Deborah Messemer
PayPal HoldingsAbout Deborah Messemer
Deborah M. Messemer is an independent director at PayPal (PYPL), serving since January 2019. She is 67 years old, a former KPMG Major Market Managing Partner, and is designated an Audit Committee Financial Expert on PayPal’s ARC Committee . Her independence was affirmed by the Board under Nasdaq standards, and she attended at least 89% of Board and committee meetings in 2024, evidencing engagement . Education: B.B.A. (Accounting), University of Texas at Arlington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (Bay Area & Northwest region) | Managing Partner; Audit Engagement Partner; Global Senior Relationship Partner | Managed 10 offices 2008–2018; served 35+ years total | Led 3,000+ employees; extensive financial reporting, due diligence, M&A, and internal controls expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Allogene Therapeutics, Inc. | Director | Since Oct 2018 | Public board service; biotech sector |
| TPG, Inc. | Director | Since Jan 2022 | Public board service; alternative asset management |
Board Governance
- Committee assignments: ARC Committee member; designated Audit Committee Financial Expert .
- Chair roles: None; ARC Chair is David M. Moffett .
- Independence: Board concluded she meets Nasdaq independence standards .
- Attendance: Each director nominee who served in 2024 attended at least 89% of Board and committee meetings .
- Board leadership: Independent Board Chair (Enrique Lores) established July 2024; executive sessions of independent directors occur at regularly scheduled meetings .
- Shareholder support: 2025 election “For” votes 645,148,810 (99.7%); “Against” 1,982,665 (0.3%) . 2025 Say-on-Pay approval 90.0% .
Fixed Compensation
| Component | 2024 Program Terms | Deborah M. Messemer – 2024 Amount |
|---|---|---|
| Annual Cash Retainer (All Non-Employee Directors) | $80,000/year | $100,000 (includes ARC Committee member retainer) |
| ARC Committee Member Retainer | $20,000/year | Included in above cash total |
| Committee Chair Fees | ARC Chair: $40,000/year; Comp Chair: $25,000/year; Governance Chair: $20,000/year | N/A (not a chair) |
| Meeting Fees | Not specified; program uses retainers | N/A |
| Equity – Annual Grant (All Non-Employee Directors) | $275,000 in fully vested PayPal common stock following the annual meeting | $275,004 (grant-date fair value) |
| Additional Board Chair Equity | +$87,500 for Board Chair | N/A |
Notes:
- Directors can elect to receive cash retainers in stock; table shows individual elections (not applicable to Messemer) .
- Deferred Compensation Plan allows deferral of cash and equity; distributions post-service or on elected schedule .
Performance Compensation
Directors receive fully vested common stock; no director-specific performance metrics or options apply . For governance context, the company’s 2024 executive AIP metrics and outcomes:
| Metric (Billions) | Threshold (50% payout) | Target (100%) | Maximum (200%) | Actual Achieved | % of 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 (executive compensation): AIP moved to 100% cash; metrics updated to transaction margin dollars and non-GAAP operating income; long-term PBRSUs redesigned to rTSR vs S&P 500 with 12/24/36-month measurement and 3-year cliff .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | Allogene Therapeutics, Inc.; TPG, Inc. |
| Interlocks/conflicts | Company policy requires ARC review of related-person transactions; no related-person transactions required to be reported since the beginning of fiscal 2024 . |
Expertise & Qualifications
- 30+ years in finance, strategy, market development, regulation, governance, and operations .
- Led KPMG’s Bay Area & Northwest region (3,000+ employees) with extensive experience in financial reporting and internal controls .
- Audit Committee Financial Expert designation at PayPal .
- Education: B.B.A. (Accounting), University of Texas at Arlington .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,976 | As of April 9, 2025; less than 1% |
| Deferred shares held (DCP) | 13,976 | Vested deferred shares under DCP as of Dec 31, 2024 |
| Ownership % of outstanding | ~0.0014% | 13,976 / 977,395,128 outstanding shares as of Apr 9, 2025, derived from |
| Pledging/Hedging | Prohibited for directors and executive officers | |
| Stock ownership guideline | 5× annual director retainer; all directors met or are on track within 5 years |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-05-22 | Award (A) | 4,422 | $0.00 | 18,398 | https://www.sec.gov/Archives/edgar/data/1633917/000163391724000064/0001633917-24-000064-index.htm |
| 2024-05-24 | Sale (S) | 4,422 | $61.65 | 13,976 | https://www.sec.gov/Archives/edgar/data/1633917/000163391724000070/0001633917-24-000070-index.htm |
| 2025-06-05 | Award (A) | 3,795 | $0.00 | 17,771 | https://www.sec.gov/Archives/edgar/data/1633917/000163391725000097/0001633917-25-000097-index.htm |
| 2025-06-06 | Sale (S) | 3,795 | $73.0003 | 13,976 | https://www.sec.gov/Archives/edgar/data/1633917/000163391725000097/0001633917-25-000097-index.htm |
Data note: Transactions reported as director; awards align with annual equity timing after stockholder meetings .
Governance Assessment
- Strengths: Deep audit/finance expertise; ARC Financial Expert; strong attendance and independence; high shareholder support (99.7% “For” in 2025) indicating investor confidence . Director equity is fully vested stock, aligning with ownership guidelines and prohibitions on hedging/pledging .
- Compensation alignment: Director pay mix weighted to equity ($275,004 stock vs $100,000 cash in 2024), consistent with market and PayPal’s program; no options or performance-condition grants for directors .
- Conflicts/Risks: No related-person transactions disclosed since 2024; ARC policy governs conflicts; no individual red flags (e.g., pledging/hedging, option repricing) for directors; equity plan prohibits repricing without shareholder approval . Say-on-Pay support at 90% in 2025 suggests broader compensation governance acceptance .
Overall, Messemer’s audit and financial oversight credentials, independence, and shareholder support, combined with equity-aligned director compensation and robust conflict policies, support board effectiveness and investor confidence .