DEF 14A of PayPal Holdings, Inc., Apr 21, 2025

DEF 14A of PayPal Holdings, Inc.

Filed Apr 21, 2025 · FY20240001193125-25-087307

Open on EDGAR

  1. 2025 Director Nominees

    2025 Director Nominees The following tables provide summary information about our director nominees. All our 2025 director nominees are independent except Mr. Chriss, our President and CEO. Directors are elected annually by a majority of votes cast. The Board of Directors recommends that you vote “FOR” the election of each of the 11 nominees. See page 13 of this proxy statement for the proposal.

  2. 2025 Director Nominees

    | Directors | Name | Occupation | Diversity | Age | Director Since | Independent | Other Public Company Boards | Committee Membership | | | | | | | | | | | | ARC | COMP | GOV | | | Joy Chik | President, Identity and Network Access, Microsoft | D, W | 49 | 2025 | ● | - | ● | | | | | Alex Chriss | President and CEO, PayPal Holdings, Inc. | | 47 | 2023 | | - | | | | | | Jonathan Christodoro | Partner, Patriot Global Management, LP | | 49 | 2015 | ● | - | | ● | ● | | | Carmine Di Sibio | Former Global Chairman and CEO, EY | | 62 | 2024 | ● | 1 | ● | | | | | David W. Dorman | Former Non-Executive Board Chair, CVS Health Corporation | | 71 | 2015 | ● | 1 | | | ● | | | Enrique Lores | President and CEO, HP Inc. | D | 59 | 2021 | | 1 | ● | | | | | Gail J. McGovern | Chairman of the Board and Former President and CEO, American Red Cross | W | 73 | 2015 | ● | 1 | | ● | | | | Deborah M. Messemer | Former Major Market Managing Partner, KPMG | W | 67 | 2019 | ● | 2 | ● | | |

  3. 2025 Director Nominees

    Independent Board Chair Committee Chair ARC = Audit, Risk and Compliance Committee (“ARC Committee”) COMP = Compensation Committee GOV = Corporate Governance and Nominating Committee W = Woman D = Ethnically Diverse

  4. 2025 Director Nominees

    | 6 | 2025 Proxy Statement |

  5. 2025 Director Nominees

    2025 Director Nominees

  6. 2025 Director Nominees

    | Directors | Name | Occupation | Diversity | Age | Director Since | Independent | Other Public Company Boards | Committee Membership | | | | | | | | | | | | ARC | COMP | GOV | | | David M. Moffett | Former CEO, Federal Home Loan Mortgage Corp. | | 73 | 2015 | ● | 3 | | | | | | Ann M. Sarnoff | Former Chair and CEO, WarnerMedia Studios & Networks Group | W | 63 | 2017 | ● | - | ● | | | | | Frank D. Yeary | Managing Member, Darwin Capital Advisors, LLC | | 61 | 2015 | ● | 2 | ● | | |

  7. 2025 Director Nominees

    Independent Board Chair Committee Chair ARC = Audit, Risk and Compliance Committee (“ARC Committee”) COMP = Compensation Committee GOV = Corporate Governance and Nominating Committee W = Woman D = Ethnically Diverse As previously disclosed, Rodney Adkins has informed the Company that he will not stand for re-election as a director at the Annual Meeting. The Board anticipates that it will reduce the size of the Board to 11 directors effective immediately before the Annual Meeting. The Board and the Corporate Governance and Nominating Committee (the “Governance Committee”) are committed to ensuring that the Board is composed of individuals who have highly relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders. Below is a snapshot of the skills, experience, qualifications, and characteristics of our director nominees. For more information about our Board members, see “Director Experience and Expertise” beginning on page 15 of this proxy statement. Tenure1 5 YRS average tenure of director nominees 0-3 years 4-7 years 8-9 years Age 61 YRS average age of director nominees < 60 years 60-65 years 66+ years Gender 36% of director nominees are women women men Did not Disclose Ethnic Diversity 18% of director nominees are ethnically diverse Ethnically Diverse White Did Not Disclose

  8. 2025 Director Nominees

    | (1) PayPal became an independent public company in July 2015. |

  9. 2025 Director Nominees

    | 2025 Proxy Statement | 7 |

  10. 2025 Director Nominees

    2025 Director Nominees

  11. Election of Directors

    Election of Directors Based upon a review of their skills, qualifications, expertise, and characteristics, the Board has nominated 11 of our current directors for election at the Annual Meeting, to serve until our 2026 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director nominee is independent except Mr. Chriss, our President and CEO. Each of our current directors other than Mr. Di Sibio and Ms. Chik has been previously elected by our stockholders. Mr. Di Sibio was referred as a PayPal director candidate through our CEO and Ms. Chik was referred as a PayPal director candidate via a third party search firm. As previously disclosed, Rodney Adkins has informed the Company that he will not stand for re-election as a director at the Annual Meeting. The Board anticipates that it will reduce the size of the Board to 11 directors effective immediately before the Annual Meeting. We expect that each director nominee will be able to serve if elected. If any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the current Board may identify a substitute nominee to fill the vacancy, reduce the size of the Board or leave a vacancy to fill at a later date. Directors must be elected by a majority of the votes cast in uncontested elections, which has been our voting standard since we became an independent public company in 2015. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. (For more information, see “Frequently Asked Questions – Voting Information” on page 100 of this proxy statement.) Each director has submitted an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not elect or re-elect that director. After the certification of any such stockholder vote, the Governance Committee or a committee composed solely of independent directors that does not include the director who was not elected or re-elected will determine whether to accept the director’s resignation. We will publicly disclose any such decision and the rationale behind it.

  12. Director Nominees

    Director Nominees The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The Board’s membership qualifications and nomination procedures are set forth in the Governance Guidelines of the Board of Directors (“Governance Guidelines”). Nominees may be suggested by directors, management, stockholders, or a third-party firm. The Governance Committee and the Board have evaluated each of the director nominees and concluded that it is in the best interests of the Company and its stockholders for each of these individuals to continue to serve as a director. The Board believes that each director nominee has a strong track record of being a responsible steward of stockholders’ interests and brings extraordinarily valuable insight, perspective, and expertise to the Board. To ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of the Company, the Governance Committee annually reviews with the Board the applicable skills, qualifications, expertise, and characteristics of Board nominees in the context of the current Board composition and Company strategy and circumstances. The Governance Committee evaluates whether each director provides significant and meaningful contributions to the Board across a range of factors. These factors include:

  13. Director Nominees

    | • | Highly relevant professional experience in payments, financial services, financial technology (“FinTech”), technology, innovation, global business, business development, strategy, legal, regulatory, government, cybersecurity, information security, finance, accounting, consumer, sales, marketing, brand management, human capital management and/or corporate sustainability and impact risk management matters; |

  14. Director Nominees

    | • | Relevant senior leadership/CEO experience; |

  15. Director Nominees

    | • | Experience and expertise that complement the skill sets of the other director nominees; |

  16. Director Nominees

    | • | High degree of character and integrity and ability to contribute to strong Board dynamics; |

  17. Director Nominees

    | • | Highly engaged and able to commit the time and resources needed to provide active oversight of PayPal and its management; |

  18. Director Nominees

    | • | Sound business judgment; and |

  19. Director Nominees

    | • | Commitment to enhancing stockholder value. |

  20. Director Nominees

    As discussed below in “Focus on Board Refreshment and Composition,” in addressing the overall composition of the Board, the Governance Committee seeks a robust mix of skills, experiences and perspectives to optimize board effectiveness. In addressing the overall composition of the Board, the Governance Committee considers a wide range of characteristics to complement the skills, qualifications and expertise that directors bring to the Board.

  21. Director Nominees

    | 2025 Proxy Statement | 13 |

  22. Director Nominees

    Director Nominees

  23. Director Biographies

    Director Biographies

  24. Director Biographies

    | | Joy Chik President, Identity and Network Access, Microsoft Independent | | | | | | | Board Committees: • ARC | Director since: March 2025 | Age: 49 |

  25. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  26. Director Biographies

    | • | Deep technical expertise in cybersecurity and information security for hyperscale enterprise and consumer services, including leveraging AI to strengthen Microsoft’s security product stack. Leads the Microsoft Secure Future Initiative, the largest cybersecurity initiative in Microsoft’s history. |

  27. Director Biographies

    | • | Experience in developing and globally scaling products and services that provide foundational security for Microsoft’s enterprise and consumer ecosystem, including leadership of Microsoft’s Identity and Network Access organization which has more than doubled its revenue and expanded its portfolio to eight security products. |

  28. Director Biographies

    | • | Proven record of driving strategy, overseeing operations of organizations undergoing digital transformation, and championing positive culture of large teams at global scale. |

  29. Director Biographies

    Other Public Company Boards:

  30. Director Biographies

    | • | None |

  31. Director Biographies

    Former Public Company Boards within Last Five Years:

  32. Director Biographies

    | • | Sierra Wireless (later acquired by Semtech Corp.) from October 2018 to April 2020 |

  33. Director Biographies

    Career Highlights:

  34. Director Biographies

    | • | President of Identity and Network Access at Microsoft since September 2022, leading and growing multi-billion dollar Microsoft Entra business that builds secure access solutions for Microsoft’s suite of enterprise and consumer services. |

  35. Director Biographies

    | • | Over 25 years at Microsoft in progressive leadership roles, including Corporate Vice President for the Identity Division in Microsoft’s Cloud + Enterprise group from October 2016 to September 2022, and Corporate Vice President of Engineering from June 2016 to September 2016. |

  36. Director Biographies

    | • | Has served on the Board of Trustees of non-profit AnitaB.org since May 2016. |

  37. Director Biographies

    | | | | | | | | Alex Chriss President and Chief Executive Officer, PayPal | Board Committees: • None | Director since: September 2023 | Age: 47 |

  38. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  39. Director Biographies

    | • | Extensive product, technology and global payments experience |

  40. Director Biographies

    | • | Deep expertise in leading high-growth businesses focused on customer-driven innovation |

  41. Director Biographies

    Other Public Company Boards:

  42. Director Biographies

    | • | None |

  43. Director Biographies

    Former Public Company Boards within Last Five Years:

  44. Director Biographies

    | • | None |

  45. Director Biographies

    Career Highlights:

  46. Director Biographies

    | • | President and Chief Executive Officer of PayPal since September 2023 |

  47. Director Biographies

    | • | Executive Vice President and General Manager, Small Business and Self-Employed, of Intuit Inc. from January 2019 to September 2023 |

  48. Director Biographies

    | • | Led a global organization responsible for delivering QuickBooks and Mailchimp to millions of customers and for more than half of Intuit’s revenue |

  49. Director Biographies

    | • | Led Intuit’s successful acquisition of Mailchimp, significantly expanding the capacity of Intuit’s platform and its customer base |

  50. Director Biographies

    | • | Senior Vice President and Chief Product Officer, Small Business organization of Intuit from January 2017 to December 2018 |

  51. Director Biographies

    | • | Managed the full suite of QuickBooks products, including payroll and payments platform segments |

  52. Director Biographies

    | • | Vice President and General Manager, Self-Employed segment of Small Business division of Intuit, Inc. from August 2013 to December 2016 |

  53. Director Biographies

    | • | Various positions of increasing responsibility at Intuit, Inc. from July 2004 to July 2013 including Business Leader and Director, Intuit Partner Platform |

  54. Director Biographies

    | 2025 Proxy Statement | 17 |

  55. Director Biographies

    Director Biographies

  56. Director Biographies

    | | | | | | | | Jonathan Christodoro Partner at Patriot Global Management, LP Independent | Board Committees: • Compensation • Governance | Director since: July 2015 | Age: 49 |

  57. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  58. Director Biographies

    | • | Extensive financial, strategic planning and investment banking experience advising public companies, including at the board level |

