PAYPAL HOLDINGS, INC., DEF 14A filed on 4/21/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PAYPAL HOLDINGS, INC.
Entity Central Index Key 0001633917
v3.25.1
Pay vs Performance Disclosure
Unit_pure in Millions
3 Months Ended 9 Months Ended 12 Months Ended 60 Months Ended
Dec. 31, 2023
Sep. 26, 2023
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2024
Pay vs Performance Disclosure                
Pay vs Performance Disclosure, Table    
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.
 
                   
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  
 
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:
 
   
2024: Mses. Jamie Miller and Suzan Kereere and Messrs. Diego Scotti and Aaron Webster
 
   
2023: Messrs. Aaron Karczmer, John Kim, and Blake Jorgensen, and Mses. Jamie Miller, Peggy Alford, Michelle Gill, and Gabrielle Rabinovitch
 
   
2022: Messrs. Blake Jorgensen, John D. Rainey, Mark Britto, Jonathan Auerbach, and Aaron Karczmer, and Mses. Gabrielle Rabinovitch and Peggy Alford
 
   
2021: Messrs. John D. Rainey, Mark Britto, and Jonathan Auerbach and Ms. Louise Pentland
 
   
2020: Messrs. John D. Rainey and Aaron Karczmer and Mses. Peggy Alford and Louise Pentland
 
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.
 
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.
 
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.
 
5
 
The Total Shareholder Return Peer Group consists of the companies included in the S&P Software and Services Select Industry Index.
 
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.
 
 
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  
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
8
 
See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year.
         
Company Selected Measure Name     Transaction margin dollars          
Named Executive Officers, Footnote               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.
Peer Group Issuers, Footnote               The Total Shareholder Return Peer Group consists of the companies included in the S&P Software and Services Select Industry Index.
Adjustment To PEO Compensation, Footnote    
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  
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
8
 
See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year.
         
Non-PEO NEO Average Total Compensation Amount     $ 19,520,806 $ 10,976,852 $ 10,367,818 $ 14,799,891 $ 9,184,457  
Non-PEO NEO Average Compensation Actually Paid Amount     $ 30,276,847 9,423,987 (13,358,744) 10,020,976 50,894,687  
Adjustment to Non-PEO NEO Compensation Footnote    
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  
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
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.
 
8
 
See footnote 1 in the Pay versus Performance table above for the NEOs included in the average for each year.
         
Compensation Actually Paid vs. Total Shareholder Return    
Relationship Between Pay and Performance
We believe the compensation actually paid in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay for performance” as the compensation actually paid fluctuated year over year, primarily due to our stock performance and our varying levels of achievement against pre-established performance goals under the AIP and PBRSU awards. The CD&A describes the Compensation Committee’s emphasis on “pay for performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial objectives, as well as stockholder value creation. Because our executive compensation program incentivizes and rewards executives primarily through long-term incentives in the form of PBRSU and RSU equity awards, the compensation actually paid is most significantly impacted by changes in our stock price over the vesting period of the awards.
 
 
LOGO
         
Compensation Actually Paid vs. Net Income     LOGO          
Compensation Actually Paid vs. Company Selected Measure     LOGO          
Total Shareholder Return Vs Peer Group    
Relationship Between Pay and Performance
We believe the compensation actually paid in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay for performance” as the compensation actually paid fluctuated year over year, primarily due to our stock performance and our varying levels of achievement against pre-established performance goals under the AIP and PBRSU awards. The CD&A describes the Compensation Committee’s emphasis on “pay for performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial objectives, as well as stockholder value creation. Because our executive compensation program incentivizes and rewards executives primarily through long-term incentives in the form of PBRSU and RSU equity awards, the compensation actually paid is most significantly impacted by changes in our stock price over the vesting period of the awards.
 
 
LOGO
         
Tabular List, Table    
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:
 
   
Transaction margin dollars
 
   
Non-GAAP operating income
 
   
rTSR, compared to the S&P 500
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.
         
Total Shareholder Return Amount     $ 79 57 66 174 217  
Peer Group Total Shareholder Return Amount     190 151 109 165 153  
Net Income (Loss)     $ 4,147,000,000 $ 4,246,000,000 $ 2,419,000,000 $ 4,169,000,000 $ 4,202,000,000  
Company Selected Measure Amount     14,658 13,704 13,773 13,996 11,779  
Measure:: 1                
Pay vs Performance Disclosure                
Name     Transaction margin dollars          
Measure:: 2                
Pay vs Performance Disclosure                
Name     Non-GAAP operating income          
Non-GAAP Measure Description     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.          
Measure:: 3                
Pay vs Performance Disclosure                
Name     rTSR, compared to the S&P 500          
Mr. Chriss [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     $ 6,658,527 $ 41,916,754 $ 0 $ 0 $ 0  
PEO Actually Paid Compensation Amount     $ 35,181,425 46,350,840 0 0 0  
PEO Name Mr. Chriss   Mr. Chriss          
Mr. Schulman [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     $ 0 22,138,954 21,957,922 32,070,353 23,362,072  
PEO Actually Paid Compensation Amount     0 $ 18,991,635 $ (87,002,457) $ 13,504,312 $ 191,128,954  
PEO Name   Mr. Schulman     Mr. Schulman Mr. Schulman Mr. Schulman  
PEO | Mr. Chriss [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
PEO | Mr. Chriss [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
PEO | Mr. Chriss [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     25,342,227          
PEO | Mr. Chriss [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
PEO | Mr. Chriss [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     3,180,671          
PEO | Mr. Chriss [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     (13,904,059)          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     23,729,830          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     574,787          
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     355,483          
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     $ 0          
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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:
 
   
Annual equity awards are granted on March 1
st
of each year.
 
   
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.
 
   
Off-cycle equity awards, including retention and promotion awards, are also granted on the 15
th
of the month.
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.
Award Timing Method
   
Annual equity awards are granted on March 1
st
of each year.
 
   
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.
 
   
Off-cycle equity awards, including retention and promotion awards, are also granted on the 15
th
of the month.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true