PAYPAL HOLDINGS, INC., DEF 14A filed on 4/9/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
12 Months Ended
Dec. 31, 2023
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
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 26, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
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 SEC disclosure rules.
Amounts included as “compensation actually paid” do not represent the value of cash compensation and equity awards actually received by the NEOs, but rather is an amount calculated under SEC rules that includes, among other things, the year-over-year changes in the “fair value” of unvested equity-based awards. For 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
2
(Chriss) ($)
   
Summary
Compensation
Table Total for
PEO
2

(Schulman) ($)
   
Compensation
Actually Paid
to PEO
3
(Chriss)($)
   
Compensation
Actually Paid
to PEO
3

(Schulman) ($)
   
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)
   
Revenue
6

($ millions)
 
 
Total
Shareholder
Return ($)
   
Peer Group
Total
Shareholder
Return
5
 ($)
 
2023
    41,916,754       22,138,954       46,350,840       18,991,635       10,976,852       9,423,987       57       151       4,246       29,771  
2022
    0       21,957,922       0       -87,002,457       10,367,818       -13,358,744       66       109       2,419       27,518  
2021
    0       32,070,353       0       13,504,312       14,799,891       10,020,976       174       165       4,169       25,371  
2020
    0       23,362,072       0       191,128,954       9,184,457       50,894,687       217       153       4,202       21,454  
 
1
 
Mr. Chriss served as the Principal Executive Officer (“PEO”) from and after September 27, 2023. Mr. Schulman served as the Principal Executive Officer (“PEO”) in 2023 from January 1 through September 26 and for
the
entirety of 2022, 2021 and 2022. PayPal’s other NEOs for the applicable years were as follows:
 
 
2023: Messrs. Karczmer, Kim and Jorgensen, and Mses. Miller, Alford, Gill and Rabinovitch
 
 
2022: Messrs. Jorgensen, Rainey, Britto, Auerbach and Karczmer, and Mses. Rabinovitch and Alford.
 
 
2021: Messrs. Rainey, Britto and Auerbach and Ms. Louise Pentland.
 
 
2020: Messrs. Rainey and Karczmer and Mses. Alford and 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, Mr. Schulman and for the average of the other NEOs 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 revenue was a key financial metric for PayPal’s performance and success and driver of stockholder value creation for 2023. By using revenue, 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
top-line
growth, profitability and cash flow generation. Revenue is as reported in PayPal’s 2023 Annual Report on Form
10-K.
PayPal has designated revenue as the Company-Selected Measure for 2023.
 
Reconciliation of Compensation Actually Paid Adjustments
 
Year
 
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
During Fiscal
Year
5
 ($)
   
Plus/(Minus)
Change in Fair
Value as of
Vesting Date
of Stock
Awards
Granted in
Prior Years for
which
Applicable
Vesting
Conditions
Were
Satisfied
During Fiscal
Year
6
 ($)
   
(Minus)
Fair Value as
of Prior Fiscal
Year-End
of
Stock Awards
Granted in
Prior Fiscal
Years that
Failed to Meet
Applicable
Vesting
Conditions
During Fiscal
Year
7
($)
   
Equals
Compensation
Actually Paid($)
 
Mr. Chriss
 
2023
    41,916,754       (41,137,646     45,571,732       0       0       0       0       46,350,840  
 
Mr. Schulman
 
2023
    22,138,954       (20,020,698     11,518,790       (601,647     4,939,284       1,016,952       0       18,991,635  
2022
    21,957,922       (20,182,730     6,295,563       (61,560,303     -       (33,512,909     -       (87,002,457
2021
    32,070,353       (29,920,381     25,010,046       (30,072,494     -       16,416,789       -       13,504,312  
2020
    23,362,072       (20,957,193     61,706,781       126,774,395       -       242,899         191,128,954  
 
Other NEOs (Average)
8
 
2023
    10,976,852       (8,917,996     7,946,593       (199,285     0       (64,301     (317,875     9,423,987  
2022
    10,367,818       (8,894,035     3,444,983       (8,905,483     -       (5,839,653     (3,532,373     (13,358,744
2021
    14,799,891       (13,803,096     10,435,216       (6,428,838     -       5,017,803       -       10,020,976  
2020
    9,184,457       (7,819,391     22,989,423       26,461,003       -       79,195       -       50,894,687  
 
