.37/share) | $201,245 | Elected Jun 13, 2024; RSUs vest on anniversary/next AGM |
Additional director program features: Directors reimbursed for travel; no retirement benefits or perquisites; D&O insurance maintained . Hedging and pledging of PRAA stock are prohibited .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual director equity | Time-based RSUs (~$155k grant value) vest on anniversary or earlier of next annual meeting | None (time-vested; no PSU/options for directors) |
No performance metrics are used for non-employee director equity at PRAA; awards are time-based RSUs intended to align and retain .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Relevant external roles | HMRC Chair; MoneyFarm Chair; Ozone API Chair; Senior Advisor at Vanquis (LSE) |
| Potential interlocks/conflicts | Company policy requires N&CG Committee approval of related-party transactions >$120,000; none in 2024 . No interlocks disclosed with PRAA competitors/suppliers/customers in proxy. |
Expertise & Qualifications
- Financial services CEO experience (Virgin Money) and fintech founder/operator (Snoop)
- Public company leadership and governance; Chartered Accountant background
- International perspective across UK and European financial services
- Recognitions: CBE (2013), Dame CBE (2019), Commander of the Royal Victorian Order (2022)
- Education: B.A. History, University of London
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jayne-Anne Gadhia | 7,609 | <1% | Beneficial ownership table includes RSUs vesting within 60 days |
Ownership alignment and policies:
- Director stock ownership guideline: ≥5× annual Board cash retainer; expected within 5 years of Board service .
- As of Apr 21, 2025, all non-employee directors with ≥5 years of service have met the guideline; Gadhia joined in 2024 and is within compliance window .
- Hedging and pledging prohibited for directors .
Governance Assessment
-
Strengths for investor confidence
- Independent director serving on Audit and Nominating & Corporate Governance committees, both key to oversight; Audit met 8 times and N&CG met 6 times in 2024, indicating active committee cadence .
- Strong alignment features: time-vested RSU grant (~$155k) and 5× retainer ownership guideline; no director perquisites; anti-hedging/anti-pledging policies .
- Board-wide attendance threshold met (≥75% for all directors); Board utilizes executive sessions at every meeting under a Lead Independent Director framework and maintains separation of Executive Chair and CEO roles .
- No related-party transactions in 2024; clear policy and N&CG oversight for any such matters .
- Shareholder support context: Say-on-Pay received >91% approval at 2024 meeting, signaling broad governance acceptance (company-level signal) .
-
Potential watch items
- External roles in UK financial services (e.g., Senior Advisor at Vanquis) create visibility considerations given PRAA’s European operations; however, PRAA disclosed no related-party transactions in 2024 and maintains a robust approval policy for any such dealings .
- Newer tenure (elected June 2024) means long-term Board-level impact and director share ownership progression are still developing; guideline compliance window is five years .
-
RED FLAGS observed
- None disclosed specific to Gadhia regarding attendance shortfalls, related-party transactions, hedging/pledging, or late Section 16 filings; the only reported Section 16 filing issue in 2024 related to the CFO (withholding for taxes), not directors .