  59. Director Biographies

    | • | Significant experience as both a director and an investor in identifying and evaluating mergers and acquisitions and investment opportunities and portfolio companies across a range of industries, including technology |

  60. Director Biographies

    Other Public Company Boards:

  61. Director Biographies

    | • | None |

  62. Director Biographies

    Former Public Company Boards within Last Five Years:

  63. Director Biographies

    | • | Frontier Acquisition Corp. from February 2021 to March 2023 |

  64. Director Biographies

    | • | Pioneer Merger Corp. from November 2020 to January 2023 |

  65. Director Biographies

    | • | Sandridge Energy, Inc. from June 2018 to May 2021 |

  66. Director Biographies

    | • | Xerox Corporation from June 2016 to May 2021 |

  67. Director Biographies

    | • | Herbalife Ltd. from April 2013 to January 2021 |

  68. Director Biographies

    Career Highlights:

  69. Director Biographies

    | • | Partner at Patriot Global Management, LP, an investment management firm since March 2019 |

  70. Director Biographies

    | • | Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds from July 2012 to February 2017. |

  71. Director Biographies

    | • | Served in various investment and research roles from March 2007 to July 2012 |

  72. Director Biographies

    | • | Began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries |

  73. Director Biographies

    | • | Served in the United States Marine Corps |

  74. Director Biographies

    | | | | | | | | Carmine Di Sibio Former Global Chairman and Chief Executive Officer, EY Independent | Board Committees: • ARC (Audit Committee Financial Expert) | Director since: July 2024 | Age: 62 |

  75. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  76. Director Biographies

    | • | Proven leadership experience of a large and complex multinational business |

  77. Director Biographies

    | • | Deep understanding of business strategy to drive growth and maintain capital efficiency |

  78. Director Biographies

    | • | Track record of redefining how a sophisticated organization can use technology to transform existing services and create new solutions |

  79. Director Biographies

    | • | Extensive financial expertise and experience advising regulated financial companies |

  80. Director Biographies

    Other Public Company Boards:

  81. Director Biographies

    | • | Prudential Financial. Inc. since July 2024 |

  82. Director Biographies

    Former Public Company Boards within Last Five Years:

  83. Director Biographies

    | • | None |

  84. Director Biographies

    Career Highlights:

  85. Director Biographies

    | • | Global Chairman and Chief Executive Officer of EY, a professional organization that specializes in tax, information technology, and consulting advisory services, from July 2019 to June 2024 |

  86. Director Biographies

    | • | EY Global Managing Partner – Client Service from 2013 to 2019 |

  87. Director Biographies

    | • | Other leadership positions at EY including Chair of the Global Financial Services Markets Executive and Regional Managing Partner of the Americas Financial Services Organization, where he started EY Risk Management and Regulatory Services. |

  88. Director Biographies

    | 18 | 2025 Proxy Statement |

  89. Director Biographies

    Director Biographies

  90. Director Biographies

    | | | | | | | | David W. Dorman Former Non-Executive Board Chair, CVS Health Corporation Independent | Board Committees: • Compensation (Chair) • Governance | Director since: June 2015 | Age: 71 |

  91. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  92. Director Biographies

    | • | In-depth board chair and executive-level experience leading global companies in regulated industries, including technology, telecommunications, and health care |

  93. Director Biographies

    | • | Expertise in finance, mergers and acquisitions, investments, and strategic planning |

  94. Director Biographies

    | • | Public company executive compensation, talent management, and executive leadership expertise |

  95. Director Biographies

    Other Public Company Boards:

  96. Director Biographies

    | • | Dell Technologies, Inc., since September 2016 |

  97. Director Biographies

    Former Public Company Boards within Last Five Years:

  98. Director Biographies

    | • | CVS Health Corporation from March 2006 to May 2022 |

  99. Director Biographies

    Career Highlights:

  100. Director Biographies

    | • | Founding Partner of Centerview Capital Technology Fund, a private investment firm since July 2013 |

  101. Director Biographies

    | • | Board Chair of InfoWorks, a portfolio company of Centerview since January 2019 |

  102. Director Biographies

    | • | Board of Directors of CVS Health Corporation from March 2006 until May 2022 including Non-Executive Board Chair from March 2011 until May 2022 |

  103. Director Biographies

    | • | Lead Independent Director of the Board of Motorola Solutions, Inc. (formerly Motorola, Inc.), a leading provider of business and communication products and services from May 2011 until May 2015 |

  104. Director Biographies

    | • | Non-Executive Board Chair of Motorola, Inc. from May 2008 to January 2011 |

  105. Director Biographies

    | • | Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm from October 2006 to May 2008 |

  106. Director Biographies

    | • | President and a director of AT&T Corporation from November 2005 to January 2006 |

  107. Director Biographies

    | • | Board Chair and Chief Executive Officer of AT&T Corporation from November 2002 to November 2005 |

  108. Director Biographies

    | • | President of AT&T Corporation, from 2000 to 2002, and the Chief Executive Officer of Concert Communications Services, a former global venture created by AT&T Corporation and British Telecommunications plc from 1999 to 2000 |

  109. Director Biographies

    | • | Served as a Trustee for Georgia Tech Foundation, Inc. |

  110. Director Biographies

    | | | | | | | | Enrique Lores President and CEO, HP Inc. Independent Board Chair | Board Committees: • None | Director since: June 2021 | Age: 59 |

  111. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  112. Director Biographies

    | • | Deep product and operational experience at the highest levels of the information technology industry |

  113. Director Biographies

    | • | Proven leader in consumer-facing business with extensive international business and leadership experience and global perspective |

  114. Director Biographies

    | • | Experience developing corporate strategy including a growth-oriented portfolio, digital transformation, and exceptional talent management |

  115. Director Biographies

    Other Public Company Boards:

  116. Director Biographies

    | • | HP Inc. since November 2019 |

  117. Director Biographies

    Former Public Company Boards within Last Five Years:

  118. Director Biographies

    | • | None |

  119. Director Biographies

    Career Highlights:

  120. Director Biographies

    | • | President and Chief Executive Officer of HP Inc., an information technology company, since November 2019 |

  121. Director Biographies

    | • | President, Imaging and Printing Solutions, HP Inc. from November 2015 to October 2019 |

  122. Director Biographies

    | • | Spent over 30 years at The Hewlett-Packard Company in several positions of increasing responsibility ranging from Vice President, Imaging & Printing Group, EMEA to Senior Vice President & General Manager, Business Personal Systems and then Separation Leader from 1989 to 2015 |

  123. Director Biographies

    | 2025 Proxy Statement | 19 |

  124. Director Biographies

    Director Biographies

  125. Director Biographies

    | | | | | | | | Gail J. McGovern Chairman of the Board and former President and Chief Executive Officer, the American Red Cross Independent | Board Committees: • Compensation • Governance (Chair) | Director since: June 2015 | Age: 73 |

  126. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  127. Director Biographies

    | • | Extensive executive experience in strategic planning across a global organization operating in challenging environments, sales and marketing, customer relations, and corporate finance |

  128. Director Biographies

    | • | Strong expertise in regulatory matters and government relations garnered through leadership positions in regulated industries |

  129. Director Biographies

    | • | Brings a strong perspective from the academic and nonprofit worlds aligned with PayPal’s mission and vision |

  130. Director Biographies

    Other Public Company Boards:

  131. Director Biographies

    | • | DTE Energy Company since June 2003 |

  132. Director Biographies

    Former Public Company Boards within Last Five Years:

  133. Director Biographies

    | • | None |

  134. Director Biographies

    Career Highlights:

  135. Director Biographies

    | • | President and Chief Executive Officer of the American Red Cross, a humanitarian organization from June 2008 to June 2024 |

  136. Director Biographies

    | • | Faculty member at the Harvard Business School from 2002 to 2008 |

  137. Director Biographies

    | • | President of Fidelity Personal Investments from 1998 to 2002 |

  138. Director Biographies

    | • | Executive Vice President, Consumer Markets Division at AT&T Corporation from 1997 to 1998 |

  139. Director Biographies

    | • | Serves as a trustee of The Johns Hopkins University School of Medicine |

  140. Director Biographies

    | | | | | | | | Deborah M. Messemer Former Major Market Managing Partner, KPMG Independent | Board Committees: • ARC (Audit Committee Financial Expert) | Director since: January 2019 | Age: 67 |

  141. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  142. Director Biographies

    | • | More than 30 years of experience in finance, strategy, market development, regulation, governance, and operations |

  143. Director Biographies

    | • | Strong leadership and people management experience as the Managing Partner of KPMG’s Bay Area and Northwest region, having led a team of over 3,000 employees |

  144. Director Biographies

    | • | Extensive expertise in financial reporting, due diligence, mergers and acquisitions, and internal controls over financial reporting as Audit Engagement Partner or Senior Relationship Partner for companies in a variety of industries, including financial services and technology |

  145. Director Biographies

    Other Public Company Boards:

  146. Director Biographies

    | • | Allogene Therapeutics, Inc. since October 2018 |

  147. Director Biographies

    | • | TPG, Inc. since January 2022 |

  148. Director Biographies

    Former Public Company Boards within Last Five Years:

  149. Director Biographies

    | • | None |

  150. Director Biographies

    Career Highlights:

  151. Director Biographies

    | • | Served for over 35 years at KPMG, one of the world’s leading professional services firms, initially in the audit practice, then as Audit Engagement Partner or Global Senior Relationship Partner for clients in a variety of industries, including financial services and technology. She was Managing Partner of KPMG’s Bay Area and Northwest region, responsible for leading teams in 10 offices across all functions from 2008 through her retirement in September 2018 |

  152. Director Biographies

    | • | Served on the Board of Directors of Carbon, Inc., a privately held company |

  153. Director Biographies

    | 20 | 2025 Proxy Statement |

  154. Director Biographies

    Director Biographies

  155. Director Biographies

    | | | | | | | | David M. Moffett Former Chief Executive Officer of Federal Home Loan Mortgage Corp. Independent | Board Committees: • ARC (Chair) (Audit Committee Financial Expert) | Director since: June 2015 | Age: 73 |

  156. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  157. Director Biographies

    | • | Strong leadership experience and extensive global financial management and regulatory expertise as a former Chief Executive Officer and Chief Financial Officer of financial services companies |

  158. Director Biographies

    | • | More than 30 years of strategic finance, mergers and acquisitions, risk management, and operational experience in banking and payment processing |

  159. Director Biographies

    Other Public Company Boards:

  160. Director Biographies

    | • | Columbia Seligman Premium Technology Growth Fund, Inc. since January 2024 |

  161. Director Biographies

    | • | Tri-Continental Corp. since January 2024 |

  162. Director Biographies

    | • | CSX Corporation since May 2015 |

  163. Director Biographies

    Former Public Company Boards within Last Five Years:

  164. Director Biographies

    | • | Genworth Financial, Inc. from December 2012 to May 2021 |

  165. Director Biographies

    Career Highlights:

  166. Director Biographies

    | • | Lead Independent Director of PayPal from July 2015 to December 2018 |

  167. Director Biographies

    | • | Chief Executive Officer of Federal Home Loan Mortgage Corp. (“Freddie Mac”) from September 2008 until his retirement in March 2009, and director of Freddie Mac from December 2008 to March 2009 |

  168. Director Biographies

    | • | Chief Financial Officer of Star Banc Corporation, a bank holding company, starting in 1993. During his tenure, he played an integral role in the acquisition of Firstar Corporation in 1998 and later U.S. Bancorp in 2001. Mr. Moffett remained Chief Financial Officer of U.S. Bancorp until 2007 |

  169. Director Biographies

    | • | Serves as a Trustee for Columbia Threadneedle Mutual Funds and University of Oklahoma Foundation and as a consultant to various financial services companies |

