Frank Yeary
PayPal HoldingsAbout Frank D. Yeary
Frank D. Yeary, age 61, is an independent director of PayPal Holdings, Inc., serving since July 2015. He is currently a member of the Audit, Risk & Compliance (ARC) Committee and is recognized for deep investment banking, corporate governance, and M&A expertise, with prior senior roles at Citigroup, leadership experience as Vice Chancellor at UC Berkeley, and co-founding CamberView Partners, an investor-led advisory firm . The Board identifies him as independent; PYPL’s 2025 slate has 10 of 11 nominees designated independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darwin Capital Advisors, LLC | Managing Member | Oct 2018–present | Private investment firm leadership |
| CamberView Partners, LLC | Executive Chair | 2012–2018 | Investor-led advisory to public companies and boards |
| University of California, Berkeley | Vice Chancellor; Chief Administration Officer | 2008–2012 | Led financial and operating strategy transformation |
| Citigroup Investment Banking | Managing Director; Global Head of M&A; Management Committee member | 25 years; most recent roles pre-2008 | Global M&A and financial strategy leadership |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Intel Corporation | Independent Chair (Mar 2009–Dec 2024); Interim Executive Chair (since Dec 2024) | 2009–present | Technology governance; Mobileye is majority controlled by Intel |
| Mobileye Global, Inc. | Director | Since Oct 2022 | Majority controlled by Intel Corporation |
Board Governance
- Committee membership: Audit, Risk & Compliance (ARC) Committee; ARC met 9 times in 2024 .
- ARC roster and chair: Members include Yeary; chaired by David M. Moffett; ARC members are independent and financially literate; Moffett, Di Sibio, and Messemer designated “audit committee financial experts” (Yeary not designated) .
- Attendance: The Board met five times in 2024; each director nominee who served in 2024 attended at least 89% of Board and applicable committee meetings; 91% of directors attended the 2024 Annual Meeting .
- Independence and board load: PYPL limits director service to no more than four public company boards; 10 of 11 director nominees are independent, with an independent Board Chair structure .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,057 | Yeary elected to receive shares in lieu of cash for $100,000; received 1,628 shares . |
| Annual equity retainer (fully vested shares) | $275,004 | Granted following the 2024 Annual Meeting; grant-date fair value; fully vested shares . |
| Total | $375,061 | Includes any amounts deferred under the DCP . |
Cash/equity mix: cash ~26.7% vs equity ~73.3% (derived from cited amounts) .
Additional director compensation details:
- Deferred Compensation Plan (DCP): non-employee directors may defer 5–100% of annual retainers and equity awards; distributions post-service or at elected date; lump sum or 2–15 annual installments .
- Director stock ownership guidelines: each non-employee director must hold PYPL stock valued at 5× the annual director retainer within five years of joining the Board; each director met or is on track as of the Record Date .
Performance Compensation
PYPL’s non-employee director equity grants are fully vested shares; no director performance-based metrics (e.g., PSUs) are disclosed for directors in 2024 .
Director equity plan parameters:
| Provision | Policy |
|---|---|
| Minimum vesting | No portion of any award may vest before the one-year anniversary of grant, subject to a 5% carve‑out; Committee may accelerate on certain grounds . |
| Change-in-control | If awards are not assumed/substituted, vesting accelerates; performance-based vesting determined by actual achievement through change-in-control date . |
| Annual cap for director awards | Aggregate grant-date fair value to any Non-Employee/Independent Director ≤ $600,000 per fiscal year; doubled in year of Board commencement; excludes elective equity in lieu of cash retainers . |
| Repricing prohibition | Explicit prohibition on repricing/cash-out/exchange of underwater options/SARs without stockholder approval . |
| Option pricing | Options/SARs must have exercise price ≥ closing price on grant date (with limited exceptions for assumed awards) . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Intel Corporation | Independent Chair; Interim Executive Chair | Oversees technology company; Mobileye is majority controlled by Intel, and Yeary serves on both boards; no PYPL-related party transactions reported in FY2024 . |
| Mobileye Global, Inc. | Director | Intel majority control; board network overlap noted . |
Expertise & Qualifications
- Investment banking and finance expertise; global M&A leadership; financial reporting experience; governance and investor engagement (CamberView co-founder) .
- Technology industry oversight from Intel chair roles; strategic and financial expertise from UC Berkeley administration .
- Board skills matrix underscores finance/accounting, global business, senior leadership depth across the Board .
Equity Ownership
| Ownership Measure | Value | Date/Notes |
|---|---|---|
| Beneficial ownership (shares) | 51,343 | As of April 9, 2025; <1% of class; percent-of-class based on 977,395,128 shares outstanding . |
| DSUs held | 5,460 | Vested deferred stock units . |
| Deferred shares held | 20,296 | Vested deferred shares under DCP . |
| Hedging/Pledging | Prohibited for directors and executive officers under insider trading policy . | |
| Director ownership guideline | 5× annual director retainer; met or on track as of Record Date . |
Insider Trades (Form 4 – 2025)
| Date (Period of Report) | Transaction Type | Shares | Post-Transaction Holdings | Source |
|---|---|---|---|---|
| 2025-06-05 | Option Award | 3,795 | 55,138 (Direct) | |
| 2025-06-23 | Option Award | 131 | 55,269 (Direct) | |
| 2025-01-03 | Form 4 filing (details in EDGAR) | — | — |
Note: Beneficial ownership in the proxy reflects 51,343 shares as of April 9, 2025; subsequent Form 4 filings show updates through June 2025 .
Governance Assessment
- Oversight effectiveness: ARC membership positions Yeary at the center of financial reporting, auditor oversight, enterprise risk (including cybersecurity/privacy/AI), and compliance—key areas for investor confidence; ARC members are independent and financially literate .
- Alignment signals: Elected to receive cash retainer in shares (1,628 shares), indicating personal capital at risk; maintains DSUs and deferred shares, and adheres to robust ownership guidelines (5× retainer) with hedging/pledging prohibited .
- Attendance and engagement: Board-level attendance ≥89% for 2024 among serving nominees; strong ongoing investor engagement led by Independent Chair (board environment supportive of accountability) .
- Conflicts and related-party exposure: Board policy requires ARC review of related-person transactions; none required to be reported since the start of FY2024; specific safeguards exist for fund-related competitive overlaps involving directors .
- Board load and interlocks: Multiple directorships (Intel/Mobileye) remain within PYPL’s limit of ≤4 boards; Mobileye’s Intel control creates network interlocks, but no PYPL related-party transactions disclosed; monitor for future transactional overlaps as a standard governance practice .
RED FLAGS to monitor
- Dual roles at Intel and Mobileye increase network interlocks; while permissible, investors should watch for any future business relationships that could require recusals or trigger related-person review (none disclosed for FY2024) .
- Not designated an “audit committee financial expert” (though financially literate); this is mitigated by multiple designated experts on ARC including its chair .
Appendix: Committee Context and Responsibilities
- ARC responsibilities include oversight of financial reporting quality, internal controls, auditor independence/performance, and enterprise risk (cybersecurity, privacy, AI) .
- Compensation Committee oversees executive and director compensation, clawback policies, pay equity/human capital, stock ownership guideline compliance; independent consultant retained; no interlocks with other companies’ executive officers .
- Governance Committee oversees board composition/succession, governance guidelines, CS&I topics, and political activities/expenditures .