2023 Notice of Annual Meeting of Stockholders and Proxy Statement 2022 Annual Report

Our Two-sided Platform Serves Merchants and Consumers Merchants Power all aspects of digital checkout online and in store Provide access to seamless credit solutions to enable growth Protect against fraud and improve risk management Offer tools and insights to attract new customers and increase sales Consumers Help people manage and move money domestically and internationally Offer credit and installment pay services that are accessible and cost effective Facilitate simple, secure payments across devices Deliver flexibility with payment options globally, across platforms and merchants Our Payment Solutions Checkout                 Processing Digital Wallets     Consumer Financial Services P2P Savings Giving Crypto Bill Pay Credit and Debit Cards Shopping and Rewards Rewards Deals Loyalty Merchant Services     Risk Management and Fraud Protection Payouts 2022 Key Performance Metrics Growing Payment Volume: $1.36 Trillion of Total Payment Volume    9% from 2021 Increasing Activity: 22.3 Billion Payment Transactions    16% from 2021 Expanding Network Scale: Active Accounts of 435 Million    2% from 2021

				Message from Our President and CEO

Dear Colleagues, Customers, Partners and Stockholders:

In 2022, PayPal continued to navigate a global macroeconomic environment marked by high levels of disruption and uncertainty. A slowing economy, inflation and geopolitical unrest put significant pressure on both consumers and businesses around the world. Despite this backdrop, we again rose to every challenge and opportunity presented over the past year, and I could not be prouder of our team’s work.

We have taken many essential steps to right-size our cost structure, streamline our operating model and sharpen our focus, and we believe this has set the stage for our next phase of growth. While some of these decisions have been difficult, we have made significant progress in our transformation efforts, and our fourth quarter results demonstrate that we hit a positive inflection point at the end of 2022. Although many of the challenges that we faced last year will continue into 2023, I’m more confident than ever that PayPal is poised to emerge from this period in a position of increased strength.

Looking Ahead

Looking forward to 2023 and beyond, I want to reiterate the key priorities that will ultimately enable us to better serve our customers, leverage our competitive advantages to increase our market share and deliver long-term, sustainable growth for our stockholders. First, branded checkout is at the core of what we do, and continually improving this experience will remain our highest priority. Next, we are building on the redesign of our digital wallets that we undertook last year to
innovate and improve our current offerings – including Buy Now, Pay Later and Rewards – to provide even more value for our customers. We are also continuing our work to extend our platform into in-person contexts, so that customers have a seamless experience between our PayPal and Venmo branded cards and our apps. We are doubling down on Braintree, and fully ramping PayPal Complete Payments to provide powerful payment processing capabilities to merchants of all sizes. Lastly, we are continuing to strengthen foundational capabilities that enable and support our expanding value proposition for both consumers and merchants to ensure that our technical infrastructure and collaboration tools remain best-in-class.

My Retirement as CEO of PayPal

As I shared in early February, I informed the Board that I plan to retire as PayPal’s President and CEO at the end of this year. I plan to devote more time to my passions outside of the workplace. When I joined PayPal in 2014 – then part of eBay – I was looking for a company with passionate, engaged employees who wanted to make a real difference. Looking back, it is incredible to reflect on the tremendous growth that we have achieved together since PayPal became an independent, publicly traded company. Since that time almost nine years ago, our revenues, total payment volume and cash flow have roughly tripled in size. We have launched countless products, partnerships and improvements to better serve our customers and expand into new markets.

Today, we are empowering hundreds of millions of consumers and merchants to join and thrive in the global economy, and we’re contributing every day to expanding economic opportunity for customers and communities around the world. Together, we have established PayPal as the global leader in digital payments, one of the most trusted brands and a company that truly makes a difference in the world. The past year and a half has not been easy for our employees or shareholders as we adjusted to a more challenging macroeconomic environment and significant geopolitical uncertainty. Before I made the decision to move on to my next chapter, I wanted to be sure that PayPal had positive momentum and was well-positioned to deliver a strong year of performance. We have made considerable progress and I fully believe we have reached that point. I have complete trust in the Board to conduct a thorough search for the best possible leader and ensure a smooth, thoughtful transition – and I look forward to continuing to serve on the Board following the transition.

Profit and Purpose

PayPal is proof that profit and purpose go hand-in-hand and leading a company that delivers results for all of its stakeholders has truly been the highlight of my career. I am proud of the ways that we have leaned into the bold aspirations of our mission and our values to support our employees, customers and the broader communities in which we live, work and serve.