  170. Director Biographies

    | | | | | | | | Ann M. Sarnoff Former Chair and Chief Executive Officer, WarnerMedia Studios & Networks Group Independent | Board Committees: • ARC | Director since: June 2017 | Age: 63 |

  171. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  172. Director Biographies

    | • | More than 30 years of diversified business experience through a variety of executive leadership roles at preeminent global media companies |

  173. Director Biographies

    | • | Expertise in driving consumer engagement with a large and diverse spectrum of globally recognized brands |

  174. Director Biographies

    | • | Proven ability to develop innovative partnerships and technology-focused solutions across platforms |

  175. Director Biographies

    | • | Extensive technology experience across media and platforms |

  176. Director Biographies

    Other Public Company Boards:

  177. Director Biographies

    | • | None |

  178. Director Biographies

    Former Public Company Boards within Last Five Years:

  179. Director Biographies

    | • | None |

  180. Director Biographies

    Career Highlights:

  181. Director Biographies

    | • | Chair and Chief Executive Officer of WarnerMedia Studios & Networks Group, a global leader in entertainment and consumer products from August 2020 to April 2022 |

  182. Director Biographies

    | • | Chair and Chief Executive Officer of Warner Bros. Entertainment from August 2019 to August 2020 |

  183. Director Biographies

    | • | President of BBC Studios Americas from August 2015 to August 2019 |

  184. Director Biographies

    | • | Chief Operating Officer of BBC Worldwide North America from 2010 to July 2015 |

  185. Director Biographies

    | • | Served on the board of directors of HSN from December 2012 to December 2017. |

  186. Director Biographies

    | • | Serves as vice chair of the boards of McDonough School of Business at Georgetown and The Shed, and serves as a member of the boards of directors of WTA Ventures and Cineworld Group PLC |

  187. Director Biographies

    | 2025 Proxy Statement | 21 |

  188. Director Biographies

    Director Biographies

  189. Director Biographies

    | | | | | | | | Frank D. Yeary Managing Member at Darwin Capital Advisors, LLC Independent | Board Committees: • ARC | Director since: July 2015 | Age: 61 |

  190. Director Biographies

    Experience, Skills and Qualifications Relevant to Nomination Include:

  191. Director Biographies

    | • | Notable career in investment banking and finance with financial strategy and global mergers and acquisitions expertise, including expertise in financial reporting and experience attracting and retaining strong senior leaders |

  192. Director Biographies

    | • | Tenure as both Independent Chair and Interim Executive Chair at Intel enhances acumen in corporate governance and technology industry strategic oversight |

  193. Director Biographies

    | • | Extensive experience in corporate governance and stockholder engagement, including as a co-founder of CamberView Partners, a financial advisory firm providing independent, investor-led advice to public companies and their boards |

  194. Director Biographies

    | • | Role as a Vice Chancellor and as Chief Administration Officer of a large public research university provides strategic and financial expertise |

  195. Director Biographies

    Other Public Company Boards:

  196. Director Biographies

    | • | Intel Corporation Independent Chair from March 2009 to December 2024 and Interim Executive Chair since December 2024 |

  197. Director Biographies

    | • | Mobileye Global, Inc. (majority controlled by Intel Corporation) since October 2022 |

  198. Director Biographies

    Former Public Company Boards within Last Five Years:

  199. Director Biographies

    | • | None |

  200. Director Biographies

    Career Highlights:

  201. Director Biographies

    | • | Managing Member at Darwin Capital Advisors, LLC, a private investment firm since October 2018 and a Member since 2012 |

  202. Director Biographies

    | • | Executive Chair of CamberView Partners, LLC, a corporate advisory firm from 2012 to 2018 |

  203. Director Biographies

    | • | Vice Chancellor of the University of California, Berkeley, a public university, from 2008 to 2012, where he led and implemented changes to the university’s financial and operating strategy |

  204. Director Biographies

    | • | Spent 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions and as a member of the Management Committee at Citigroup Investment Banking |

  205. Director Biographies

    | 22 | 2025 Proxy Statement |

  206. Director Biographies

    Director Biographies

  207. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and approving compensation paid to non-employee directors for their Board and Board committee service. On an annual basis, the Compensation Committee reviews the non-employee director compensation program, receiving input from the Compensation Committee’s independent compensation consultant regarding market practices and the competitiveness of the non-employee director compensation program in relation to the general market and the Company’s peer group.

  208. 2024 Director Compensation

    2024 Director Compensation Our director compensation program includes the payment of an annual cash retainer and the grant of an annual equity award to each of our non-employee directors. In late 2023, the Compensation Committee, after consultation with its independent compensation consultant, determined that the Company’s director compensation program continued to be aligned with market practices. Accordingly, no changes were made to the director compensation program for 2024.

  209. 2024 Director Compensation Table

    2024 Director Compensation Table The following table summarizes the total compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024.

  210. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total(3) ($) | | Rodney C. Adkins | 110,000 | 275,004 | 385,004 | | Jonathan Christodoro | 108,000 | 275,004 | 383,004 | | Carmine Di Sibio(4) | 50,411 | 245,635 | 296,046 | | John J. Donahoe(5) | 167,540 | 362,506 | 530,046 | | David W. Dorman | 115,053 | 275,004 | 390,057 | | Belinda J. Johnson(6) | 100,057 | — | 100,057 | | Enrique Lores(7) | 138,674 | 347,650 | 486,324 | | Gail J. McGovern | 118,000 | 275,004 | 393,004 | | Debbie M. Messemer | 100,000 | 275,004 | 375,004 | | David M. Moffett | 120,000 | 275,004 | 395,004 | | Ann M. Sarnoff | 100,057 | 275,004 | 375,061 | | Frank D. Yeary | 100,057 | 275,004 | 375,061 |

  211. 2024 Director Compensation Table

    | (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the annual cash retainer amounts earned by each non-employee director in 2024, which includes annual retainer amounts for which the following directors elected to receive fully vested shares of PayPal common stock in lieu of cash: |

  212. 2024 Director Compensation Table

    | Name | Fees Forgone ($) | Shares Received (#) | | John J. Donahoe | 167,500 | 2,726 | | David W. Dorman | 115,000 | 1,872 | | Belinda J. Johnson | 100,000 | 1,628 | | Enrique Lores | 138,596 | 2,293 | | Ann M. Sarnoff | 100,000 | 1,628 | | Frank D. Yeary | 100,000 | 1,628 |

  213. 2024 Director Compensation Table

    | (2) Amounts shown generally represent the grant date fair value of the fully vested shares of PayPal common stock granted to our non-employee directors on May 22, 2024, following our 2024 Annual Meeting of Stockholders. For Mr. Di Sibio, the amount represents the grant date fair value of the fully vested shares of PayPal common stock granted to him on July 1, 2024 in connection with his appointment to the Board. For Mr. Lores, the amount also represents the grant date fair value of the fully vested shares of PayPal common stock granted to him on July 24, 2024 in connection with his appointment as Board Chair. The grant date fair value is calculated by multiplying the number of shares of PayPal common stock subject to the award by the closing price of a share of PayPal common stock on the date of grant, in accordance with FASB ASC Topic 718. |

  214. 2024 Director Compensation Table

    | 2025 Proxy Statement | 39 |

  215. 2024 Director Compensation Table

    2024 Director Compensation Table

  216. 2024 Director Compensation Table

    | (3) The amounts reported in the Fees Earned or Paid in Cash, Stock Awards, and Total columns include amounts deferred under the DCP. As of December 31, 2024, our non-employee directors held the following vested deferred shares of our common stock under the DCP: |

  217. 2024 Director Compensation Table

    | Name | Total DSUs Held (#) | Total Deferred Shares Held (#) | | Johnathan Christodoro | 5,353 | — | | Carmine Di Sibio | — | 4,249 | | David W. Dorman | 9,488 | — | | Belinda J. Johnson | — | 10,886 | | Enrique Lores | — | 18,236 | | Gail J. McGovern | 3,711 | 6,023 | | Deborah Messemer | — | 13,976 | | David M. Moffett | 49,001 | 12,087 | | Frank D. Yeary | 5,460 | 20,296 |

  218. 2024 Director Compensation Table

    | (4) Mr. Di Sibio was appointed to the Board on July 1, 2024. His annual cash retainer was prorated to reflect his service during 2024 and his annual equity retainer was prorated to reflect the number of days from the date of his appointment to the first anniversary of the 2024 Annual Meeting of Stockholders. |

  219. 2024 Director Compensation Table

    | (5) Mr. Donahoe resigned from the Board, effective July 23, 2024. |

  220. 2024 Director Compensation Table

    | (6) Ms. Johnson did not seek re-election to the Board at the 2024 Annual Meeting of Stockholders. |

  221. 2024 Director Compensation Table

    | (7) Mr. Lores was appointed as our Board Chair on July 24, 2024. His compensation includes a prorated Board Chair annual retainer and a prorated Board Chair annual equity award for 2024. |

  222. 2024 Director Compensation Table

    | 40 | 2025 Proxy Statement |

  223. Offer Letter Compensation for New NEOs

    Offer Letter Compensation for New NEOs Each of Ms. Kereere and Messrs. Scotti and Webster entered into an offer letter with the Company in connection with the commencement of their employment. The offer letters included two categories of compensation: (1) go-forward, ordinary course compensation arrangements and (2) special, non-recurring new hire awards. The non-recurring new hire awards were intended to incentivize Ms. Kereere and Messrs. Scotti and Webster to join PayPal’s leadership team and to compensate Ms. Kereere and Mr. Webster for a portion of the awards they forfeited in departing from their prior employer to join PayPal. The awards forfeited by each of Ms. Kereere and Mr. Webster were greater in value than the target grant date value of their Make-Whole RSUs, described below. The amounts and types of compensation for each of Ms. Kereere and Messrs. Scotti and Webster were determined carefully by the Compensation Committee in consultation with the Compensation Committee’s independent compensation consultant. Factors including, but not limited to, the NEO’s experience, responsibilities, expertise, compensation at their prior employer (if publicly available or voluntarily disclosed), potential contributions to PayPal, their competitive opportunities, including, if applicable, specific alternative opportunities at the time of hire, market compensation for their role at technology and financial companies in our compensation peer group (see “Our Compensation Peer Group” below for our 2024 peer group), and the size and complexity of the NEO’s position and business unit or function were considered when determining each new NEO’s initial compensation package. In each case, the annual pay elements were consistent with the compensation practices of our peer group and the non-recurring elements of compensation were driven by the specific circumstances of the individual hires (as noted above).

