Leslie Gillin
About Leslie Gillin
Leslie Gillin (age 55) has served as an independent Class II director of Comscore (SCOR) since January 2023. She is Chief Growth Officer of Pagaya Technologies and previously held senior roles at JPMorgan Chase (Firm CMO, Dec 2019–Apr 2021; President, CoBrand Cards, Feb 2017–Dec 2019), with prior executive leadership at Bank of America, Citi, and MBNA. She holds a degree in international relations and Spanish from the University of Delaware and studied at the University of Salamanca. Recognitions include American Banker’s 2024 Most Influential Women in Fintech and multiple industry awards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Chief Marketing Officer (Firm) | Dec 2019–Apr 2021 | Led global marketing strategy |
| JPMorgan Chase | President, CoBrand Cards | Feb 2017–Dec 2019 | Growth and partnerships leadership |
| Bank of America; Citi; MBNA | Senior executive roles (U.S., Canada, Europe) | Not disclosed | Consumer finance and marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Establishment Labs (Nasdaq) | Director | Current | Women’s biotech company |
| The Ad Council; MasterCard UK Forum; Philadelphia International Council of the Arts; Please Touch Museum; Delaware Bankers Association | Director/Board roles (non-profit/industry) | Prior/current (as listed) | Civic and industry engagement |
Board Governance
- Committee assignments: Compensation Committee member and Finance & Acquisitions Committee member; not a chair .
- Independence: Board determined Gillin is independent under SEC/Nasdaq standards; all standing committee members are independent .
- Attendance: Board held 21 meetings in 2024; each director attended ≥75% of Board and assigned committee meetings; independent/non-management directors meet in executive session regularly .
- Special committee service: Appointed as a “disinterested director” to the Capital Restructure Committee (Dec 2024) and later to a Special Committee (May 2025) that negotiated the recapitalization with preferred holders, with independence affirmed under DGCL §144(e)(4) .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Paid quarterly, prorated for changes |
| Compensation Committee member fee | $7,500 | Member rate |
| Finance & Acquisitions Committee member fee | $5,000 | Member rate |
| Total cash fees (Gillin) | $62,500 | Sum of board + committee fees |
Performance Compensation (Director equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement Terms |
|---|---|---|---|---|
| RSUs (2024–2025 term) | Jul 1, 2024 | 10,739 | $155,393 | Vests in full on earliest of Jun 30, 2025, 2025 Annual Meeting date, or CoC; settlement deferred until separation or CoC |
Notes:
- Directors elected to compute the RSU count using a higher reference price ($15.83 vs. $14.47 close) to reduce award size and align with shareholders .
- No performance metrics apply to director equity grants; vesting is service/time-based with change-in-control provisions .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict View |
|---|---|---|---|
| Establishment Labs | Public company | Director | No SCOR-related transactions disclosed in proxy – |
| Multiple non-profit/industry boards | Non-profit/industry | Director/Member | No related-party exposure disclosed – |
- SCOR related-party transactions primarily involve Charter, Liberty Broadband, Pine, WPP, Qurate, and Pelmorex; none attributable to Gillin personally in the proxy .
Expertise & Qualifications
- Marketing and growth leadership across global financial services and fintech; deep buy-side media analytics and consumer marketing credentials .
- Industry recognition (e.g., 2024 Most Influential Women in Fintech), supporting credibility in brand strategy and growth .
Equity Ownership
| Category (as of Apr 22, 2025 unless noted) | Shares/Units | Ownership % |
|---|---|---|
| Total beneficial ownership (Common) | 23,354 | <1% |
| Vested deferred stock units (as of Dec 31, 2024) | 12,615 | N/A |
| Unvested RSUs (as of Dec 31, 2024) | 10,739 | N/A |
| Hedging/Pledging | Prohibited by policy | N/A |
| Director stock ownership guideline | ≥5x annual cash retainer; 5-year compliance window; 100% net shares held until met | Policy-only; individual compliance not disclosed |
Compensation Structure Analysis (Director)
- Mix: Cash $62,500 vs. equity grant fair value $155,393 in 2024 (equity-heavy, aligning with shareholder outcomes) .
- Board took steps to reduce equity award size (using higher reference price) amid stock declines—positive governance signal .
- Broader governance changes tied to recapitalization expected to reduce Board size (10→7) and lower annualized cash compensation >20%—improves cost discipline (Board-wide) .
Related Party Transactions & Potential Conflicts
- Governance structure features investor rights: Preferred holders (Charter, Liberty Broadband, Pine) retain consent rights over certain corporate actions and board composition; Stockholders Agreement entitles their designees to serve on Compensation and Nominating committees while their ownership exceeds thresholds .
- Committee composition includes investor designees (e.g., Wendling—Liberty; Kline—Charter), alongside independent directors such as Gillin—risk of perceived influence on compensation/governance; Board asserts committee independence under SEC/Nasdaq .
- No Gillin-specific related-party transactions disclosed in the proxy –.
Say‑on‑Pay & Shareholder Feedback
- 2023 NEO say‑on‑pay approval ~90% at the June 2024 annual meeting—indicates broad investor support for executive pay program that Gillin oversees as a Compensation Committee member .
Governance Assessment
- Strengths: Independent status; service on key committees; strong attendance; equity‑heavy director compensation; anti‑hedging/pledging and clawback policies; active role as a disinterested director shaping recapitalization to align preferred/common interests –.
- Risks/Red Flags: Structural investor consent rights and designated committee seats (compensation, nominating) could constrain board autonomy; significant commercial ties with Charter/Liberty across data licenses/services heighten perceived conflicts, though policies mandate related‑party review by the Audit Committee – .
- Overall: Gillin’s marketing/fintech expertise and independent special-committee leadership support governance effectiveness; continued monitoring of investor influence on committees and execution against board-size/cost reductions is warranted –.