In the last year, we have continued to advance our employee financial wellness initiative to strengthen the financial security of our workforce. We provided financial wellness awards to hourly and entry-level employees and changed the vesting schedule of our restricted stock unit grants to give employees earlier and more frequent access to their shares. We introduced our Leadership Principles to help us grow as leaders and foster stronger connections between our teams – whether in-person or virtually. In 2023, we launched Global Collaboration Days where we regularly gather in our offices for formal and informal collaboration that complement our hybrid working model and preserves the flexibility that we know is important to our employees. Stronger connections between our teams, deep collaboration and professional development opportunities are all important elements to successfully executing against our strategic priorities.

We have also lived our mission and values, using the power of the PayPal platform and community to support our merchants, consumers and those in need. Since Russia invaded Ukraine more than one year ago, the PayPal community has rallied to provide aid to Ukrainians, and our own employees stepped up to expedite the expansion of PayPal services to Ukrainian customers. Over the past year, more than $600 million was donated on our platform to charities responding to the ongoing humanitarian crisis, and we have helped Ukrainian citizens receive and send more than $600 million in person-to-person payments and money transfers, for a total of $1.2 billion in monetary support facilitated through our platform. In the wake of the destructive earthquakes in Turkey and Syria, and the devastating effects of Hurricane Ian, we mobilized our customers and employees to launch disaster relief campaigns. In 2022 alone, we processed $20 billion for charitable organizations and causes, demonstrating the strength we have as a global community and the power of driving social impact through our core business.

Thank You

I want to extend my deepest gratitude to our talented employees – as well as the customers, partners, regulators and stockholders we work with every day – for their support over the past year and throughout my tenure at PayPal. It is an honor to lead this company and see the difference PayPal makes to expand opportunities within the global financial system and build a more inclusive digital economy. I am energized for the year ahead and excited to welcome a new leader, who I’m confident will build on all that we have accomplished over the years and continue to seize the immense opportunity ahead of us.

Thank you.

Dan Schulman

President and CEO, PayPal Holdings, Inc.

April 13, 2023

				Message from Our Independent Board Chair

Dear PayPal Stockholders:

In 2022, the Board actively worked with management to navigate the difficult macroeconomic environment to help ensure PayPal is well positioned for future growth. We also continued to proactively engage with stockholders and responsibly oversee strategy and risks for the Company. This was a year of transformation for PayPal, as we increased our operating discipline while continuing to invest in innovation at scale.

Board Composition & Oversight

Our Board’s balanced mix of diversity, skills and experience enables it to effectively perform its oversight responsibilities. In 2022, 50% of our Board members standing for election were women or from diverse ethnic groups. Our focus on diversity and inclusion extends to the Company’s current executive officers, 50% of whom are women and/or from diverse ethnic groups. We continually review and assess the skills and knowledge of our Board members and provide ongoing opportunities for director education on emerging trends. The Board also exercised its responsibility to oversee PayPal’s enterprise risk framework, including the evolution of its risk taxonomy in 2022. In addition, The Board continues to oversee PayPal’s environmental, social and governance (“ESG”) strategy and related risks and opportunities as a full Board and through its Board Committees.

Stakeholder Engagement

We regularly engage with our stockholders, customers, employees, regulators and other stakeholders to ensure that we understand and thoughtfully consider their perspectives and priorities. Throughout 2022, we engaged with investors as part of our extensive stockholder engagement program, reaching out to investors representing approximately 52% of our common stock, with 25% choosing to engage with PayPal throughout the year. These discussions provide the Board and management with invaluable perspectives, insights and feedback. We look forward to our continued dialogues with our stockholders and other stakeholders.

Succession Planning

In February, Dan Schulman announced his intention to retire as President and CEO at year-end. On behalf of the Board, I would like to acknowledge the positive and lasting impact Dan has made on PayPal and our people. Under his leadership, PayPal has become one of the world’s most trusted brands and a leader in digital payments and commerce, delivering value for our stockholders and other stakeholders. We thank Dan for his nearly nine years of service and his commitment to supporting a smooth transition as we conduct a thorough and rigorous search to identify his successor. We look forward to Dan’s continued service as a vital member of PayPal’s Board of Directors, providing oversight of the persistent execution of our mission and vision.

On behalf of our Board, thank you for your investment in PayPal. I look forward to discussing these developments further with you at the 2023 Annual Meeting on May 24, which will be held via live webcast at www.virtualshareholdermeeting.com/PYPL2023.