  224. Offer Letter Compensation for New NEOs

    | NEO | Annual Base Salary ($) | Target Annual Incentive Plan Bonus as a Percentage of Annual Base Salary (%) | Initial RSU Grant ($)(1) | Initial PBRSU Grant (at target) ($)(2) | | Suzan Kereere | 750,000 | 125% | 6,250,000 | 6,250,000 | | Diego Scotti | 750,000 | 125% | 6,250,000 | 6,250,000 | | Aaron Webster | 750,000 | 125% | 4,500,000 | 4,500,000 |

  225. Offer Letter Compensation for New NEOs

    | (1) Initial RSU grants follow PayPal’s standard three-year vesting schedule. Amounts reflect target grant date value and may differ from amounts reported in the Summary Compensation Table below. |

  226. Offer Letter Compensation for New NEOs

    | (2) Initial PBRSU grants follow PayPal’s standard PBRSU vesting schedule, with their payout contingent on PayPal’s performance over the three-year performance period. The performance period applicable to the Initial PBRSU Grants began on January 1, 2024. Amounts reflect target grant date value and may differ from those reported in the Summary Compensation Table below. |

  227. Offer Letter Compensation for New NEOs

    | NEO | Cash Sign-On Bonus ($) | Make-Whole RSUs ($) | Total Non-Recurring New Hire Awards ($) | | Suzan Kereere | 6,000,000(1) | 7,500,000(2) | 13,500,000 | | Diego Scotti | 2,000,000(1) | — | 2,000,000 | | Aaron Webster | 2,500,000(3) | 4,000,000(4) | 6,500,000 |

  228. Offer Letter Compensation for New NEOs

    | (1) The Cash Sign-On Bonus was payable in cash in two installments (each, an “installment”), with the first portion of the Cash Sign-On Bonus (66.7% for Ms. Kereere and 50% for Mr. Scotti) payable within two pay periods following the NEO’s start date, and the remaining portion (33.3% for Ms. Kereere and 50% for Mr. Scotti) payable within two pay periods following the 6-month anniversary. If the NEO resigns or PayPal terminates the NEO’s employment for cause: (a) on or before the first anniversary of the first installment payment date, the NEO must repay 100% of the first installment; (b) after the first anniversary, but on or before the second anniversary, of the first installment payment date, the NEO must repay the first installment, less 1/24th of the first installment for every full month of the NEO’s active employment with PayPal following the NEO’s start date; or (c) on or before the first anniversary of the second installment payment date, the NEO must pay back 100% of the second installment. |

  229. Offer Letter Compensation for New NEOs

    | (2) Represents Make-Whole RSUs at target grant date value, 50% of which vest on the first anniversary of the grant date and the remaining 50% of which vest on the second anniversary of the grant date, generally subject to Ms. Kereere’s continued employment with us through the applicable vesting date, with accelerated vesting upon a Qualifying Termination (as defined in the Executive Severance Plan). Ms. Kereere forfeited significant equity awards at her prior employer that were greater in value than the target grant date value of her Make-Whole RSUs, which were intended to compensate her for a portion of such forfeited awards. |

  230. Offer Letter Compensation for New NEOs

    | (3) The Cash Sign-On Bonus was payable in a single cash payment within two pay periods following Mr. Webster’s start date. If Mr. Webster resigns or PayPal terminates his employment for cause: (a) on or before the first anniversary of the payment date, he must repay 100% of the Cash Sign-On Bonus or (b) after the first anniversary, but on or before the second anniversary, of the payment date, he must repay the Cash Sign-On Bonus, less 1/24th for every full month of active employment with PayPal following his start date. |

  231. Offer Letter Compensation for New NEOs

    | (4) Represents Make-Whole RSUs at target grant date value, 50% of which follow PayPal’s standard 3-year vesting schedule and the remaining 50% of which vest on the first anniversary of the grant date, in each case generally subject to Mr. Webster’s continued employment with us through the applicable vesting date. Mr. Webster forfeited significant equity awards at his prior employer that were greater in value than the target grant date value of his Make-Whole RSUs, which were intended to compensate him for a portion of such forfeited awards. |

  232. 2024 NEO Compensation Program Elements

    | | Form of Payment | | Performance Period | Performance Criteria | Objectives | For More Information | | Salary | 100% | Cash | Ongoing | Alignment of salary with performance is evaluated on an annual basis | • Rewards individuals’ current contributions • Compensates for expected day-to-day performance • Reflects scope of roles and responsibilities | Page 56 | | Annual Incentive Plan (“AIP”) | 100% | Cash | One year | Transaction margin dollars and non-GAAP operating income (including stock-based compensation expense), adjusted for individual performance | • Rewards successful annual performance • Incentivizes achievement of short-term performance goals designed to drive profitable growth and enhance stockholder value | Page 57 | | Long-Term Incentive Plan (“LTI”) | 50% | PBRSUs | Three years | Earned based on rTSR metric, measured as compared to the S&P 500 over discrete 12-, 24-, and 36-month measurement periods; three-year cliff vesting | • Rewards successful achievement of performance goals over the three-year performance period designed to drive the creation of stockholder value • Intended to satisfy long-term retention objectives while minimizing potential impact of short-term stock price volatility | Page 61 | | | 50% | RSUs | Vests over three years | Service-based vesting; ultimate value based on stock price performance | • Rewards the creation of long-term value • Recognizes potential future contributions • Intended to satisfy long-term retention objectives | Page 61 |

  233. 2024 Incentive Compensation Plan Outcomes

    2024 Incentive Compensation Plan Outcomes For 2024, the Compensation Committee approved incentive programs designed to strengthen pay for performance alignment, increase the focus on profitable growth, closely manage our burn rate (defined as the number of shares subject to equity awards granted during a given year divided by the basic weighted average number of shares of our common stock outstanding for that year), and incentivize stockholder value creation over short-term and long-term horizons. By design, our AIP and PBRSUs utilize different metrics and timeframes, with the 2024 AIP payout based on one-year achievement of performance metrics and 2024-2026 PBRSUs vesting following the end of the three-year performance period based on rTSR over discrete 12-, 24-, and 36-month measurement periods.

  234. 2024 PayPal Annual Incentive Plan

    2024 PayPal Annual Incentive Plan Based on our strong 2024 results under our refreshed leadership team, our 2024 PayPal Annual Incentive Plan (“AIP” or “2024 AIP”) paid out as described below. Under the 2024 AIP, the bonus pool was funded based on achievement of two equally-weighted Company performance metrics. The following table shows the Company performance goals established at the beginning of 2024, and actual performance achieved as determined by the Compensation Committee.

  235. 2024 PayPal Annual Incentive Plan

    | Company Measure ($ in billions) | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Actual Achieved | Actual Achieved (Percentage of Target) | | Transaction Margin Dollars | $13.600 | $13.950 | $14.400 | $14.658 | 200% | | Non-GAAP Operating Income(2) | $5.000 | $5.400 | $5.850 | $5.838 | 197% | | | Company Performance Score | | | | 199% |

  236. 2024 PayPal Annual Incentive Plan

    | (1) Linear interpolation applies to transaction margin dollars and non-GAAP operating income for results between specific hurdles. |

  237. 2024 PayPal Annual Incentive Plan

    | (2) Non-GAAP operating income is not a financial measure prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” to this proxy statement. |

  238. 2024 PayPal Annual Incentive Plan

    Each NEO’s individual bonus payout was then subject to adjustment based on their individual performance. Each of our NEOs achieved an individual performance score of 100% for 2024, as further described in the section titled “Individual Performance Scores” on page 59 of this CD&A.

  239. 2024 Compensation Program Changes Informed by Investor Feedback

    2024 Compensation Program Changes Informed by Investor Feedback Informed by investor feedback, in January 2024, the Compensation Committee made the following enhancements to our incentive programs to strengthen pay for performance alignment, increase the focus on profitable growth, closely manage our burn rate, and address historical challenges experienced in connection with setting long-term performance goals. In addition, in July 2024, the Compensation Committee approved amendments to our Executive Change in Control and Severance Plan (the “Executive Severance Plan”) to more closely align our executive severance benefits to market practices within PayPal’s compensation peer group and to streamline administration.

  240. Enhancements to 2024 PayPal Annual Incentive Plan

    Enhancements to 2024 PayPal Annual Incentive Plan

  241. Enhancements to 2024 PayPal Annual Incentive Plan

    | Enhancement | Rationale | | Redesigned the plan to fund the bonus pool based on Company performance and determine final employee payouts based on an individual performance modifier | Company-wide bonus pool and resulting employee bonus starting point are based on Company performance, strengthening pay and performance alignment; individual performance modifier provides for upwards or downwards differentiation where specifically warranted | | Updated metrics to transaction margin dollars and non-GAAP operating income (from revenue and non-GAAP operating margin) | More closely aligns performance goals to broader Company strategy, including additional focus on driving durable, profitable growth Additionally, beginning in 2024, our non-GAAP financial metric reporting (including non-GAAP operating income) now includes stock-based compensation expense | | Moved to 100% cash compensation for short-term incentive program (from a mix of cash and PBRSUs) | Better aligns actual payout with intended value to be delivered and reduces burn rate and dilution to stockholders |

  242. Enhancements to 2024-2026 PBRSUS under Long-Term Incentive Program

    Enhancements to 2024-2026 PBRSUS under Long-Term Incentive Program

  243. Enhancements to 2024-2026 PBRSUS under Long-Term Incentive Program

    | Enhancement | Rationale | | Redesigned program with rTSR metric, measured as compared to the S&P 500 (from FX-neutral revenue CAGR and free cash flow CAGR), with the target for rTSR vs. the S&P 500 set at the 55th percentile | More closely aligns PBRSU payouts with long-term stockholder value, with performance measured against the S&P 500 and target set above median to ensure rigor in our LTI program | | Three-year performance period using three discrete measurement periods of 12, 24, and 36 months in calculating payout; no vesting prior to the end of the full three-year vesting period; if absolute TSR achievement is negative for the 36-month period, the maximum shares an executive could earn is capped at 100% of the target number of shares | Designed to enhance the program’s durability and provide a holistic measure of long-term value creation, while helping to ensure appropriate alignment of PBRSU payouts with long-term stockholder value creation Reduces the potential impact of short-term stock price volatility, while maximizing retentive value over the entire vesting period |

  244. Updates to the Executive Severance Plan

    Updates to the Executive Severance Plan In July 2024, the Compensation Committee approved the following updates to the Executive Severance Plan to more closely align our executive severance benefits to market practices within PayPal’s compensation peer group and to streamline administration of the Executive Severance Plan:

  245. Updates to the Executive Severance Plan

    | • | Reduced cash severance payable to our executives upon a termination of employment outside the context of a change in control, by reducing the cash severance multiple by 0.5x (from 2.0x to 1.5x for our CEO and from 1.5x to 1.0x for EVPs) and eliminating payment of a prorated cash bonus for the year of termination. |

  246. Updates to the Executive Severance Plan

    | • | Eliminated the “good reason” severance trigger for non-CEO executives upon a termination of employment outside the context of a change in control. |

  247. Updates to the Executive Severance Plan

    | • | Removed job elimination and role restructuring as a trigger under the Executive Severance Plan’s Executive Long Term Incentive Program (“ELTIP”), limited awards eligible to continue vesting under the ELTIP to those granted at least 12 months prior to termination of employment, and removed COBRA subsidy benefits from the ELTIP. |

  248. Updates to the Executive Severance Plan

    | 54 | 2025 Proxy Statement |

  249. Updates to the Executive Severance Plan

    Executive Summary

  250. Key Compensation Policies and Practices

    | What We Do | | | | Pay for Performance | | Our AIP is entirely performance-based, and our NEOs are not guaranteed any minimum levels of payment under that plan. | | | | More than 50% of our NEOs’ target total direct compensation (composed of each NEO’s base salary, AIP target, and LTI target) is performance-based and tied to pre-established performance goals aligned with our short-term and long-term objectives. | | Rigorous performance goals | | We use objective performance-based Company goals designed to be rigorous in our incentive plans. | | Stock-based compensation expense included in non-GAAP performance metrics | | Beginning in 2024, the non-GAAP performance metrics used in our executive compensation program include the impact of stock-based compensation expense. | | Independent compensation consultant | | The Compensation Committee engages its own independent compensation consultant to advise on executive and director compensation matters. | | Annual compensation peer group review | | The Compensation Committee annually reviews the composition of our compensation peer group to evaluate whether the peer group remains appropriate in light of our size and industry, as well as the industries in which we compete for talent. | | Annual say-on-pay vote | | We conduct an annual advisory say-on-pay vote on our NEO compensation. | | Stockholder engagement | | We are committed to ongoing engagement with our stockholders – including on executive compensation, corporate governance, and CS&I matters – through teleconferences, in-person meetings, and correspondence. | | Annual compensation risk assessment | | We conduct an annual compensation risk assessment to evaluate whether our executive compensation program presents any risks that are reasonably likely to have a material adverse effect on PayPal. | | Clawback policies | | In addition to our mandatory recovery policy adopted in compliance with Exchange Act Rule 10D-1 and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement, we maintain a separate clawback policy pursuant to which the Compensation Committee can require forfeiture or reimbursement of a broader range of incentive compensation paid or awarded to our NEOs (including time-based equity awards) in certain other circumstances. | | Robust stock ownership guidelines | | Our stock ownership guidelines require significant sustained ownership of our common stock to align the long-term interests of our NEOs and non-employee directors with those of our stockholders and reflect our commitment to sound corporate governance. | | Prohibition of hedging and pledging transactions | | Our insider trading policy, which applies to all Board members, executive officers, and employees, prohibits the use of hedging and monetization transaction relating to our securities and the use of PayPal derivative securities as collateral in a margin account or for any loan or extension of credit. Board members and executive officers are prohibited, and all other employees are strongly discouraged, from pledging any PayPal securities as collateral for loans. | | What We Don’t Do | | | | No entitlement to excise tax gross-ups on “change in control” payments | | Our agreements with our NEOs do not provide for any excise tax gross-ups or other payment or reimbursement of excise taxes on severance in connection with a change in control of PayPal. | | No “single-trigger” CIC payments or acceleration of equity awards | | We do not make “single-trigger” change-in-control payments or maintain any plans that require single-trigger change-in-control acceleration of equity awards to our NEOs upon a change in control of PayPal. | | No tax gross-ups on perquisites | | We do not provide our NEOs with tax gross-ups on perquisites, other than in limited circumstances related to relocation and international business travel that are at our direction and deemed to benefit our business operations. | | No discounting of stock options or repricing of underwater options | | Our equity compensation plan expressly prohibits the discounting of the exercise price of stock options and the repricing of underwater stock options without stockholder approval. |

