David Dorman
PayPal HoldingsAbout David W. Dorman
Independent director at PayPal since June 2015; age 71. He chairs the Compensation Committee and serves on the Corporate Governance and Nominating Committee, and is deemed independent under Nasdaq and PayPal’s Governance Guidelines . The Board met five times in 2024 and each director nominee who served in 2024 attended at least 89% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Corporation | Chairman & CEO; President | Chairman & CEO: Nov 2002–Nov 2005; President: 2000–2002 | Led large-scale transformation and M&A; strategic planning and operations |
| Motorola, Inc. / Motorola Solutions, Inc. | Non-Executive Board Chair; Lead Independent Director | Chair: May 2008–Jan 2011; Lead Independent Director: May 2011–May 2015 | Governance leadership; independent oversight |
| Warburg Pincus | Senior Advisor & Managing Director | Oct 2006–May 2008 | Private equity advisory; investments |
| CVS Health Corporation | Non-Executive Board Chair; Director | Chair: Mar 2011–May 2022; Director: Mar 2006–May 2022 | Oversight in regulated healthcare; board leadership |
| Concert Communications (AT&T/BT JV) | CEO | 1999–2000 | Global venture integration and operations |
| Centerview Capital Technology Fund | Founding Partner | Since Jul 2013 | Tech investing; portfolio company Board Chair (InfoWorks) |
| Georgia Tech Foundation | Trustee | N/A | Non-profit governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies, Inc. | Director | Since Sep 2016 | Public board service; technology industry oversight |
| CVS Health Corporation | Director (prior) | Mar 2006–May 2022 | Non-Executive Chair; healthcare governance |
| InfoWorks (Centerview portfolio) | Board Chair | Since Jan 2019 | Portfolio company oversight |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Corporate Governance and Nominating Committee .
- Committee activity: Compensation Committee met 5 times; Governance Committee met 4 times in 2024 .
- Independence: Board determined Dorman is independent under Nasdaq and Governance Guidelines .
- Attendance: Each director nominee who served in 2024 attended at least 89% of Board and committee meetings; Board held five meetings in 2024 .
- Board limits and structure: Independent Chair (Enrique Lores); non-employee directors limited to no more than four public company boards; prohibition on hedging and pledging by directors and executive officers .
- Conflicts oversight: Related person transactions governed by ARC Committee; none required to be reported in the proxy; Compensation Committee interlocks: none .
Fixed Compensation
- Director program (2024): Annual cash retainer $80,000; Committee Chair retainers—Compensation Chair $25,000; Governance Chair $20,000; Committee member retainers—Compensation $18,000; Governance $10,000 .
- Equity program (2024): Fully vested PayPal common stock—$275,000 for all non-employee directors (additional $87,500 only for the Board Chair) .
| Component | Amount | Notes |
|---|---|---|
| Cash retainers (2024) | $115,053 | Sum of $80,000 base + $25,000 Comp Chair + $10,000 Gov member (minor rounding); Dorman elected to receive stock in lieu of cash ($115,000 forgone; 1,872 shares issued) |
| Equity award (2024) | $275,004 | Fully vested common stock granted after the 2024 Annual Meeting |
| Total director pay (2024) | $390,057 | Total 2024 compensation |
| Deferred Compensation (DCP) | DSUs held: 9,488 | Vested deferred stock units as of Dec 31, 2024; directors may defer 5%–100% of retainers/equity |
| Stock ownership guidelines | 5x annual retainer within 5 years | All non-employee directors met or were on track as of Record Date |
Performance Compensation
As Compensation Committee Chair, Dorman oversees PayPal’s incentive design. 2024 AIP paid 100% in cash, funded by company performance on two metrics; 2024–2026 PBRSUs for executives use rTSR vs S&P 500 with three discrete measurement periods and three-year cliff vesting; severance plan updated in 2024 to reduce multiples and streamline administration .
| 2024 AIP Company Measures ($ in billions) | Threshold (50%) | Target (100%) | Max (200%) | Actual | Actual vs Target |
|---|---|---|---|---|---|
| Transaction Margin Dollars | 13.600 | 13.950 | 14.400 | 14.658 | 200% |
| Non-GAAP Operating Income | 5.000 | 5.400 | 5.850 | 5.838 | 197% |
Program changes in 2024:
- AIP metrics moved to transaction margin dollars and non-GAAP operating income; short-term incentive paid 100% in cash to reduce burn and dilution .
- PBRSUs redesigned to rTSR vs S&P 500; target at 55th percentile; negative absolute TSR over 36 months caps payout at 100% .
- Executive Severance Plan: reduced cash multiples (CEO 1.5x; EVPs 1.0x), removed non-CEO “good reason” outside CIC, tightened ELTIP vesting continuation rules .
Other Directorships & Interlocks
| Company | Relationship to PYPL | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Dell Technologies | External public board | None disclosed | Within PayPal’s board service limits; independent oversight experience |
| CVS Health (prior) | External public board (ended May 2022) | None disclosed | Healthcare oversight; prior non-executive chair |
| Centerview Capital Technology | Private investment fund | Potential competitive exposures mitigated by policy | PayPal policy requires conflict review/limitations when director’s fund invests in competitive companies; no related-person transactions reported |
Expertise & Qualifications
- Executive compensation, talent management, and leadership expertise; deep experience in finance, M&A, investments, strategic planning across regulated industries (technology, telecom, healthcare) .
- Senior leadership and board chair experience at large multinationals; experience overseeing compensation policies and clawback compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David W. Dorman | 66,221 | <1% | Beneficial ownership as of April 9, 2025 (outstanding shares: 977,395,128) |
| DSUs held (vested) | 9,488 | N/A | Vested DSUs under DCP |
| Hedging/Pledging | Prohibited | N/A | Applies to directors and executive officers |
| Ownership guidelines | 5x annual retainer | Compliant/on track | As of Record Date for all non-employee directors |
Insider Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance for directors | Timely (no Dorman exceptions) | Proxy notes one late Form 4 filing for Board Chair Enrique Lores due to administrative error; no late filings cited for Dorman |
Governance Assessment
- Positive signals: Independent status; chairs Compensation Committee; strong attendance; elected to take retainers in stock, increasing ownership alignment; adheres to stock ownership guidelines and hedging/pledging prohibitions .
- Committee effectiveness: Active oversight of pay-for-performance—shifted AIP to profitability metrics and LTI to rTSR; tightened severance terms; supports burn/dilution management—credible responsiveness to investor feedback (2024 say-on-pay 83%) .
- Conflicts: Centerview fund investments could pose competitive overlaps, but PayPal’s related-person and competitive investment policies require review and impose limitations; no related-person transactions reported—low current conflict risk .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, option repricing, pledging/hedging, or compensation committee interlocks .