Sincerely yours,

John J. Donahoe

Independent Board Chair

April 13, 2023

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, new or planned features or services, mergers or acquisitions, or management strategies). These forward-looking statements can be identified by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “continue,” “strategy,” “future,” “opportunity,” “plan,” “project,” “forecast” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results and financial condition to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed in the “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We do not intend, and undertake no obligation except as required by law, to update any of our forward-looking statements after the date of this proxy statement to reflect actual results, new information or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Incorporation By Reference

All website addresses contained in this proxy statement are intended to provide inactive, textual references only. The content on, or accessible through, any website identified in this proxy statement is not a part of, and is not incorporated by reference into, this proxy statement or in any other report or document that we file with the Securities and Exchange Commission.

Notice of 2023 Annual Meeting

of Stockholders

Wednesday, May 24, 2023

8:00 a.m. Pacific Time

Online at: www.virtualshareholdermeeting.com/PYPL2023

There is no physical location for the 2023 Annual Meeting.

ITEMS OF BUSINESS

RECORD DATE

Thursday, March 30, 2023 (the “Record Date”)

Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

PARTICIPATION IN VIRTUAL ANNUAL MEETING

We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/PYPL2023. See “Important Information About PayPal’s Virtual Annual Meeting” on the following page for additional information.

The Annual Meeting will begin promptly at 8:00 a.m. Pacific Time. The virtual meeting room will open at 7:45 a.m. Pacific Time for registration.

VOTING

Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, see “Frequently Asked Questions – Voting Information” beginning on page 109 of this proxy statement.

    REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THREE WAYS:

		INTERNET Visit the website on your proxy card				BY TELEPHONE Call the telephone number on your proxy card				BY MAIL Sign, date and return your proxy card in the enclosed envelope
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

By Order of the Board of Directors

Brian Y. Yamasaki

Corporate Secretary

April 13, 2023

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 13, 2023.

IMPORTANT INFORMATION ABOUT PAYPAL’S VIRTUAL ANNUAL MEETING

Important Information About PayPal’s

Virtual Annual Meeting

PayPal’s 2023 Annual Meeting will be conducted online only, via live webcast. Stockholders will be able to access the meeting live by visiting www.virtualshareholdermeeting.com/PYPL2023. We have adopted a virtual meeting format to broaden stockholder access and encourage participation and communication with our management.

We have conducted efficient and effective virtual meetings since PayPal became an independent company in 2015. We intend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any Internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders regardless of size, resources or physical location, reduces our environmental impact, protects the health and safety of attendees and saves time and money.

Participating in the Virtual Annual Meeting

Additional Information About the Virtual Annual Meeting

PROXY STATEMENT SUMMARY

Proxy Statement Summary

This summary highlights certain information contained elsewhere in this proxy statement for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

2023 Annual Meeting Information

TIME AND DATE 8:00 a.m. Pacific Time on May 24, 2023		PLACE Online at www.virtualshareholdermeeting.com/PYPL2023. There is no physical location for the Annual Meeting.		RECORD DATE March 30, 2023

Proposals to be Voted on and Board Voting Recommendations

Our 2022 Key Highlights

Sound Financial and Operational Performance

In 2022, we delivered solid financial and operating results across our key performance metrics. This was accomplished during a challenging period of macroeconomic uncertainty, slowing ecommerce growth and geopolitical instability. We ended the year with 435 million active consumer and merchant accounts and our revenue increased by 8% to $27.5 billion compared to 2021. In 2022, we processed 22.3 billion payment transactions and $1.36 trillion in total payment volume across our platform, representing year-over-year increases of 16% and 9%, respectively. We returned $4.2 billion to stockholders through share repurchases in 2022, representing more than 80% of our free cash flow. Importantly, we also narrowed our focus on key strategic initiatives and identified areas to operate more efficiently, reducing both costs and complexity throughout the organization. These combined efforts resulted in over $900 million of savings across both transaction and non-transaction related expenses, contributing to a return to non-GAAP operating margin expansion and non-GAAP earnings per share growth in the fourth quarter of 2022.

This progress is a direct result of our sharpened focus, responsible innovation and enhanced cost discipline, which enable us to execute on our core strategic priorities. In 2022, we created better checkout experiences, enhanced our digital wallet, expanded our global pay later solutions and grew our unbranded processing business with leading merchants around the globe.

