Deborah Messemer
TPGAbout Deborah Messemer
Deborah M. Messemer, age 67, is an independent director of TPG since January 2022 and serves as Chair of the Audit Committee and a member of the Compensation Committee. She is a certified public accountant and former Managing Partner of KPMG’s Bay Area and Northwest region, with deep audit, SEC reporting, IPO, M&A and internal controls expertise; she holds a BBA in accounting from the University of Texas at Arlington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (U.S. member firm of KPMG International) | Managing Partner, Bay Area & Northwest; Audit engagement partner | 1982–2018 (partner since 1995; retired Sept 2018) | Led regional operations; extensive SEC filings, due diligence, IPOs, M&A, ICFR experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| PayPal Holdings, Inc. | Director | Current | Public company board service |
| Allogene Therapeutics, Inc. | Director | Current | Public company board service; interlock with TPG President Todd Sisitsky, who also serves on Allogene’s board |
Board Governance
- Committee assignments: Audit Committee Chair and Compensation Committee member; TPG affirms she is independent and an “audit committee financial expert” under Item 407(d) of Regulation S-K .
- Attendance and engagement: In 2024, each incumbent director except Messrs. Rhodes and Sarvananthan attended at least 75% of board and applicable committee meetings; independent directors held regular executive sessions at least twice per year .
- Governance context: TPG is a controlled company under Nasdaq rules until the planned “Sunset” (expected at the 2027 annual meeting), after which a majority-independent board and an independent nominating/governance committee will be established .
- Conflicts oversight: A Conflicts Committee of independent directors reviews conflicts and related person transactions; TPG maintains a formal related-person transaction policy with committee approval and recusal requirements .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $150,000 | Independent director cash retainer |
| Audit Committee membership | $15,000 | Annual cash retainer for committee members |
| Compensation Committee membership | $10,000 | Annual cash retainer for committee members |
| Conflicts Committee membership | $10,000 | Annual cash retainer for committee members (applied in 2024 per footnote) |
| Audit Committee Chair fee | $25,000 | Additional annual cash retainer to chair |
| Total fees earned (2024) | $210,000 | Reported in Director Compensation table |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value (USD) | Vesting/Settlement |
|---|---|---|---|---|
| Annual RSUs | July 15, 2024 | 3,592 | $165,950 | Settles July 15, 2025 if service continues through day before annual meeting |
| Director equity policy | — | — | $150,000 | Annual RSU value; vests at next annual meeting or one-year anniversary |
| Initial director grant (policy) | Upon board election | — | $300,000 | RSUs vest in three annual installments over three years |
- Share retention requirement: Independent directors must retain 25% of RSUs and any other shares granted for two years following vesting .
- No performance metrics disclosed for director equity; director RSUs are time-/service-based, not tied to revenue/EBITDA/TSR goals .
Other Directorships & Interlocks
| Relationship | Description | Implication |
|---|---|---|
| Interlock: Allogene Therapeutics | Deborah Messemer and TPG President Todd Sisitsky both serve on Allogene’s board | Information-flow network; potential perceived conflict if TPG-related matters intersect with Allogene interests |
Expertise & Qualifications
- CPA; extensive audit and financial reporting expertise, SEC filings, IPOs, M&A, and ICFR oversight experience; Managing Partner for KPMG regional operations .
- Designated audit committee financial expert; independence affirmed for Audit Committee and Compensation Committee service .
- Education: Bachelor of Business Administration (Accounting), University of Texas at Arlington .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Class A shares) | 12,249; less than 1% of Class A outstanding |
| Unvested director RSUs at 12/31/2024 | 6,982 |
| Hedging/Pledging | Hedging/pledging of Company securities prohibited without prior approval |
| Ownership policy | Retain 25% of granted shares for two years after vesting |
Insider Trades
| Trade Date | Form 4 Filing (URL) | Transaction | Shares | Price | Value (USD) |
|---|---|---|---|---|---|
| 2024-02-28 | http://www.sec.gov/Archives/edgar/data/1880661/000094787124000242/xslF345X03/ownership.xml | Sale | 6,390 | $43.97 | $280,980 |
| 2024-07-17 | http://www.sec.gov/Archives/edgar/data/1880661/000094787124000625/xslF345X03/ownership.xml | Sale | 4,089 | $46.55 | $190,332 |
| 2025-01-14 | http://www.sec.gov/Archives/edgar/data/1880661/000094787125000042/xslF345X03/ownership.xml | Sale | 1,695 | $61.91 | $104,931 |
| 2025-07-16 | http://www.sec.gov/Archives/edgar/data/1880661/000094787125000674/xslF345X03/ownership.xml | Sale | 1,796 | $56.32 | $101,148 |
- Additional coverage: Insider transaction summaries corroborated by third-party trackers .
Governance Assessment
- Strengths: Independent status; Audit Chair and audit committee financial expert designation; robust attendance; structured director equity retention; hedging/pledging controls; clear conflicts-review mechanism via Conflicts Committee and related-person policy .
- Risks/Red Flags: Controlled company structure limits majority-independent oversight until 2027; interlock at Allogene with TPG President may create perceived conflicts depending on transaction context; recurring small open-market stock sales by the director (typical for diversification/withholding) but worth monitoring for timing vs. material events .
Director Compensation Mix (2024)
- Cash: $210,000; Equity (RSUs fair value): $165,950; Total: $375,950, reflecting balanced cash/equity alignment with vesting and retention requirements .
Independence status and engagement
- Independence affirmed for both Audit and Compensation Committees; audit financial literacy meets regulatory standards; executive sessions of independent directors held regularly; attendance ≥75% threshold met .
Related-party exposure
- No Deborah Messemer-specific related-party transactions disclosed; firm-wide policy requires committee review and recusal for transactions over $120,000 involving related persons .
Stock ownership alignment
- Modest direct holdings (12,249 shares, <1%); unvested RSUs outstanding support alignment; retention and anti-hedging policies reinforce long-term orientation .