  251. How We Determine Incentive Compensation

    How We Determine Incentive Compensation When deciding the target amount and forms of incentive compensation for our NEOs, the Compensation Committee considers competitive market data, including the compensation practices of technology and financial companies in our compensation peer group (see “Our Compensation Peer Group” below for our 2024 peer group), as disclosed in their public filings and in proprietary third-party compensation surveys, and the need to retain qualified individuals in a highly competitive market for proven executive talent in both the technology and financial sectors. In determining the individual payouts pursuant to our executive compensation program, the Compensation Committee also considers the following individual factors for each NEO:

  252. PayPal Annual Incentive Plan

    PayPal Annual Incentive Plan The AIP provided each of our NEOs with the opportunity to earn annual incentive compensation based on Company performance and individual performance. For 2024, the Compensation Committee determined that the AIP bonus pool would be funded based on two equally-weighted Company performance metrics, with each NEO’s individual bonus payment then subject to adjustment based on their individual performance score. Beginning in 2024, the AIP bonus is paid 100% in cash to align actual payouts with the intended value and to reduce our burn rate. The following table sets forth the 2024 target annual incentive opportunity (the “Target Incentive Amount”) for each participating NEO, which is expressed as a percentage of the NEO’s base salary.

  253. PayPal Annual Incentive Plan

    | NEO | AIP Target as Percentage of Base Salary (%) | Base Salary Used to Calculate Target Incentive Amount ($)(1) | Target Incentive Amount ($) | | Alex Chriss | 200% | 1,250,000 | 2,500,000 | | Jamie Miller | 125% | 750,000 | 937,500 | | Suzan Kereere | 125% | 750,000 | 937,500 | | Diego Scotti | 125% | 750,000 | 937,500 | | Aaron Webster | 125% | 750,000 | 740,266(2) |

  254. PayPal Annual Incentive Plan

    | (1) In accordance with the terms of the 2024 AIP, each NEO’s base salary and AIP Target as of December 1, 2024 was used to calculate the Target Incentive Amount. Each NEO’s AIP Target in the table is the same as their AIP target as a percentage of base salary in their offer letter with PayPal. |

  255. PayPal Annual Incentive Plan

    | (2) The Target Incentive Amount reported for Mr. Webster reflects the prorated 2024 AIP bonus for which he was eligible based on his March 2024 start date. |

  256. PayPal Annual Incentive Plan

    | 2025 Proxy Statement | 57 |

  257. PayPal Annual Incentive Plan

    2024 Compensation Framework and Decisions The actual amount of each NEO’s 2024 AIP bonus was determined by the following formula with an overall AIP bonus payout cap of 200% of the NEO’s Target Incentive Amount (and for Mr. Webster, prorated based on his start date): Company Performance Score Target Incentive Amount x 50% Transaction Margin Dollars 50% Non-GAAP Operating Income Individual Performance Score AIP Bonus Payout

  258. Company Performance Score

    Transaction margin dollars and non-GAAP operating income were weighted equally to determine the Company performance score under the 2024 AIP. If the threshold performance goal was not met for either the transaction margin dollars or non-GAAP operating income metric, the Company performance score attributable to that metric would be 0%. The maximum possible Company performance score under the 2024 AIP was 200%. In January 2024, the Compensation Committee established threshold, target, and maximum performance goals for the transaction margin dollars and non-GAAP operating income measures, based primarily on our approved budget and operating plan for the year and full year guidance provided to the investment community. At that time, PayPal’s policy was to exclude stock-based compensation from its presentation of non-GAAP results, including non-GAAP operating income. In response to stockholder feedback, PayPal subsequently modified its presentation of non-GAAP results to include the impact of stock-based compensation beginning with the first quarter of 2024. In June 2024, to ensure that internal metrics used for the AIP were consistent with PayPal’s presentation of its non-GAAP results, the Compensation Committee determined to adjust the non-GAAP operating income targets under the 2024 AIP solely to include the impact of stock-based compensation. The adjustment was made by subtracting 2024 stock-based compensation expense, forecasted as of January 2024, from the non-GAAP operating income metric established by the Compensation Committee in January 2024.

  259. Company Performance Score

    | Company Measure ($ in billions) | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Actual Achieved | Actual Achieved (Percentage of Target) | | Transaction Margin Dollars | $13.600 | $13.950 | $14.400 | $14.658 | 200% | | Non-GAAP Operating Income(2) | $5.000 | $5.400 | $5.850 | $5.838 | 197% | | | Company Performance Score | | | | 199% |

  260. AIP Payouts

    AIP Payouts The following table shows the 2024 AIP payout for each NEO.

  261. AIP Payouts

    | NEO | Target Incentive Amount ($) | | Company Performance Score (%) | | Individual Performance Score (%) | | 2024 AIP Payout ($) | | Alex Chriss | 2,500,000 | | 199% | | 100% | | 4,975,000 | | Jamie Miller | 937,500 | | 199% | | 100% | | 1,865,625 | | Suzan Kereere | 937,500 | | 199% | | 100% | | 1,865,625 | | Diego Scotti | 937,500 | | 199% | | 100% | | 1,865,625 | | Aaron Webster | 740,266 | | 199% | | 100% | | 1,473,130 |

  262. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  263. Long-Term Incentive Award Target Values

    Long-Term Incentive Award Target Values In making its determination on the LTI target values for our NEOs for 2024, the Compensation Committee set equity award guidelines and target levels for individual awards by position based on the factors discussed in “How We Determine Incentive Compensation” above. The Compensation Committee generally determines each of our NEO’s target LTI values based on information available at the beginning of the year (or, if later, at the time of appointment). The 2024 LTI awards for our eligible NEOs were divided equally into (i) PBRSUs (assuming target performance) with performance measured over a three-year period and (ii) service-based RSUs that vest over three years (with one-third of the RSUs vesting on the first anniversary of the grant date, and the remainder vesting ratably each subsequent quarter over the remaining vesting period, generally subject to the NEO’s continued employment with PayPal through the applicable vesting date). Based on the above guidelines, the Compensation Committee approved the target 2024 LTI awards set forth in the following table for each relevant NEO in connection with their hiring. Mr. Chriss and Ms. Miller are not included in the table below, as their new hire equity grants were designed to include the value of intended 2024 LTI awards. As a result of her late 2023 start date, Ms. Miller’s PBRSU award, provided in her 2023 offer letter and described our 2024 proxy statement, was granted in 2024 and the value of that award is reflected in the Summary Compensation Table and the 2024 Grants of Plan-Based Awards Table below. Mr. Chriss, Ms. Miller and our other NEOs will receive LTI awards as part of our 2025 compensation cycle.

  264. Long-Term Incentive Award Target Values

    | NEO | Target LTI Grant Value ($) | Target PBRSU Value ($) (Shares)(1) | Service-Based RSUs ($) (Shares)(1) | | Suzan Kereere | $12,500,000 | $6,250,000 (102,546 shares) | $6,250,000 (102,038 shares) | | Diego Scotti | $12,500,000 | $6,250,000 (102,546 shares) | $6,250,000 (103,058 shares) | | Aaron Webster | $9,000,000 | $4,500,000 (70,808 shares) | $4,500,000 (70,808 shares) |

  265. Long-Term Incentive Award Target Values

    | (1) The target number of PBRSUs and number of service-based RSUs granted was determined by dividing the total target grant value of the award by the average closing price of our common stock for a period of 30 consecutive trading days prior to the grant date. The PBRSUs listed in this table were granted on March 1, 2024 to then-serving NEOs. All other awards listed in this table were granted on the 15th of the month following the month their employment commenced. As a result, these target values differ from the accounting values reported in the Summary Compensation Table. |

  266. Long-Term Incentive Award Target Values

    | 60 | 2025 Proxy Statement |

  267. Long-Term Incentive Award Target Values

    2024 Compensation Framework and Decisions

  268. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units In January 2024, the Compensation Committee approved the following structure for the multi-year PBRSUs granted in 2024 (the “2024-2026 PBRSUs”).

  269. Performance-Based Restricted Stock Units

    | • | Three-year performance period from January 1, 2024 through December 31, 2026, to emphasize the importance of sustained growth and long-term stockholder value creation, with three discrete measurement periods of 12, 24, and 36 months, to enhance the program’s durability and minimize the potential impact of short-term stock price volatility. |

  270. Performance-Based Restricted Stock Units

    | • | Three-year cliff vesting, to maximize retentive value of the awards. |

  271. Performance-Based Restricted Stock Units

    | • | Awards to be settled in shares of our common stock, subject to the Compensation Committee’s certification of the Company’s rTSR, measured as compared to the S&P 500, with the target for rTSR versus the S&P 500 set at the 55th percentile, to ensure rigor in our LTI program. |

  272. Performance-Based Restricted Stock Units

    | • | If absolute TSR is negative for the 36-month performance period, the maximum shares earned is capped at 100% of the target number of shares, to help ensure appropriate alignment of PBRSU payouts with long-term stockholder value creation. |

  273. Performance-Based Restricted Stock Units

    In establishing this structure, the Compensation Committee considered a number of factors, including its desire to set challenging performance goals that require outperformance to achieve target performance, the need to provide for evolution of PayPal’s strategic priorities and initiatives, particularly during a period of leadership transition, and feedback received from stockholders. The Compensation Committee believes that this PBRSU structure meets these objectives by measuring and rewarding our holistic relative outperformance and long-term value creation and enhancing program durability, while ensuring alignment with stockholder experience in the event of negative absolute stockholder returns.

  274. PBRSU Mechanics and Targets

    | | Threshold | Target | Maximum | | PayPal rTSR compared to S&P 500 rTSR | 25th percentile | 55th percentile | 75th percentile | | Payout to Target | 50% | 100% | 200% |

  275. PBRSU Mechanics and Targets

    For each tranche of the 2024-2026 PBRSUs, performance below the threshold level will result in a payout of 0% and performance above the maximum level will result in a payout of 200% of target. Linear interpolation is applied to performance between threshold, target, and maximum levels. If absolute TSR achievement is negative for the 36-month performance period, the maximum payout will be 100% of the target number of all three tranches (the “Performance Cap Condition”). rTSR performance for the 12-month (calendar year 2024) measurement period was achieved at the 84th percentile, such that one-third of the 2024-2026 PBRSUs will be earned at 200% of target if the Performance Cap Condition is not triggered at the end of the 36-month measurement period. All three tranches of the 2024-2026 PBRSUs are subject to three-year cliff vesting, generally subject to the continued employment of the NEO, with settlement of the PBRSUs on March 1, 2027 based on rTSR achievement over the three performance periods.