1
 
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.
2
 
Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
3
 
Represents the fair value as of the indicated 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 the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, 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 the fiscal year.
5
 
Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, 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 the indicated fiscal year, 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 the indicated fiscal year, 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     revenue      
Named Executive Officers, Footnote    
1
 
Mr. Chriss served as the Principal Executive Officer (“PEO”) from and after September 27, 2023. Mr. Schulman served as the Principal Executive Officer (“PEO”) in 2023 from January 1 through September 26 and for
the
entirety of 2022, 2021 and 2022. PayPal’s other NEOs for the applicable years were as follows:
 
 
2023: Messrs. Karczmer, Kim and Jorgensen, and Mses. Miller, Alford, Gill and Rabinovitch
 
 
2022: Messrs. Jorgensen, Rainey, Britto, Auerbach and Karczmer, and Mses. Rabinovitch and Alford.
 
 
2021: Messrs. Rainey, Britto and Auerbach and Ms. Louise Pentland.
 
 
2020: Messrs. Rainey and Karczmer and Mses. Alford and 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 Compensation Actually Paid Adjustments
 
Year
 
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
During Fiscal
Year
5
 ($)
   
Plus/(Minus)
Change in Fair
Value as of
Vesting Date
of Stock
Awards
Granted in
Prior Years for
which
Applicable
Vesting
Conditions
Were
Satisfied
During Fiscal
Year
6
 ($)
   
(Minus)
Fair Value as
of Prior Fiscal
Year-End
of
Stock Awards
Granted in
Prior Fiscal
Years that
Failed to Meet
Applicable
Vesting
Conditions
During Fiscal
Year
7
($)
   
Equals
Compensation
Actually Paid($)
 
Mr. Chriss
 
2023
    41,916,754       (41,137,646     45,571,732       0       0       0       0       46,350,840  
 
Mr. Schulman
 
2023
    22,138,954       (20,020,698     11,518,790       (601,647     4,939,284       1,016,952       0       18,991,635  
2022
    21,957,922       (20,182,730     6,295,563       (61,560,303     -       (33,512,909     -       (87,002,457
2021
    32,070,353       (29,920,381     25,010,046       (30,072,494     -       16,416,789       -       13,504,312  
2020
    23,362,072       (20,957,193     61,706,781       126,774,395       -       242,899         191,128,954  
 
Other NEOs (Average)
8
 
2023
    10,976,852       (8,917,996     7,946,593       (199,285     0       (64,301     (317,875     9,423,987  
2022
    10,367,818       (8,894,035     3,444,983       (8,905,483     -       (5,839,653     (3,532,373     (13,358,744
2021
    14,799,891       (13,803,096     10,435,216       (6,428,838     -       5,017,803       -       10,020,976  
2020
    9,184,457       (7,819,391     22,989,423       26,461,003       -       79,195       -       50,894,687  
 
1
 
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.
2
 
Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
3
 
Represents the fair value as of the indicated 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 the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, 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 the fiscal year.
5
 
Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, 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 the indicated fiscal year, 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 the indicated fiscal year, 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     $ 10,976,852 $ 10,367,818 $ 14,799,891 $ 9,184,457
Non-PEO NEO Average Compensation Actually Paid Amount     $ 9,423,987 (13,358,744) 10,020,976 50,894,687
Adjustment to Non-PEO NEO Compensation Footnote    
Reconciliation of Compensation Actually Paid Adjustments
 
Year
 
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
During Fiscal
Year
5
 ($)
   
Plus/(Minus)
Change in Fair
Value as of
Vesting Date
of Stock
Awards
Granted in
Prior Years for
which
Applicable
Vesting
Conditions
Were
Satisfied
During Fiscal
Year
6
 ($)
   
(Minus)
Fair Value as
of Prior Fiscal
Year-End
of
Stock Awards
Granted in
Prior Fiscal
Years that
Failed to Meet
Applicable
Vesting
Conditions
During Fiscal
Year
7
($)
   
Equals
Compensation
Actually Paid($)
 
Mr. Chriss
 
2023
    41,916,754       (41,137,646     45,571,732       0       0       0       0       46,350,840  
 
