Deirdre Stanley
PayPal HoldingsAbout Deirdre Stanley
Independent, non-employee director at PayPal Holdings, Inc. since June 2025; currently serves on the Corporate Governance & Nominating Committee and the Audit, Risk & Compliance (ARC) Committee, aligning with her 25+ years leading global legal, risk, privacy, and compliance functions at Estée Lauder and Thomson Reuters . Education: B.A. in Public Policy Studies (Duke University) and J.D. (Harvard Law School) . Tenure on PYPL board began June 24, 2025 (press release) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| The Estée Lauder Companies | Executive Vice President & General Counsel; led global legal, global security, and privacy office | 2019–2024 | Senior leadership of global legal strategy across ~150 countries |
| Thomson Reuters / The Thomson Corporation | Executive Vice President & General Counsel | 2002–2019 | Oversaw legal for global news/information technology company |
| InterActiveCorp / USA Networks (now IAC) | Deputy General Counsel; later divisional GC and Head of Business Development, Electronic Commerce Solutions | 1999–2002 | Dual legal/BD role supporting e-commerce growth |
| GTE Corporation (predecessor to Verizon) | Associate General Counsel | 1997–1999 | Corporate legal |
| Cravath, Swaine & Moore | Attorney (early career) | Not disclosed | Foundational training in corporate law |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Consolidated Edison, Inc. | Independent Director | 2017–present | Current public company board; Chair of MD&C committee per external bios (role at Con Edison noted in PayPal release) |
| Hospital for Special Surgery | Board of Trustees | Not disclosed | Non-profit governance role |
| The Dalton School | Executive Committee | Not disclosed | Non-profit governance role |
Board Governance
| Item | Detail |
|---|---|
| PYPL Board committees | Corporate Governance & Nominating Committee; Audit, Risk & Compliance Committee (ARC) |
| Committee independence standards | ARC members must meet SEC/Nasdaq independence requirements; PayPal states its ARC members satisfy these requirements (structural constraint for ARC service) . |
| Independence determination process | Board annually assesses director independence per Nasdaq standards; independence and conflicts monitored under Governance Guidelines . |
| Attendance baseline (Board) | In 2024, the Board met 5 times; each director nominee who served in 2024 attended ≥89% of Board/committee meetings (Stanley joined in 2025; not applicable yet) . |
| Stockholder engagement context | Post-2024 meeting: outreach to investors holding ~62% of institutional shares; engaged with ~39%; Independent Chair met with ~28%—showing active governance oversight and investor feedback loops . |
| Board service cap | Directors limited to no more than four public company boards, including PayPal—mitigates overboarding risk . |
| Hedging/pledging | Prohibited for directors and executive officers—reduces alignment risks . |
| Related-person transactions | ARC reviews any ≥$120k related person transactions; none required reporting since start of FY2024 (policy enforced) . |
Fixed Compensation
| Component | PYPL Director Program Terms (2024/2025 structure) |
|---|---|
| Annual cash retainer (non-employee director) | $80,000/year; directors may elect stock in lieu of cash . |
| Committee chair retainers | ARC Chair $40,000; Compensation Chair $25,000; Governance Chair $20,000 . |
| Committee member retainers | ARC $20,000; Compensation $18,000; Governance $10,000 . |
| Board Chair | Additional $87,500/year (cash and stock components for Chair role) . |
| Equity award (annual) | $275,000 in fully vested PayPal common stock; additional $87,500 in stock for Non-Executive Board Chair . |
| Deferred compensation | Directors may defer 5–100% of cash/equity; deferred equity tracks PYPL stock; payout at termination or a specified year, lump sum or installments over 2–15 years . |
| Stock ownership guideline | 5× annual retainer within 5 years; ongoing compliance expected; counts certain deferred/vested share units . |
Note: Stanley’s actual 2025 director fees/awards will first be disclosed in the next proxy following her June 2025 appointment; amounts above reflect PYPL’s director program design in effect .
Performance Compensation
| Plan | Metric(s) | Design Notes |
|---|---|---|
| Director equity | None (fully vested common stock) | Non-employee director equity is not performance-based; grants are fully vested stock to align with shareholders while avoiding pay-for-performance complexity at the board level . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Consolidated Edison, Inc. | Director | PYPL discloses no related-person transactions since FY2024 start; Governance Guidelines restrict conflicts and require disclosure/recusal; ARC administers related-party policy. No interlocks with PYPL executives disclosed . |
Expertise & Qualifications
- Legal, risk, and compliance leadership across consumer, media, and information services, including oversight of privacy and global security (Estée Lauder; Thomson Reuters) .
- Committee fit: Governance & Nominating and ARC align with background in regulatory oversight, enterprise risk management, and board governance .
- Education: B.A. (Duke), J.D. (Harvard Law School) .
Equity Ownership
| Metric | Status |
|---|---|
| Beneficial ownership (PYPL) | Not disclosed in 2025 proxy’s ownership table (as of April 9, 2025), because Stanley joined in June 2025; next proxy should include holdings, if any . |
| Ownership guideline | Required to hold stock equal to 5× annual retainer within 5 years of joining the Board . |
| Hedging/pledging | Prohibited for directors; reduces misalignment risk . |
| Related-party exposure | None reported since FY2024 start under Item 404 policy . |
Governance Assessment
- Board effectiveness and role fit: Placement on Governance & Nominating and ARC leverages Stanley’s deep legal, regulatory, privacy, and global risk credentials—supportive for oversight of PayPal’s ERCM program and governance processes .
- Independence and workload: ARC membership requires independence under SEC/Nasdaq; PYPL caps total public boards at four—she is on two (PYPL and Con Edison)—mitigating overboarding concerns .
- Alignment and incentives: Director pay is a balanced cash/equity mix with fully vested stock and a 5× retainer ownership guideline; hedging/pledging prohibited; deferral options available—favorable for long-term alignment without performance distortions at the board level .
- Conflicts and red flags: No related-person transactions reported; robust policy and ARC review process in place. Board engagement remained strong in 2024 (≥89% attendance by then-serving nominees) and investor outreach was extensive, which supports investor confidence heading into 2025/2026 .
- Say-on-pay context: 2024 say-on-pay passed with 83% support, reflecting constructive investor sentiment toward compensation governance (though not director-specific), a supportive backdrop for board credibility .
Committee assignments and appointment date: Member, Corporate Governance & Nominating; Member, ARC; Director since June 2025 (press release and board site) .
PYPL governance baselines cited above include: board structure/independence standards , ARC charter requirements , director service cap and hedging/pledging prohibitions , related-party policy/outcome , director compensation program , attendance , and investor outreach metrics .