  276. Restricted Stock Units

    Restricted Stock Units Our 2024 LTI awards also included service-based RSUs with a three-year vesting schedule. These RSU awards vest one-third on the first anniversary of the grant date, with the remainder vesting ratably each following quarter over the remaining vesting period, generally subject to the continued employment of the NEO. Service-based RSUs serve to more closely align our NEOs’ interests with those of our stockholders, as RSUs become more valuable as our stock price increases. While the value follows our stock price performance, the service-based RSUs have some value regardless of whether our stock price increases or decreases, and are designed to provide an appropriate incentive for our NEOs to remain with us throughout the three-year vesting period.

  277. Restricted Stock Units

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  278. Restricted Stock Units

    Other Compensation Elements

  279. Compensation Consultant

    Compensation Consultant The Compensation Committee’s independent compensation consultant provides advice and resources to help the Compensation Committee assess the effectiveness of our executive compensation strategy and program. The compensation consultant reports directly to the Compensation Committee, and the Compensation Committee has the sole power to terminate or replace the consultant at any time. Compensia has served as the Compensation Committee’s compensation consultant since 2016. The Compensation Committee directed Compensia to help members of management obtain the information necessary for management to formulate recommendations to the Compensation Committee, which are evaluated by Compensia. A representative of Compensia also attends Compensation Committee meetings, which generally include an executive session during which Compensia meets with the Compensation Committee with no members of management present. Compensia also regularly meets with the Chair of the Compensation Committee as warranted outside of regular meetings. As part of its engagement in 2024, Compensia provided a market overview of executive compensation, evaluated our compensation peer group composition, evaluated executive cash and equity compensation levels at our compensation peer group companies, reviewed proposed compensation adjustments and changes to existing arrangements, advised on the framework for our annual and long-term incentive awards, assessed executive perquisites relative to peer and broader market practices, advised on our equity compensation program, including share pool usage, and reviewed proposed compensation arrangements for new executives, as well as the compensation of our non-employee directors. Compensia did not provide any other services to us in 2024. Recognizing the importance of objective advice, the Compensation Committee closely examines the procedures and safeguards of its compensation consultant to ensure that its services are objective. The Compensation Committee has assessed the independence of Compensia pursuant to the applicable Nasdaq listing standards and SEC rules and concluded that Compensia’s work for the Compensation Committee does not raise any conflict of interest.

  280. Our Compensation Peer Group

    Our Compensation Peer Group Given the criticality of our ability to attract and retain executive talent from both the technology and financial sectors, our compensation peer group is made up of technology companies and financial companies. This mix is intended to provide the Compensation Committee with insight into the differences across these two business sectors so that it can design an executive compensation program that is both balanced and competitive across each sector.

  281. Our Compensation Peer Group

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  282. Our Compensation Peer Group

    Our Structure for Setting Compensation In deciding whether a company should be included in our compensation peer group, the Compensation Committee generally considers the following screening criteria:

  283. Our Compensation Peer Group

    | • | revenue and revenue growth; |

  284. Our Compensation Peer Group

    | • | market capitalization; |

  285. Our Compensation Peer Group

    | • | industry; and |

  286. Our Compensation Peer Group

    | • | whether we compete with the company for executive talent. |

  287. Our Compensation Peer Group

    Each member of the compensation peer group was chosen based on one or more of the factors listed above, but not all factors were relevant for every peer company. While some of the compensation peer group members may be significantly larger than PayPal in terms of revenue or market capitalization, the Compensation Committee has determined that such companies should be included in the peer group primarily because we compete with them for talent. Our compensation peer group for 2024 was composed of 10 technology companies and 10 financial companies with which we generally compete for talent. Applying the criteria described above and to improve the comparability of our compensation peer group, in consultation with Compensia, the Compensation Committee removed Apple Inc. from our compensation peer group and added Automatic Data Processing Inc. and U.S. Bancorp.

  288. Peer Group Companies

    Peer Group Companies Adobe Inc. Automatic Data Processing Inc. Block, Inc. Intuit Inc. Netflix, Inc. Oracle Corporation Salesforce, Inc. ServiceNow, Inc. Shopify Inc. Uber Technologies, Inc. American Express Company Capital One Financial Corporation Discover Financial Services Fidelity National Information Services, Inc. Fiserv Inc. Global Payments Inc. JP Morgan Chase & Co. Mastercard Incorporated U.S. Bancorp Visa Inc. Technology Companies Financial Companies PayPal In assessing our executive compensation program for 2024 and going forward, the Compensation Committee considered the compensation programs of our compensation peer group as well as our goals of rewarding performance and retaining core top talent. We also compare our performance against the performance of companies in our compensation peer group that we believe have relatively comparable business models. Our executive compensation program is generally designed to balance practices from each sector represented by our compensation peer group because our employees have historically been recruited by companies in both sectors.

  289. Peer Group Companies

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  290. Peer Group Companies

    Other Compensation Practices and Policies

  291. Equity Grant Practices

    Equity Grant Practices Our equity awards are currently made in the form of RSUs and PBRSUs. We do not currently grant stock options or stock appreciation rights. We maintain the following equity award grant practices:

  292. Equity Grant Practices

    | • | Annual equity awards are granted on March 1 st of each year. |

  293. Equity Grant Practices

    | • | In the case of awards made to newly-hired employees, equity awards are granted on the 15 th of the month following the month of the employee’s start date. |

  294. Equity Grant Practices

    | • | Off-cycle equity awards, including retention and promotion awards, are also granted on the 15 th of the month. |

  295. Equity Grant Practices

    Equity awards granted to our NEOs, Section 16 officers and any employee with a title of Executive Vice President or above are approved by the Compensation Committee. Equity awards granted to non-executive employees, including any Senior Vice President or below who is not a Section 16 officer, are approved by our Non-Officer Equity Committee (the sole member of which is Mr. Chriss), with oversight from the Compensation Committee, which reviews and approves projected equity usage at the beginning of each year. We do not grant equity awards in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity grant dates.

  296. Mandatory Recovery Policy and Clawback Policy

    | • | any incentive compensation that was paid to or received by the covered employee (including gains realized through the exercise of stock options) during the 12-month period preceding the date on which PayPal had actual knowledge of the triggering event, or the full impact of the triggering event was known (or such longer period of time as may be required by any applicable statute or government regulation). |

  297. Severance and Change in Control Provisions

    Severance and Change in Control Provisions Under PayPal’s Executive Severance Plan, as amended and restated effective as of July 24, 2024, each actively employed NEO is eligible to receive payments and benefits in the event of certain terminations of employment, including an involuntary termination of employment by PayPal without cause or, in certain circumstances, by the executive for good reason. The Executive Severance Plan includes the ELTIP, which provides additional equity vesting benefits upon a qualifying retirement, death or disability, subject to the terms and conditions of the ELTIP. In July 2024, the Compensation Committee approved the following updates to the Executive Severance Plan to more closely align our executive severance benefits to market practices within PayPal’s compensation peer group and to streamline administration of the Executive Severance Plan:

  298. Severance and Change in Control Provisions

    | • | Reduced cash severance payable to our NEOs upon a termination of employment outside the context of a change in control, by reducing the cash severance multiple by 0.5x (from 2.0x to 1.5x for our CEO and from 1.5x to 1.0x for our other NEOs) and eliminating payment of a prorated cash bonus for the year of termination. |

  299. Severance and Change in Control Provisions

    | • | Eliminated the “good reason” severance trigger for non-CEO NEOs upon a termination of employment outside the context of a change in control. |

  300. Severance and Change in Control Provisions

    | • | Removed job elimination and role restructuring as a trigger under the ELTIP, limited awards eligible to continue vesting under the ELTIP to those granted at least 12 months prior to termination of employment, and removed COBRA subsidy benefits from the ELTIP. |

  301. Severance and Change in Control Provisions

    These updates apply to all of our NEOs, with the exception of Ms. Miller, who has a contractual entitlement under her offer letter to the severance benefits provided under the prior Executive Severance Plan for a period of three years from her start date. No payments or benefits are provided under the Executive Severance Plan if there is a change in control of PayPal without an accompanying qualifying termination of employment (i.e., we do not provide any “single-trigger” change in control payments). The Executive Severance Plan does not provide for any excise tax “gross-ups” or other payment or reimbursement of excise taxes on severance or other payments in connection with a change in control of PayPal.

  302. Severance and Change in Control Provisions

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  303. Severance and Change in Control Provisions

    Other Compensation Practices and Policies The Compensation Committee believes that the Executive Severance Plan is essential to fulfill PayPal’s objective of recruiting, developing, and retaining key, high-quality management talent in a competitive market because these arrangements provide reasonable protection to executives in the event they are not retained under specific circumstances. The Executive Severance Plan is also intended to facilitate changes to the leadership team by setting terms for the termination of the employment of an NEO in advance, which allows for a smoother transition of responsibilities when it is deemed to be in PayPal’s best interest. The change in control provisions in the Executive Severance Plan are intended to position our executives to focus their attention on our business operations despite the potentially disruptive impact of a proposed change-in-control transaction, to assess takeover bids objectively without regard to the potential impact on their individual job security and to allow for a seamless transition in the event of a change in control of PayPal. These considerations are especially important in light of the executives’ key leadership roles. See “Potential Payments Upon Termination or Change in Control” below for a description of these arrangements and the estimated payments and benefits payable under the Executive Severance Plan as of December 31, 2024.

  304. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code generally limits tax deductibility of compensation paid by a public company to certain current and former executive officers in any year to $1 million. The Compensation Committee will award non-deductible compensation where it believes doing so is in our and our stockholders’ best interests, regardless of its deductibility. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for stock-based payments, including stock options, RSUs, PBRSUs, shares of common stock, and other forms of equity compensation.

  305. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the total compensation paid to and received and earned by each of our NEOs for the fiscal year ended December 31, 2024 and, to the extent required under SEC rules, the fiscal year ended December 31, 2023.

  306. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Alex Chriss | 2024 | 1,250,000 | — | — | 4,975,000 | 433,527 | 6,658,527 | | President and Chief Executive Officer | 2023 | 302,885 | — | 41,137,646 | 164,384 | 311,840 | 41,916,755 | | Jamie Miller | 2024 | 750,000 | 3,000,000(4) | 7,365,879(5) | 1,865,625 | 13,800 | 12,995,304 | | EVP, Chief Financial and Operating Officer | 2023 | 100,962 | 3,000,000(4) | 8,825,116 | — | 3,462 | 11,929,539 | | Suzan Kereere(6) | 2024 | 750,000 | 6,000,000(4) | 20,767,514 | 1,865,625 | 13,800 | 29,396,939 | | President, Global Markets | | | | | | | | | Diego Scotti | 2024 | 750,000 | 1,000,000(4) | 13,652,417 | 1,865,625 | 13,800 | 17,281,842 | | EVP, General Manager, Consumer Group | | | | | | | | | Aaron Webster(7) | 2024 | 591,781 | 2,500,000(4) | 13,830,426 | 1,473,130 | 13,800 | 18,409,137 | | EVP, Global Chief Risk Officer | | | | | | | |

  307. 2024 Summary Compensation Table

    | (1) Amounts shown represent the grant date fair value of RSUs granted to Ms. Kereere and Messrs. Scotti and Webster and PBRSUs granted to Mses. Miller and Kereere and Messrs. Scotti and Webster as computed in accordance with FASB ASC Topic 718. The grant date fair value of RSUs is calculated by multiplying the number of shares of our common stock subject to the award by the closing price of a share of our common stock on the date of grant. The assumptions used by PayPal in calculating the grant date fair value of the stock awards are incorporated herein by reference to Note 15 to the consolidated financial statements contained in PayPal’s 2024 Annual Report on Form 10-K. The estimated fair value of PBRSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the grant date of the award for accounting purposes. |

  308. 2024 Summary Compensation Table

    Assuming the highest level of performance is achieved under the applicable performance measures for the 2024-2026 PBRSUs, the maximum possible value of the 2024-2026 PBRSU awards using the fair value of the underlying common stock on the date that the awards were granted for accounting purposes is presented below:

  309. 2024 Summary Compensation Table

    | Name | Maximum Value of 2024-2026 PBRSUs (as of Grant Date for Accounting Purposes) ($) | | Jamie Miller | 14,731,758 | | Suzan Kereere | 14,731,758 | | Diego Scotti | 14,731,758 | | Aaron Webster | 10,672,182 |

  310. 2024 Summary Compensation Table

    Mr. Chriss was not granted any equity awards in 2024 because his new hire compensation arrangements in 2023 were designed based on the assumption that he would not be eligible for 2024 LTI grants.

