David Moffett
PayPal HoldingsAbout David M. Moffett
Independent director of PayPal since June 2015; age 73. Former CEO of Freddie Mac and long-time CFO in U.S. banking, Moffett brings deep finance, accounting, regulatory and risk oversight credentials. He serves as Chair of the Audit, Risk and Compliance (ARC) Committee and is designated an Audit Committee Financial Expert; he previously served as PayPal’s Lead Independent Director (2015–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Mortgage Corp. (Freddie Mac) | Chief Executive Officer; Director | CEO: Sep 2008–Mar 2009; Director: Dec 2008–Mar 2009 | Led GSE through crisis period; board-level oversight |
| U.S. Bancorp / Firstar / Star Banc | Chief Financial Officer; key role in M&A | CFO: 1993–2007; led acquisitions of Firstar (1998) and U.S. Bancorp (2001) | Strategic finance, M&A integration, capital and risk management |
| PayPal Holdings, Inc. | Lead Independent Director | Jul 2015–Dec 2018 | Board leadership and independent oversight |
| Various financial services companies | Consultant | Ongoing | Strategic advisory |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| CSX Corporation | Director | Since May 2015 | Class I railroad; non-overlapping with payments |
| Columbia Seligman Premium Technology Growth Fund, Inc. | Director | Since Jan 2024 | Closed-end fund (Columbia Threadneedle) |
| Tri-Continental Corp. | Director | Since Jan 2024 | Closed-end fund (Columbia Threadneedle) |
| Genworth Financial, Inc. | Director | Dec 2012–May 2021 | Insurance/financial services |
| Columbia Threadneedle Mutual Funds; University of Oklahoma Foundation | Trustee | Ongoing | Fiduciary stewardship roles |
Board Governance
- Independence: The Board determined Moffett is independent under Nasdaq standards and PayPal’s Governance Guidelines .
- Committees: ARC Committee Chair; designated Audit Committee Financial Expert along with certain members; ARC met 9 times in 2024 .
- ARC scope: Oversees financial reporting quality, independent auditor, internal audit, enterprise-wide risk and compliance (including cybersecurity, privacy, and AI), and related-person transactions .
- Attendance: In 2024 the Board met 5 times; each director nominee who served in 2024 attended at least 89% of Board and applicable committee meetings .
- Board limits & policies: Directors limited to ≤4 public company boards (including PayPal); prohibition on hedging and pledging by executive officers and directors .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual non-employee director cash retainer | $80,000 | Standard director retainer |
| ARC Committee Chair retainer | $40,000 | Additional chair fee |
| Total cash fees earned | $120,000 | As reported in 2024 Director Compensation Table |
Performance Compensation
| Component | 2024 Grant Value | Vesting/Structure |
|---|---|---|
| Annual equity grant (fully vested common stock) | $275,004 | Granted following 2024 Annual Meeting; fully vested on grant; number of shares based on closing price on grant date |
Directors do not receive performance-based equity or options; the annual equity grant is fully vested common stock (no PBRSU/PSU metrics for directors) .
Other Directorships & Interlocks
- Current public boards: CSX; Columbia Seligman Premium Technology Growth Fund; Tri-Continental Corp. (plus PayPal = four boards, meeting PayPal’s limit) .
- Potential interlocks/conflicts: Service on closed-end funds that invest broadly could create indirect exposure; PayPal’s related-person transaction policy (administered by ARC) governs conflicts and requires pre-approval/ratification. There were no related-person transactions required to be reported since the beginning of fiscal 2024 .
Expertise & Qualifications
- Finance/Accounting; Senior Leadership; Business Development & Strategy; Regulatory/Governmental Risk Management and Compliance expertise, aligned with ARC chair duties .
- Audit Committee Financial Expert designation underscores deep technical financial reporting and controls acumen .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 67,227 | Less than 1% of shares outstanding (977,395,128) |
| DSUs held (vested) | 49,001 | Under Deferred Compensation Plan |
| Deferred shares held (vested) | 12,087 | Under DCP; distributions per election |
| Ownership guideline | 5x annual director retainer | Required within five years of joining Board |
| Compliance status | Met or on track | As of Record Date |
| Hedging/pledging | Prohibited for directors | Policy-level prohibition |
Governance Assessment
- ARC effectiveness: Chairing ARC with frequent meetings and broad risk remit (cybersecurity, data privacy, AI) signals strong board oversight of risk—a key confidence factor for a global payments platform .
- Independence and attendance: Independent status and high attendance underpin effective oversight and engagement .
- Pay structure and alignment: Cash retainer plus fully vested equity promotes alignment via share exposure; DCP allows deferral into PayPal stock; rigorous director ownership guidelines with compliance/on-track status .
- Conflicts: No related-person transactions requiring disclosure; robust conflicts policy with ARC oversight mitigates risk of interlocks via external fund roles .
- Shareholder sentiment: 2024 say-on-pay received 83% support, and the Board engaged extensively with investors—supportive of governance quality and responsiveness .