Ann Sarnoff
PayPal HoldingsAbout Ann M. Sarnoff
Independent director at PayPal since June 2017, Ann M. Sarnoff (age 63) brings 30+ years of senior leadership across global media and consumer brands, with deep experience in driving consumer engagement, partnerships, and technology-enabled content strategy . She is currently a member of PayPal’s Audit, Risk & Compliance (ARC) Committee and is deemed independent under Nasdaq and PayPal’s Governance Guidelines . In 2024, directors who served met at least 89% of board and committee meetings; the Board met five times in 2024 and holds executive sessions of independent directors at regularly scheduled meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WarnerMedia Studios & Networks Group | Chair & CEO | Aug 2020 – Apr 2022 | Led a global leader in entertainment and consumer products |
| Warner Bros. Entertainment | Chair & CEO | Aug 2019 – Aug 2020 | Oversaw globally recognized brands and content portfolio |
| BBC Studios Americas | President | Aug 2015 – Aug 2019 | Built partnerships and technology-focused solutions across platforms |
| BBC Worldwide North America | Chief Operating Officer | 2010 – Jul 2015 | Senior operating leadership for North American media portfolio |
| HSN, Inc. | Director (Public Co.) | Dec 2012 – Dec 2017 | Prior U.S. public company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WTA Ventures | Director | Current (as disclosed) | Sports/media investment venture board role |
| Cineworld Group PLC | Director | Current (as disclosed) | International cinema group board role (not counted as a U.S. “Other Public Company Board”) |
| Georgetown University McDonough School of Business | Vice Chair of the Board | Current (as disclosed) | Academic governance leadership |
| The Shed (NYC) | Vice Chair of the Board | Current (as disclosed) | Nonprofit arts institution governance |
Board Governance
- Independence: Determined independent under Nasdaq listing standards and Governance Guidelines; Board prohibits service that creates significant conflicts and requires notice of changes that might affect independence .
- Committee assignments: Member, Audit, Risk & Compliance (ARC) Committee; ARC met nine times in 2024 and oversees financial reporting, independent auditor, internal audit, enterprise risk (including cybersecurity, privacy, and AI), and compliance .
- Attendance: Directors who served in 2024 attended at least 89% of Board and applicable committee meetings; Board met five times and independent directors hold executive sessions at regularly scheduled meetings .
- Board leadership: Independent Board Chair is Enrique Lores (appointed July 2024) with robust responsibilities for agenda-setting, executive sessions, CEO evaluation, and investor engagement .
- Stockholder engagement: Chair personally met investors representing ~28% of institutional shares; company engaged investors representing ~39% of institutional shares since the 2024 meeting .
Fixed Compensation (Director)
| Year | Cash Retainer (Board) | Committee Member Fees | Total Cash Fees Earned | Cash-to-Stock Election |
|---|---|---|---|---|
| 2024 | $80,000 | ARC member: $20,000 | $100,057 | Elected to receive $100,000 of fees in stock; 1,628 shares issued |
Notes: Standard 2024 committee chair fees do not apply to Ms. Sarnoff; Governance program has no per-meeting fees; directors may receive 100% of retainer in stock in lieu of cash .
Performance Compensation (Director)
| Year | Equity Form | Grant Value | Vesting/Metrics | Notes |
|---|---|---|---|---|
| 2024 | Fully vested PayPal common stock | $275,004 | Fully vested stock at grant; no performance metrics | Standard annual equity award for non-employee directors is $275,000 |
No performance metrics are attached to director equity; awards are fully vested at grant to align with shareholder value while preserving director independence .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current U.S. public company boards | None |
| Prior U.S. public company boards | HSN, Inc. (Dec 2012 – Dec 2017) |
| Notable non-U.S./private/nonprofit boards | WTA Ventures; Cineworld Group PLC; Vice Chair at Georgetown McDonough; Vice Chair at The Shed |
| Interlocks/conflicts | Governance Guidelines prohibit significant conflicts; directors must notify changes that could impact independence . ARC administers related-party transaction policy; no related-person transactions reportable for 2024 . |
Expertise & Qualifications
- 30+ years of diversified leadership across global media and consumer brands; expertise in consumer engagement, partnerships, and technology-focused solutions across platforms; extensive technology experience across media .
- Brings senior leadership capability, brand stewardship, and innovation oversight relevant to ARC oversight areas (risk/compliance, cybersecurity, AI) and PayPal’s consumer and merchant ecosystems .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date |
|---|---|---|---|
| Ann M. Sarnoff | 28,072 | <1% | April 9, 2025 |
Additional alignment policies and status:
- Director stock ownership guidelines: 5x annual retainer within 5 years; as of the Record Date, each non-employee director met or was on track to meet guidelines .
- Prohibition on hedging and pledging by directors and executive officers .
- Deferred Compensation Plan available; Ms. Sarnoff not listed among directors with deferred DSUs/deferred shares as of 12/31/24 .
Governance Assessment
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Strengths/supportive signals:
- Independence confirmed; currently serves on ARC overseeing financial integrity and enterprise risk (including cybersecurity, privacy, and AI), which is core to investor confidence in a regulated payments firm .
- Strong attendance culture (≥89% for all serving directors in 2024) and Board executive sessions; enhances oversight quality .
- Compensation/ownership alignment: elected to take cash fees in stock; holds 28,072 shares; rigorous 5x retainer ownership guidelines; hedging/pledging prohibited .
- No related-party transactions; clean related-person disclosure for 2024 .
- Broader governance environment shows active investor engagement and an independent Board Chair .
-
Potential watch items:
- Multiple external nonprofit/other boards require time management, but she has no current U.S. public company boards, reducing overboarding risk .
- Director equity is fully vested at grant (not performance-conditioned), a common practice for board independence but without explicit performance metrics; mitigated by ownership guidelines and stock election behavior .
-
Shareholder sentiment context:
- 2024 Say-on-Pay support at 83% indicates broadly supportive governance/compensation posture among investors, though focused on executives rather than directors .