  311. 2024 Summary Compensation Table

    | (2) For 2024, amounts represent cash (non-equity) performance-based compensation earned under the AIP. See the section titled “PayPal Annual Incentive Plan” in the CD&A for a more detailed discussion. |

  312. 2024 Summary Compensation Table

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  313. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  314. 2024 Summary Compensation Table

    | (3) The dollar amounts for each perquisite and each other item of compensation shown in the “All Other Compensation” column and in this footnote represent PayPal’s incremental cost of providing the perquisite or other benefit to our NEOs, net of any amounts reimbursed by our NEOs and are valued based on the amounts accrued for payment or paid to the service provider or NEO, or, in the case of perquisites or other benefits, the aggregate incremental cost to PayPal, as applicable. See the section titled “Other Benefits” in the CD&A for additional details on these benefits. Amounts include the following perquisites and other compensation provided to our NEOs in 2024. |

  315. 2024 Summary Compensation Table

    | Name | 401(k) Match(a) ($) | Perquisites and Other Benefits ($) | Total ($) | | Alex Chriss | 13,800 | 419,727(b) | 433,527 | | Jamie Miller | 13,800 | — | 13,800 | | Suzan Kereere | 13,800 | — | 13,800 | | Diego Scotti | 13,800 | — | 13,800 | | Aaron Webster | 13,800 | — | 13,800 |

  316. 2024 Summary Compensation Table

    | (a) Represents matching contributions under the PayPal 401(k) Savings Plan. |

  317. 2024 Summary Compensation Table

    | (b) Represents costs related to Mr. Chriss’ overall security program, which consisted of $70,740 related to personal security measures for Mr. Chriss and $348,987 related to personal use of our corporate aircraft and chartered aircraft for a period during which our corporate aircraft was unavailable as a result of maintenance, in each case calculated based on the aggregate incremental cost to PayPal. |

  318. 2024 Summary Compensation Table

    | (4) This amount represents the Cash Sign-On Bonus (or portion thereof) paid to each of Mses. Miller and Kereere and Messrs. Scotti and Webster in the applicable year. See the section titled “Offer Letter Compensation for New NEOs” in the CD&A for more information. |

  319. 2024 Summary Compensation Table

    | (5) This amount represents the PBRSUs granted to Ms. Miller in 2024, as described in her 2023 offer letter. See the section titled “Long-Term Incentive Compensation – Long-Term Incentive Award Target Values” in the CD&A for more information. |

  320. 2024 Summary Compensation Table

    | (6) Ms. Kereere commenced employment with us on January 1, 2024. |

  321. 2024 Summary Compensation Table

    | (7) Mr. Webster commenced employment with us on March 18, 2024. |

  322. 2024 Summary Compensation Table

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  323. 2024 Summary Compensation Table

    2024 Grants of Plan-Based Awards Table

  324. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2024.

  325. 2024 Grants of Plan-Based Awards Table

    | Name | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Alex Chriss | | | | | | | | | | | | 2024 AIP | | | 625,000 | 2,500,000 | 5,000,000 | — | — | — | — | — | | Jamie Miller | | | | | | | | | | | | 2024 AIP | | | 234,375 | 937,500 | 1,875,000 | — | — | — | — | — | | 2024-2026 PBRSUs | 1/19/24 | 3/1/24 | — | — | — | 51,273 | 102,546 | 205,092 | — | 7,365,879 | | Suzan Kereere | | | | | | | | | | | | 2024 AIP | | | 234,375 | 937,500 | 1,875,000 | — | — | — | — | — | | 2024-2026 PBRSUs | 1/19/24 | 3/1/24 | — | — | — | 51,273 | 102,546 | 205,092 | — | 7,365,879 | | RSUs | 10/23/23 | 2/15/24 | — | — | — | — | — | — | 102,038 | 6,091,669 | | New Hire RSUs | 10/23/23 | 2/15/24 | — | — | — | — | — | — | 122,445 | 7,309,967 | | Diego Scotti | | | | | | | | | | | | 2024 AIP | | | 234,375 | 937,500 | 1,875,000 | — | — | — | — | — | | 2024-2026 PBRSUs | 1/19/24 | 3/1/24 | — | — | — | 51,273 | 102,546 | 205,092 | — | 7,365,879 | | RSUs | 10/23/23 | 1/15/24 | — | — | — | — | — | — | 103,058 | 6,286,538 | | Aaron Webster | | | | | | | | | | | | 2024 AIP | | | 185,067 | 740,266 | 1,480,532 | — | — | — | — | — | | 2024-2026 PBRSUs | 2/4/24 | 4/15/24 | — | — | — | 35,404 | 70,808 | 141,616 | — | 5,336,091 | | RSUs | 2/4/24 | 4/15/24 | — | — | — | — | — | — | 70,808 | 4,497,016 | | New Hire One-Year RSUs | 2/4/24 | 4/15/24 | — | — | — | — | — | — | 31,470 | 1,998,660 | | New Hire Suppl. RSUs | 2/4/24 | 4/15/24 | — | — | — | — | — | — | 31,470 | 1,998,660 |

  326. 2024 Grants of Plan-Based Awards Table

    | (1) The amounts shown represent potential non-equity incentive plan awards under the 2024 AIP. Maximum and threshold amounts represent 200% (based on the overall payout cap under the 2024 AIP) and 25% (based on threshold Company performance of a single metric under the 2024 AIP), respectively, of the NEO’s target incentive amount under the AIP. Mr. Webster’s target incentive amount was prorated based on the number of days during 2024 that he was employed by PayPal, in accordance with the terms of the 2024 AIP. For more information on the AIP, including actual payouts for the AIP, see the section titled “PayPal Annual Incentive Plan” in the CD&A. |

  327. 2024 Grants of Plan-Based Awards Table

    | (2) The amounts shown in the “2024-2026 PBRSUs” rows represent the 2024-2026 PBRSUs granted in 2024 under our 2015 Equity Incentive Award Plan (the “Equity Plan”). Maximum and threshold amounts represent 200% and 50%, respectively, of the target number of shares subject to the 2024-2026 PBRSUs granted to each NEO. The 2024-2026 PBRSUs will be earned based on performance over three discrete measurement periods of 12, 24, and 36 months, and will generally vest based on continued service for the three-year period ending March 1, 2027. See the section titled “Long-Term Incentive Compensation” in the CD&A for more information. |

  328. 2024 Grants of Plan-Based Awards Table

    | (3) The amounts shown in the “RSUs” and “New Hire Suppl. RSUs” rows represent service-based RSUs granted in 2024 under the Equity Plan that vest over three years, with one-third vesting on the first anniversary of the grant date, and the remainder vesting quarterly thereafter, generally subject to the NEO’s continued employment with us through the applicable vesting date. |

  329. 2024 Grants of Plan-Based Awards Table

    | The amount shown in the “New Hire RSUs” row for Ms. Kereere represents service-based RSUs granted in 2024 under the Equity Plan that vest as to 50% of the RSUs on the first anniversary of the grant date and as to the remaining 50% of the RSUs on the second anniversary of the grant date, generally subject to Ms. Kereere’s continued employment with us through the applicable vesting date. |

  330. 2024 Grants of Plan-Based Awards Table

    | The amount shown in the “New Hire One-Year RSUs” row for Mr. Webster represents service-based RSUs granted in 2024 under the Equity Plan that vest as to 100% of the RSUs on the first anniversary of the grant date, generally subject to Mr. Webster’s continued employment with us through the vesting date. |

  331. 2024 Grants of Plan-Based Awards Table

    | See the sections titled “Offer Letter Compensation for New NEOs” and “Long-Term Incentive Compensation” in the CD&A for more information. |

  332. 2024 Grants of Plan-Based Awards Table

    | (4) Represents the grant date fair value determined in accordance with FASB ASC Topic 718. For the RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying common stock on the date of grant (or, if there is no closing price on such date, the closing price on the immediately preceding day with a reported closing price) by the number of stock awards granted. For the 2024-2026 PBRSUs, the grant date fair value assumes the probable outcome of the performance conditions applicable to the awards. See “Stock Awards” under the “2024 Summary Compensation Table” for more information. The assumptions used by PayPal in calculating the grant date fair value of the stock awards are incorporated herein by reference to Note 15 to the consolidated financial statements contained in the 2024 Annual Report on Form 10-K. |

  333. 2024 Grants of Plan-Based Awards Table

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  334. 2024 Grants of Plan-Based Awards Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table

  335. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 31, 2024.

  336. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Alex Chriss | 10/15/23 | 186,239(2) | 15,895,499 | — | — | | | 10/15/23 | 83,391(3) | 7,117,422 | — | — | | | 10/15/23 | — | — | 567,058(4) | 48,398,400 | | Jamie Miller | 12/15/23 | 72,756(2) | 6,209,725 | — | — | | | 12/15/23 | 23,282(2) | 1,987,119 | — | — | | | 3/1/24 | — | — | 205,092(5) | 17,504,602 | | Suzan Kereere | 2/15/24 | 102,038(2) | 8,708,943 | — | — | | | 2/15/24 | 122,445(3) | 10,450,681 | — | — | | | 3/1/24 | — | — | 205,092(5) | 17,504,602 | | Diego Scotti | 1/15/24 | 103,058(2) | 8,796,000 | — | — | | | 3/1/24 | — | — | 205,092(5) | 17,504,602 | | Aaron Webster | 4/15/24 | 70,808(2) | 6,043,463 | — | — | | | 4/15/24 | 31,470(2) | 2,685,965 | — | — | | | 4/15/24 | 31,470(6) | 2,685,965 | — | — | | | 4/15/24 | — | — | 141,616(5) | 12,086,926 |

  337. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Market price is calculated based on $85.35 per share, the closing price of PayPal’s common stock on December 31, 2024. |

  338. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The RSUs reported in this row vest over three years, with one-third of the underlying shares vesting on the first anniversary of the grant date, and the remainder vesting quarterly thereafter, generally subject to the NEO’s continued employment with us through the applicable vesting date. |

  339. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) One-half of the shares subject to these service-based RSUs vest on the first anniversary of the grant date, with the remainder vesting on the second anniversary of the grant date, generally subject to the NEO’s continued employment with us through the applicable vesting date. |

  340. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The amounts reported in this row assume performance goal achievement of 200% for the 2023-2025 PBRSU awards granted in 2023. The PBRSU awards vest based on PayPal’s performance over the three-year performance period with respect to the FX-neutral revenue CAGR and free cash flow CAGR goals. PBRSUs earned based on Company performance will become fully vested on March 1, 2026, generally subject to the NEO’s continued employment with us through the vesting date. |

  341. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The amounts reported in this row assume performance goal achievement of 200% for the 2024-2026 PBRSUs granted in 2024. The 2024-2026 PBRSUs vest based on PayPal’s rTSR, measured against the S&P 500 over 12-, 24-, and 36-month measurement periods, subject to an overall cap of 100% in the event of a negative 36-month TSR (the “Performance Cap Condition”). rTSR performance for the 12-month (calendar year 2024) measurement period was achieved at the 84th percentile, such that one-third of the 2024-2026 PBRSUs will performance vest at 200% of target if the Performance Cap Condition is not triggered at the end of the 36-month measurement period. PBRSUs earned based on Company performance will become fully vested on March 1, 2027, generally subject to the NEO’s continued employment with us through the vesting date. |

  342. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) The RSUs reported in this row vest as to 100% of the underlying shares on the first anniversary of the grant date, generally subject to the NEO’s continued employment with us through the vesting date. |

  343. 2024 Outstanding Equity Awards at Fiscal Year-End Table

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  344. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Option Exercises and Stock Vested Table

  345. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth the number of shares acquired, and the value realized, upon exercise of stock options and the vesting of stock awards by each of our NEOs for the fiscal year ended December 31, 2024. None of our NEOs held stock options during the fiscal year ended December 31, 2024.