Mr. Schulman
 
2023
    22,138,954       (20,020,698     11,518,790       (601,647     4,939,284       1,016,952       0       18,991,635  
2022
    21,957,922       (20,182,730     6,295,563       (61,560,303     -       (33,512,909     -       (87,002,457
2021
    32,070,353       (29,920,381     25,010,046       (30,072,494     -       16,416,789       -       13,504,312  
2020
    23,362,072       (20,957,193     61,706,781       126,774,395       -       242,899         191,128,954  
 
Other NEOs (Average)
8
 
2023
    10,976,852       (8,917,996     7,946,593       (199,285     0       (64,301     (317,875     9,423,987  
2022
    10,367,818       (8,894,035     3,444,983       (8,905,483     -       (5,839,653     (3,532,373     (13,358,744
2021
    14,799,891       (13,803,096     10,435,216       (6,428,838     -       5,017,803       -       10,020,976  
2020
    9,184,457       (7,819,391     22,989,423       26,461,003       -       79,195       -       50,894,687  
 
1
 
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.
2
 
Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
3
 
Represents the fair value as of the indicated 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 the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, 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 the fiscal year.
5
 
Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, 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 the indicated fiscal year, 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 the indicated fiscal year, 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    
LOGO
     
Compensation Actually Paid vs. Net Income    
LOGO
     
Compensation Actually Paid vs. Company Selected Measure    
LOGO
     
Total Shareholder Return Vs Peer Group    
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 2023:
 
 
 
revenue
 
 
 
non-GAAP
operating margin
 
 
 
free cash flow
See the CD&A for a further description of the metrics used in PayPal’s executive compensation program.
     
Total Shareholder Return Amount     $ 57 66 174 217
Peer Group Total Shareholder Return Amount     151 109 165 153
Net Income (Loss)     $ 4,246,000,000 $ 2,419,000,000 $ 4,169,000,000 $ 4,202,000,000
Company Selected Measure Amount     29,771,000,000 27,518,000,000 25,371,000,000 21,454,000,000
PEO Name Mr. Chriss          
Measure:: 1            
Pay vs Performance Disclosure            
Name     revenue      
Measure:: 2            
Pay vs Performance Disclosure            
Name     non-GAAP operating margin      
Measure:: 3            
Pay vs Performance Disclosure            
Name     free cash flow      
Mr. Chriss [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 41,916,754 $ 0 $ 0 $ 0
PEO Actually Paid Compensation Amount     46,350,840 0 0 0
Mr. Schulman [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     22,138,954 21,957,922 32,070,353 23,362,072
PEO Actually Paid Compensation Amount     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] | Grant Date Fair Value Of Stock Awards Granted In Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (41,137,646)      
PEO | Mr. Chriss [Member] | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     45,571,732      
PEO | Mr. Chriss [Member] | Change In Fair Value Of Outstanding And Unvested Stock Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Mr. Chriss [Member] | Fair Value At Vesting Of Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Mr. Chriss [Member] | Change In Fair Value As Of Vesting Date Of Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Mr. Chriss [Member] | Fair Value As Of Prior Fiscal YearEnd Of Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Mr. Schulman [Member] | Grant Date Fair Value Of Stock Awards Granted In Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (20,020,698) $ (20,182,730) $ (29,920,381) $ (20,957,193)
PEO | Mr. Schulman [Member] | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     11,518,790 6,295,563 25,010,046 61,706,781
PEO | Mr. Schulman [Member] | Change In Fair Value Of Outstanding And Unvested Stock Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (601,647) (61,560,303) (30,072,494) 126,774,395
PEO | Mr. Schulman [Member] | Fair Value At Vesting Of Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     4,939,284      
PEO | Mr. Schulman [Member] | Change In Fair Value As Of Vesting Date Of Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     1,016,952 (33,512,909) 16,416,789 242,899
PEO | Mr. Schulman [Member] | Fair Value As Of Prior Fiscal YearEnd Of Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
Non-PEO NEO | Grant Date Fair Value Of Stock Awards Granted In Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (8,917,996) (8,894,035) (13,803,096) (7,819,391)
Non-PEO NEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     7,946,593 3,444,983 10,435,216 22,989,423
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Stock Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (199,285) (8,905,483) (6,428,838) 26,461,003
Non-PEO NEO | Fair Value At Vesting Of Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (64,301) (5,839,653) $ 5,017,803 $ 79,195
Non-PEO NEO | Fair Value As Of Prior Fiscal YearEnd Of Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ (317,875) $ (3,532,373)