PROXY STATEMENT SUMMARY

Our 2022 Key Highlights

Performance Highlights

PROXY STATEMENT SUMMARY

Our 2022 Key Highlights

Our Stock Price Performance

PayPal has a track record of creating stockholder value, and despite market volatility over the past year, the Company has returned approximately 86% since becoming an independent public company. Our one-year* and three-year** total stockholder return were -62% and -34%, respectively.

Total Stockholder Return (“TSR”) as an Independent Public Company***

To learn more about how our 2022 performance relates to our executive compensation program, see the Compensation Discussion and Analysis beginning on page 50 of this proxy statement.

Driving Progress on our Mission, Vision and Values

Over the past year, we remained focused on furthering our mission to build a more financially inclusive and interconnected world. Our teams worked quickly together to enable $600 million in peer-to-peer payments and money transfers to support Ukrainian citizens and refugees. PayPal and its partners also helped to raise over $600 million through our platform for organizations towards Ukrainian relief efforts. We also provided helpful products to small businesses, entrepreneurs and consumers to improve their financial flexibility and resiliency to weather the uncertain economy. Through our merchant lending services, we provided access to more than $4 billion in capital, expanded our Zettle Terminal to merchants in the U.S., launched PayPal Rewards and Honey extension for consumers to save money on everyday purchases and enabled secure, passwordless login to PayPal accounts across platforms and devices with passkeys.

We have also continued to pursue initiatives to strengthen the financial security of our workforce and support a flexible workplace. This included financial wellness awards to hourly and entry-level employees and a revised vesting schedule of our restricted stock unit grants to give employees earlier and more frequent access to their shares. We launched our Leadership Principles, which promote behaviors to support our next chapter of growth and drive deeper understanding of our core values of Inclusion, Innovation, Wellness and Collaboration. We continue to have success with our hybrid working model, which preserves the flexibility that is important to our employees while also providing opportunities for in-person collaboration and professional development.

PROXY STATEMENT SUMMARY

2023 Director Nominees

2023 Director Nominees

The following tables provide summary information about our director nominees. All our 2023 director nominees are independent except Mr. Schulman, PayPal’s 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 12 nominees. See page 12 of this proxy statement for this proposal.

Directors				Occupation		Diversity		Age		Director Since		Independent		Other Public Company Boards				Committee Memberships
																		ARC		COMP		GOV
		Rodney C. Adkins		President, 3RAM Group LLC		D		64		2017				3
		Jonathan Christodoro		Partner, Patriot Global Management, LP				46		2015				-
		John J. Donahoe		President and CEO, Nike, Inc.				62		2015				1
		David W. Dorman		Former Non-Executive Board Chair of CVS Health Corporation				69		2015				1
		Belinda J. Johnson		Former Chief Operating Officer, Airbnb, Inc.		W		56		2017				1
		Enrique Lores		President and CEO, HP Inc.		D		57		2021				1
		Gail J. McGovern		President and CEO, American Red Cross		W		71		2015				1
		Deborah M. Messemer		Former Major Market Managing Partner, KPMG (retired)		W		65		2019				2

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 = Diverse Ethnicity

PROXY STATEMENT SUMMARY

2023 Director Nominees

Directors

Occupation

Diversity

Age

Director Since

Independent

Other Public Company Boards

Committee Memberships

ARC

COMP

GOV

David M. Moffett

Former CEO, Federal Home Loan Mortgage Corp. (retired)

71

2015

1

Ann M. Sarnoff

Former Board Chair and CEO, WarnerMedia Studios & Networks Group

W

61

2017

-

Daniel H. Schulman

President and CEO, PayPal Holdings, Inc.

65

2015

1

Frank D. Yeary

Managing Member, Darwin Capital Advisors, LLC

59

2015

2

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 = Diverse Ethnicity

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 diversity, skills and experience of our director nominees. For more information about our Board members, see “Director Experience, Expertise and Attributes” beginning on page 13 of this proxy statement.

PROXY STATEMENT SUMMARY

2023 Director Nominees

Nominee Skills & Experience

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Corporate Governance Highlights

Corporate governance at PayPal is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, foster responsible decision-making, engender public trust and demonstrate PayPal’s commitment to transparency, accountability, independence and diversity.

To learn more about our corporate governance practices and policies, see page 21 of this proxy statement.