  346. 2024 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alex Chriss | 188,931 | 14,970,308 | | Jamie Miller | 48,022 | 4,370,962 | | Suzan Kereere | — | — | | Diego Scotti | — | — | | Aaron Webster | — | — |

  347. 2024 Option Exercises and Stock Vested Table

    | (1) Value realized for stock awards is calculated based on the closing price per share on each applicable vesting date. |

  348. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table All NEOs are eligible to participate in the DCP; however, none of our NEOs elected to participate in the DCP in 2024. For more information, see the section titled “Deferred Compensation Plan” in the CD&A.

  349. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table Under the Executive Severance Plan, each actively employed NEO is eligible to receive payments and benefits under the circumstances described below. The Executive Severance Plan was amended and restated effective as of July 24, 2024. The terms of the amended and restated Executive Severance Plan apply to all of our actively employed NEOs, with the exception of Ms. Miller, who has a contractual entitlement under her offer letter to the severance benefits provided under the prior Executive Severance Plan for a period of three years from her start date. The following table, footnotes, and narrative set forth our payment obligations under the Executive Severance Plan for each of our NEOs, under the circumstances described below, assuming that their employment was terminated or a change in control of PayPal occurred on December 31, 2024. The terms “cause,” “disability,” and “good reason” used below are defined in the Executive Severance Plan and the term “change in control” used below is defined in the Equity Plan. Because our executive compensation program is heavily weighted towards equity-based compensation, a significant percentage of the compensation that would be received by our NEOs upon a termination of employment under the circumstances described below relates to the settlement of outstanding equity awards. See the 2024 Outstanding Equity Awards at Fiscal Year-End Table above for further information regarding outstanding equity awards granted to the NEOs in 2024 and in prior years.

  350. Potential Payments Upon Termination or Change in Control Table

    | Name | Voluntary Termination or Retirement ($)(a)(1) | Involuntary Termination Outside of Change in Control Period ($)(b)(1) | Involuntary Termination Within Change in Control Period ($)(c)(1) | Death or Disability ($)(d)(1) | | Alex Chriss | — | 20,735,944 | 59,748,094 | 47,212,121 | | Jamie Miller | — | 8,520,398 | 22,239,631 | 17,005,239 | | Suzan Kereere | — | 17,249,041 | 33,213,523 | 15,531,054 | | Diego Scotti | — | 6,849,143 | 22,849,900 | 5,131,157 | | Aaron Webster | — | 8,768,862 | 22,759,993 | 7,051,105 |

  351. Potential Payments Upon Termination or Change in Control Table

    | (1) The value of equity compensation included in this table is calculated based on $85.35 per share, the closing price of PayPal’s common stock on December 31, 2024, assuming target achievement of performance goals attributable to outstanding PBRSUs. Amounts do not take into account potential reductions due to the “best net pay” provision in the Executive Severance Plan. |

  352. Potential Payments Upon Termination or Change in Control Table

    | 72 | 2025 Proxy Statement |

  353. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  354. Pay versus Performance

    Pay versus Performance The following Pay versus Performance table sets forth information regarding PayPal’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with Item 402(v) of Regulation S-K. Amounts included as “compensation actually paid” do not represent the value of cash compensation and equity awards actually received by the NEOs, but rather are amounts calculated under SEC rules that include, among other things, the year-over-year changes in the “fair value” of unvested equity-based awards. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the CD&A.

  355. Pay versus Performance

    | Year 1 | Summary Compensation Table Total for PEO (Chriss) ($) 2 | Summary Compensation Table Total for PEO (Schulman) ($) 2 | Compensation Actually Paid to PEO (Chriss) ($) 3 | Compensation Actually Paid to PEO (Schulman) ($) 3 | Average Summary Compensation Table Total for Non-PEO NEOs ($) 2 | Average Compensation Actually Paid to Non-PEO NEOs ($) 3 | Value of Initial Fixed $100 Investment Based On: 4 | | Net Income ($ Billions) | Transaction Margin Dollars ($ Billions) 6 | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) 5 | | | | 2024 | 6,658,527 | — | 35,181,425 | — | 19,520,806 | 30,276,847 | 79 | 190 | 4.147 | 14.658 | | 2023 | 41,916,754 | 22,138,954 | 46,350,840 | 18,991,635 | 10,976,852 | 9,423,987 | 57 | 151 | 4.246 | 13.704 | | 2022 | — | 21,957,922 | — | (87,002,457) | 10,367,818 | (13,358,744) | 66 | 109 | 2.419 | 13.773 | | 2021 | — | 32,070,353 | — | 13,504,312 | 14,799,891 | 10,020,976 | 174 | 165 | 4.169 | 13.996 | | 2020 | — | 23,362,072 | — | 191,128,954 | 9,184,457 | 50,894,687 | 217 | 153 | 4.202 | 11.779 |

  356. Pay versus Performance

    | 1 | Mr. Chriss served as the Principal Executive Officer (“PEO”) from and after September 27, 2023 and for the entirety of 2024. Mr. Schulman served as the PEO in 2023 from January 1 through September 26 and for the entirety of 2022, 2021 and 2020. PayPal’s non-PEO NEOs for the applicable years were as follows: |

  357. Pay versus Performance

    | • | 2024: Mses. Jamie Miller and Suzan Kereere and Messrs. Diego Scotti and Aaron Webster |

  358. Pay versus Performance

    | • | 2023: Messrs. Aaron Karczmer, John Kim, and Blake Jorgensen, and Mses. Jamie Miller, Peggy Alford, Michelle Gill, and Gabrielle Rabinovitch |

  359. Pay versus Performance

    | • | 2022: Messrs. Blake Jorgensen, John D. Rainey, Mark Britto, Jonathan Auerbach, and Aaron Karczmer, and Mses. Gabrielle Rabinovitch and Peggy Alford |

  360. Pay versus Performance

    | • | 2021: Messrs. John D. Rainey, Mark Britto, and Jonathan Auerbach and Ms. Louise Pentland |

  361. Pay versus Performance

    | • | 2020: Messrs. John D. Rainey and Aaron Karczmer and Mses. Peggy Alford and Louise Pentland |

  362. Pay versus Performance

    | 2 | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Chriss or Mr. Schulman, as applicable and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for PayPal’s non-PEO NEOs reported for that applicable year, respectively. |

  363. Pay versus Performance

    | 3 | To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Chriss and for the average of the non-PEO NEOs for 2024 is set forth following the footnotes to this table. |

  364. Pay versus Performance

    | 4 | Pursuant to SEC rules, the comparison assumes $100 was invested on December 31, 2019 and that dividends were reinvested during the measurement period. Historical stock price performance is not necessarily indicative of future stock price performance. |

  365. Pay versus Performance

    | 5 | The Total Shareholder Return Peer Group consists of the companies included in the S&P Software and Services Select Industry Index. |

  366. Pay versus Performance

    | 6 | As noted in the CD&A, the Compensation Committee determined that transaction margin dollars was a key financial metric for PayPal’s performance and success and a driver of stockholder value creation for 2024. By using transaction margin dollars, together with the other performance goals used in our incentive programs, the Compensation Committee believes that the program reflected an appropriate balance with respect to incentivizing profitable growth and stockholder value creation. Transaction margin dollars represents net revenue, less transaction expenses and transaction & credit losses, as reported in PayPal’s 2024 Annual Report on Form 10-K. PayPal has designated transaction margin dollars as the Company-Selected Measure for 2024. |

  367. Pay versus Performance

    | 76 | 2025 Proxy Statement |

  368. Pay versus Performance

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

  369. Reconciliation of 2024 Compensation Actually Paid Adjustments

    Reconciliation of 2024 Compensation Actually Paid Adjustments

  370. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | Name | Summary Compensation Table Total ($) 1 | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($) 2 | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) 3 | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($) 4 | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested in the Fiscal Year ($) 5 | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years that Vested in the Fiscal Year ($) 6 | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year ($) 7 | Compensation Actually Paid ($) | | Mr. Chriss | 6,658,527 | — | — | 25,342,227 | — | 3,180,671 | — | 35,181,425 | | Non-PEO NEOs (Average) 8 | 19,520,806 | (13,904,059) | 23,729,830 | 574,787 | — | 355,483 | — | 30,276,847 |

  371. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 1 | For, Mr. Chriss, amounts shown represent Total Compensation as reported in the Summary Compensation Table for 2024. With respect to the non-PEO NEOs, amounts shown represent averages for 2024. |

  372. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 2 | Represents the grant date fair value of the stock awards granted during 2024, computed in accordance with the methodology used for financial reporting purposes. |

  373. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 3 | Represents the fair value as of 2024 fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  374. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 4 | Represents the change in fair value during fiscal year 2024 of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of fiscal year 2024, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of fiscal year 2024. |

  375. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 5 | Represents the fair value at vesting of the stock awards that were granted and vested during fiscal year 2024, computed in accordance with the methodology used for financial reporting purposes. |

  376. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 6 | Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and that vested during fiscal year 2024, computed in accordance with the methodology used for financial reporting purposes. |

  377. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 7 | Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in fiscal year 2024, computed in accordance with the methodology used for financial reporting purposes. |

  378. Reconciliation of 2024 Compensation Actually Paid Adjustments

    | 8 | See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year. |

  379. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures which, in our assessment, represent the most important financial performance measures used by PayPal to link compensation actually paid to the NEOs for 2024:

  380. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Transaction margin dollars |

  381. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Non-GAAP operating income |

  382. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | rTSR, compared to the S&P 500 |

  383. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Non-GAAP operating income is not a financial measure prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” to this proxy statement. See the CD&A for a further description of the metrics used in PayPal’s executive compensation program.

  384. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | 2025 Proxy Statement | 77 |

  385. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Relationship Between Pay and Performance

  386. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure

  387. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure We are providing the following information about the relationship of the total compensation of Mr. Chriss, our CEO, to the median of the annual total compensation of all our employees (other than Mr. Chriss), which we refer to as the “pay ratio.” We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2024, our last completed fiscal year, the median of the annual total compensation of all our employees (other than our CEO) was $95,903. The total compensation of our CEO was $6,658,527 (based on the assumptions used to determine the compensation reported in the “2024 Summary Compensation Table” in this proxy statement and reflecting that Mr. Chriss did not receive any equity awards in 2024). For 2024, we estimate that the pay ratio of the total compensation of our CEO to the median of the annual total compensation of all our employees is 69 to 1. We expect that Mr. Chriss will receive equity awards in future years, which will impact this ratio.