PAYPAL HOLDINGS, INC., DEF 14A filed on 4/7/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
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
v3.26.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 26, 2023
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
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
($ Millions)
   
Transaction
Margin
Dollars
($ Millions)
6
 
 
Total
Shareholder
Return ($)
   
 
Peer Group
Total
Shareholder
Return ($)
5
 
2025
    25,243,486             (7,470,322           13,232,443       (2,424,860     25       122       5,233       15,466  
2024
    6,658,527             35,181,425             19,520,806       30,276,847       36       123       4,147       14,658  
2023
    41,916,754       22,138,954       46,350,840       18,991,635       10,976,852       9,423,987       26       98       4,246       13,704  
2022
          21,957,922             (87,002,457     10,367,818       (13,358,744     30       71       2,419       13,773  
2021
          32,070,353             13,504,312       14,799,891       10,020,976       81       108       4,169       13,996  
 
1
 
Mr. Chriss served as the Principal Executive Officer (“PEO”) from and after September 27, 2023 and for the entirety of 2024 and 2025. Mr. Schulman served as the Principal Executive Officer (“PEO”) in 2023 from January 1 through September 26 and for the entirety of 2021 and 2022. PayPal’s
non-PEO
NEOs for the applicable years were as follows:
 
   
2025: Mses. Jamie Miller, Michelle Gill, and Suzan Kereere and Messrs. Frank Keller and Diego Scotti
 
   
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
 
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 2025 is set forth following the footnotes to this table.
 
4
 
Pursuant to SEC rules, the comparison assumes $100 was invested on December 31, 2020 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 driver of stockholder value creation for 2025. 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 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. PayPal has designated transaction margin dollars as the Company-Selected Measure for 2025.
 
 
Reconciliation of 2025 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
   
Plus Value of
Dividends or
Other
Earnings Paid
on Equity
Awards Not
Otherwise
Reflected in
Total
Compensation
($)
8
   
Compensation
Actually Paid
($)
 
Mr. Chriss
    25,243,486       (23,365,294     13,011,450       (19,774,933           (2,585,031                 (7,470,322
Non-PEO
NEOs (Average)
    13,232,443       (11,432,348     6,366,341       (9,732,524           (858,772                 (2,424,860
 
1
 
For Mr. Chriss, amount shown represents total compensation as reported in the Summary Compensation Table for 2025. With respect to the
non-PEO
NEOs, amount shown represents averages for 2025.
 
2
 
Represents the grant date fair value of the stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes.
 
3
 
Represents the fair value as of 2025 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 2025 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 2025, 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 2025.
 
5
 
Represents the fair value at vesting of the stock awards that were granted and vested during fiscal year 2025, 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 2025, 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 2025, computed in accordance with the methodology used for financial reporting purposes.
 
8
 
Represents the dollar value of dividends or other earnings paid on stock awards in fiscal year 2025 prior to the vesting date that are not otherwise included in the total compensation for fiscal year 2025.
       
Company Selected Measure Name     Transaction margin dollars        
Named Executive Officers, Footnote    
1
 
Mr. Chriss served as the Principal Executive Officer (“PEO”) from and after September 27, 2023 and for the entirety of 2024 and 2025. Mr. Schulman served as the Principal Executive Officer (“PEO”) in 2023 from January 1 through September 26 and for the entirety of 2021 and 2022. PayPal’s
non-PEO
NEOs for the applicable years were as follows:
 
   
2025: Mses. Jamie Miller, Michelle Gill, and Suzan Kereere and Messrs. Frank Keller and Diego Scotti
 
   
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
       
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 2025 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
   
Plus Value of
Dividends or
Other
Earnings Paid
on Equity
Awards Not
Otherwise
Reflected in
Total
Compensation
($)
8
   
Compensation
Actually Paid
($)
 
Mr. Chriss
    25,243,486       (23,365,294     13,011,450       (19,774,933           (2,585,031                 (7,470,322
Non-PEO
NEOs (Average)
    13,232,443       (11,432,348     6,366,341       (9,732,524           (858,772                 (2,424,860
 
1
 
For Mr. Chriss, amount shown represents total compensation as reported in the Summary Compensation Table for 2025. With respect to the
non-PEO
NEOs, amount shown represents averages for 2025.
 
