Phyllis Campbell
About Phyllis Campbell
Phyllis Campbell, age 73, is an independent Class I director at Remitly and has served on the board since April 2023; she is standing for re-election at the June 11, 2025 annual meeting with a term running to 2028 . She is the former Pacific Northwest Regional Chair at JPMorgan Chase & Co., and previously served as President & CEO of The Seattle Foundation and U.S. Bank of Washington; she holds an MBA from the University of Washington and a bachelor’s in business administration from Washington State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Regional Chair, Pacific Northwest | Since 2009; “most recently served” | Senior leadership in banking; financial and regional oversight |
| The Seattle Foundation | President & CEO | Prior to 2009 | Civic and philanthropic leadership |
| U.S. Bank of Washington | President & CEO | Prior to 2009 | Bank leadership; financial sector expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Transport Services Group, Inc. (ATSG) | Director | Current | Public company board experience; aviation industry exposure |
Board Governance
- Independence: Board determined Ms. Campbell is independent under Nasdaq rules; only the CEO (Oppenheimer) and Vice Chair (Hug) are non-independent .
- Committee assignments: Audit & Risk Committee member (board determined she is an “audit committee financial expert”); Nominating & Corporate Governance Committee Chair .
- Lead Independent Director: Phillip Riese; lead independent presides over executive sessions and helps set board agendas .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of board and applicable committee meetings; 7 of 9 directors attended the 2024 annual meeting .
- Board evaluation and education: Annual self-assessment; 2022 third-party evaluation; ongoing board education overseen by NCG committee .
- Risk oversight: Audit & Risk oversees ERM, cybersecurity, compliance; NCG oversees director independence/conflicts and ESG; T&C oversees compensation risk .
Fixed Compensation
| Component | Structure | Amount (2024) |
|---|---|---|
| Annual cash retainer | For non-employee directors | $40,000 per year (paid quarterly, pro-rated) |
| Committee fees | Audit & Risk: $20,000 chair/$10,000 member; Nominating & Corporate Governance: $10,000 chair/$4,000 member; T&C: $15,000 chair/$7,500 member | Role-based |
| Lead independent director fee | Additional | $20,000 (if designated) |
| Director-specific actuals (2024) | Ms. Campbell’s cash and equity | Fees earned cash: $29,000; Stock awards: $199,479; Total: $228,479 |
Notes: Directors may elect to receive cash fees as RSUs (“Fee RSUs”); Fee RSUs vest quarterly over one year or up to next annual meeting/corporate transaction .
Performance Compensation
| Award Type | Grant Value Basis | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs (non-employee directors) | $200,000 × years of term (max $600,000), based on 10-day average closing price pre-grant | Three equal annual installments; acceleration upon corporate transaction or certain service end scenarios | None disclosed for directors |
| Fee RSUs (in lieu of cash fees) | Converts eligible cash fees to RSUs | Quarterly over one year or earlier of next annual meeting/1-year mark/corporate transaction | None disclosed for directors |
Cap on yearly director compensation (cash + equity): $750,000 ($1,000,000 in initial year) under the 2021 Plan .
Other Directorships & Interlocks
| Company | Industry Link to Remitly | Interlocks/Conflicts | Notes |
|---|---|---|---|
| Air Transport Services Group, Inc. | Low direct overlap (aviation vs fintech) | No related-party transactions disclosed at Remitly | Remitly reported no related-party transactions >$120,000 since Jan 1, 2024 |
Expertise & Qualifications
- Financial expertise: Board designated Ms. Campbell an “audit committee financial expert” (Reg S-K 407) .
- Industry experience: Extensive banking leadership; governance experience at public companies .
- Education: MBA (University of Washington), BA in business administration (Washington State University) .
- ESG oversight: Chairs Nominating & Corporate Governance, which oversees governance policies and global impact strategy .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| March 31, 2025 | 24,336 | <1% | 17,750 common shares; 6,586 RSUs vesting within 60 days |
| December 31, 2024 (awards outstanding) | — | — | 28,410 unvested RSUs outstanding |
Policy signals:
- Hedging prohibited; pledging only with pre-approval and strict guidelines; one director (Hug) has pledged shares—no pledge disclosed for Campbell .
- Insider Trading Policy in place; Section 16(a) compliance noted with no delinquencies for her .
Governance Assessment
- Board effectiveness: Campbell strengthens board independence and governance rigor as NCG Chair and Audit & Risk member; her “financial expert” designation enhances audit oversight .
- Engagement: Attendance thresholds met broadly; annual meeting attendance was high; board runs structured evaluations and education .
- Pay-for-performance alignment (director context): Compensation is predominantly equity via time-based RSUs, promoting long-term alignment; Campbell elected to take a portion in cash ($29k) plus RSUs ($199k) in 2024—overall mix consistent with peers and capped under the plan .
- Conflicts/related-party: No related-party transactions disclosed; external ATSG directorship presents minimal adjacency to Remitly’s fintech operations .
- Shareholder signals: 2024 Say-on-Pay approved ~98%, indicating broad investor support for compensation practices and governance framework .
Red flags:
- None identified specific to Campbell across independence, attendance, compensation anomalies, or related-party exposure .
- Note: One director (Hug) pledged shares as collateral; while permitted under policy, pledging can increase forced-sale risk; not applicable to Campbell .