Gail McGovern
PayPal HoldingsAbout Gail J. McGovern
Gail J. McGovern, age 73, has served on PayPal’s Board since June 2015 and is an independent director. She is Chair of the Corporate Governance and Nominating Committee and a member of the Compensation Committee, bringing extensive experience leading complex organizations, public-company board oversight, regulatory engagement, and human capital management from prior roles at the American Red Cross, Fidelity, AT&T, and Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Red Cross | President & CEO | June 2008 – June 2024 | Led a global humanitarian organization operating in challenging environments; strengthened regulatory/government relations |
| Harvard Business School | Faculty member | 2002 – 2008 | Academic leadership and strategy perspective |
| Fidelity Personal Investments | President | 1998 – 2002 | Led retail investment unit; customer relations and corporate finance experience |
| AT&T Corporation | EVP, Consumer Markets | 1997 – 1998 | Senior leadership in a regulated industry; sales/marketing |
| Johns Hopkins University School of Medicine | Trustee | Ongoing | Governance in academic/nonprofit settings |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| DTE Energy Company | Director | June 2003 | Only current public company board disclosed |
Board Governance
- Independence: Determined independent under Nasdaq standards and PayPal Governance Guidelines .
- Committee assignments: Compensation Committee member; Governance Committee Chair .
- Committee activity: Compensation Committee met 5 times in 2024; Governance Committee met 4 times in 2024 .
- Attendance: Directors serving in 2024 attended at least 89% of Board and applicable committee meetings; 91% attended the 2024 Annual Meeting (aggregate) .
- Board tenure: Director since 2015 (annual election cycle) .
- Governance remit (as Chair): Oversees board size/composition, director nominations, committee leadership assignments, CS&I oversight, political activities/expenditures .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer |
| Compensation Committee member retainer | $18,000 | Committee membership |
| Governance Committee Chair retainer | $20,000 | Committee leadership |
| Total cash earned (2024) | $118,000 | Matches reported fees earned |
| Annual equity (fully vested common stock) | $275,004 | Granted after 2024 Annual Meeting; fully vested shares |
| Total (cash + equity) | $393,004 | Reported 2024 director compensation |
| Election to take retainers in stock | No | Not listed among directors who elected stock in lieu of cash |
Performance Compensation
- Directors receive fully vested equity retainers and cash retainers; no performance-based equity (PBRSUs) or options are part of director pay. No performance metrics apply to director compensation; equity awards are time-vested at grant for non-employee directors .
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Revenue growth | No | Not used for director pay |
| Non-GAAP operating income | No | Not used for director pay |
| Relative TSR | No | Long-term performance metric for NEO PBRSUs; not applicable to director pay |
| Meeting fees | No | Not disclosed; program is retainers + equity |
Other Directorships & Interlocks
- Current public board: DTE Energy Company (since 2003) .
- PayPal limits director service to no more than four public company boards; Board considers workload/time commitments for outside boards .
- Related-party transactions oversight: ARC Committee reviews/approves transactions subject to Item 404(a); no exceptions to policy disclosed since start of FY2024 (i.e., no transactions where policy was not followed) .
- Conflict-management policies: Code of Conduct requires disclosure/recusal for conflicts; prohibition on using company info for personal gain .
Expertise & Qualifications
- Strategic planning, sales/marketing, customer relations, corporate finance (Red Cross, Fidelity, AT&T) .
- Regulatory/government relations in regulated industries .
- Human capital management and governance (academic/nonprofit trustee experience) .
- Skills matrix alignment: senior leadership; global business; finance/accounting; business development/strategy; human capital management; other public board service .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 29,734 | As of record date; less than 1% of shares outstanding |
| DSUs held | 3,711 | Vested deferred stock units under DCP |
| Deferred shares held | 6,023 | Vested deferred shares under DCP |
| Ownership % of outstanding | <1% | Based on 977,395,128 shares outstanding |
| Stock ownership guideline | 5x annual director retainer | Must be met within 5 years; all directors met or are on track |
| Hedging/pledging | Prohibited for directors | Robust prohibition on hedging and pledging |
| Deferral program | Available (cash/equity 5–100%) | Distributions post-service; lump sum or installments (2–15 years) |
Insider Trading Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Timely | Company disclosed one late filing for Enrique Lores; no late filing disclosed for McGovern |
Governance Assessment
- Strengths: Independent status; Chair of Governance Committee with remit over CS&I and political spending; active committee service; high aggregate Board/committee attendance; rigorous stock ownership guidelines met/on-track; prohibition on hedging/pledging; clear related-party transaction review with no policy exceptions disclosed .
- Alignment: Director pay structure (cash retainers + fully vested equity) encourages ownership without short-term performance gaming; DCP allows tax-efficient alignment; beneficial ownership and deferred units indicate skin-in-the-game while remaining <1% of outstanding .
- Potential risks/flags: No material related-party transactions or conflicts disclosed; service on a single current public board (DTE) suggests low interlock risk with PYPL’s payments ecosystem; overall no RED FLAGS identified in proxy disclosures .
- Committee effectiveness signals: Compensation Committee independence affirmed; no interlocks/insider participation; oversight of clawback and stock ownership policies; Governance Committee drives board refresh and succession, aligning skills with strategy (including AI/cybersecurity, CS&I oversight) .
Overall, McGovern’s governance profile supports investor confidence: independent oversight, consistent engagement via committee leadership, strong attendance, and clear ownership alignment without disclosed conflicts or policy exceptions .