2
 
Represents the grant date fair value of the stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes.
 
3
 
Represents the fair value as of 2025 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 2025 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 2025, 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 2025.
 
5
 
Represents the fair value at vesting of the stock awards that were granted and vested during fiscal year 2025, 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 2025, 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 2025, computed in accordance with the methodology used for financial reporting purposes.
 
8
 
Represents the dollar value of dividends or other earnings paid on stock awards in fiscal year 2025 prior to the vesting date that are not otherwise included in the total compensation for fiscal year 2025.
       
Non-PEO NEO Average Total Compensation Amount     $ 13,232,443 $ 19,520,806 $ 10,976,852 $ 10,367,818 $ 14,799,891
Non-PEO NEO Average Compensation Actually Paid Amount     $ (2,424,860) 30,276,847 9,423,987 (13,358,744) 10,020,976
Adjustment to Non-PEO NEO Compensation Footnote    
Reconciliation of 2025 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
   
Plus Value of
Dividends or
Other
Earnings Paid
on Equity
Awards Not
Otherwise
Reflected in
Total
Compensation
($)
8
   
Compensation
Actually Paid
($)
 
Mr. Chriss
    25,243,486       (23,365,294     13,011,450       (19,774,933           (2,585,031                 (7,470,322
Non-PEO
NEOs (Average)
    13,232,443       (11,432,348     6,366,341       (9,732,524           (858,772                 (2,424,860
 
1
 
For Mr. Chriss, amount shown represents total compensation as reported in the Summary Compensation Table for 2025. With respect to the
non-PEO
NEOs, amount shown represents averages for 2025.
 
2
 
Represents the grant date fair value of the stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes.
 
3
 
Represents the fair value as of 2025 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 2025 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 2025, 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 2025.
 
5
 
Represents the fair value at vesting of the stock awards that were granted and vested during fiscal year 2025, 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 2025, 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 2025, computed in accordance with the methodology used for financial reporting purposes.
 
8
 
Represents the dollar value of dividends or other earnings paid on stock awards in fiscal year 2025 prior to the vesting date that are not otherwise included in the total compensation for fiscal year 2025.
       
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 2025:
 
   
Transaction margin dollars
 
   
Non-GAAP
operating income
 
   
rTSR, measured compared to the S&P 500
 
 
Transaction margin dollars and
non-GAAP
operating income are not financial measures 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.
       
Total Shareholder Return Amount     $ 25 36 26 30 81
Peer Group Total Shareholder Return Amount     122 123 98 71 108
Net Income (Loss)     $ 5,233,000,000 $ 4,147,000,000 $ 4,246,000,000 $ 2,419,000,000 $ 4,169,000,000
Company Selected Measure Amount     15,466,000,000 14,658,000,000 13,704,000,000 13,773,000,000 13,996,000,000
Measure:: 1              
Pay vs Performance Disclosure              
Name     Transaction margin dollars        
Non-GAAP Measure Description     Transaction margin dollars and
non-GAAP
operating income are not financial measures 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:: 2              
Pay vs Performance Disclosure              
Name     Non-GAAP operating income        
Non-GAAP Measure Description     Transaction margin dollars and
non-GAAP
operating income are not financial measures 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, measured compared to the S&P 500        
Mr. Chriss [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 25,243,486 $ 6,658,527 $ 41,916,754 $ 0 $ 0
PEO Actually Paid Compensation Amount     $ (7,470,322) $ 35,181,425 46,350,840 0 0
PEO Name Mr. Chriss   Mr. Chriss Mr. Chriss      
Mr. Schulman [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 0 $ 0 22,138,954 21,957,922 32,070,353
PEO Actually Paid Compensation Amount     0 $ 0 $ 18,991,635 $ (87,002,457) $ 13,504,312
PEO Name   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     (23,365,294)        
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     13,011,450        
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     (19,774,933)        
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     (2,585,031)        
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        
PEO | Mr. Chriss [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for 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     (11,432,348)        
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     6,366,341        
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     (9,732,524)        
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     (858,772)        
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        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
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 our CEO), 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
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true