Stockholder Engagement

PROXY STATEMENT SUMMARY

Executive Compensation Highlights

Executive Compensation Highlights

The Compensation Committee has designed our executive compensation program to support PayPal’s growth strategy. The Compensation Committee believes that long-term incentives in the form of equity awards should make up a significant portion of our named executive officers’ (“NEOs”) Target Total Direct Compensation opportunity because such awards help align pay and performance and the interests of our executives with those of our stockholders.

The following charts show the 2022 Target Total Direct Compensation¹ mix for our CEO, Mr. Schulman, and the average 2022 Target Total Direct Compensation mix for our other NEOs.² To learn more about our executive compensation program, see the Compensation Discussion and Analysis beginning on page 50 of this proxy statement.

2022 Total Target Direct Compensation Mix

PROXY STATEMENT SUMMARY

ESG Governance & 2022 Highlights

ESG Governance & 2022 Highlights

Our governance framework is designed to provide sound company oversight, drive Board and management accountability and demonstrate PayPal’s commitment to transparency, independence and diversity. We take a decentralized approach to management of ESG within the organization, led by oversight from our Board and strategy-setting from senior leadership. The entire Board engages on ESG matters that impact business strategy, and Board committees are tasked with oversight of specific matters. Management briefs Board committees and executive management on ESG topics on a quarterly basis and meets with a subcommittee of the Enterprise Risk Management (“ERM”) Committee at least annually to review current and emerging ESG-related risk topics.

PayPal recognizes the importance of operating our business in a responsible and sustainable manner aligned with our mission to build a more financially inclusive and interconnected global economy. We believe the effective management of key non-financial risks and opportunities plays a role in furthering our strategy and helps to create value for our stakeholders. To that end, in 2022, we continued to demonstrate progress across the four dimensions of our ESG strategy.

For more information on our ESG strategy and program, see “ESG Oversight and Highlights” beginning on page 38 of this proxy statement, and our most recent Global Impact Report, which is available at https://investor.pypl.com/esg-strategy.

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1:

Election of Directors

Based upon a review of their skills, qualifications, expertise and characteristics, the Board has nominated all our current directors for election at the Annual Meeting, to serve until our 2024 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director nominee is independent except Mr. Schulman, our President and CEO. Each of our current directors has been previously elected by our stockholders. 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 July 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 109 of this proxy statement.) Each director has submitted an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not 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 re-elected will determine whether to accept the director’s resignation. We will publicly disclose any such decision and the rationale behind it.

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 for the Board of Directors (“Governance Guidelines”). Nominees may be suggested by directors, management, stockholders or by 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 circumstances. The Governance Committee evaluates whether each director demonstrates several key attributes and provides significant and meaningful contributions to the Board. These factors include:

In addressing the overall composition of the Board, the Governance Committee considers how each director contributes to the Board’s diversity in terms of gender, sexual orientation, race, ethnicity, nationality, cultural background and age, in addition to the skills, qualifications and expertise that they bring to the Board.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

Director Experience, Expertise and Attributes

Our 2023 Board skills matrix identifies the core skills, expertise and attributes of each director that we consider most relevant in light of our current business strategy and structure. For more information on the qualifications that each director nominee brings to our Board, see the nominee biographies beginning on page 15 of this proxy statement.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

Focus on Board Refreshment and Diversity

The Governance Committee regularly oversees and plans for director succession and Board refreshment. The Board values succession and refreshment over time as critical components to maintaining an appropriate balance of tenure, diversity, skills and experience needed to promote and support the Company’s long-term strategy. The Board believes that having a mix of experienced directors with a deep understanding of the Company and newer directors who bring fresh perspectives and innovative ideas provides significant benefits to the Company in driving and overseeing its strategy and operations and managing key risks. The Board does not believe in a specific limit for the overall length of time a director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies and objectives.

The Governance Committee values diversity as a factor in selecting nominees. When searching for new directors, the Governance Committee actively seeks out highly qualified women and individuals from underrepresented communities to include in the initial pool from which Board nominees are chosen. In keeping with this commitment to diversity and inclusion, our 12 director nominees include four people who identify as women, one person who identifies as African American or Black and one person who identifies as Hispanic or Latinx and White.

Our active Board refreshment process has resulted in a strong mix of diversity and independence, which contributes to effective oversight of management and the Company. Since 2017, we have added five diverse directors to the Board, each of whom possesses a strong mix of skills, qualifications, backgrounds and experience, and has significantly contributed to and enhanced the overall effectiveness of the Board.

Stockholder Recommendations and Nominations

Stockholders who would like the Governance Committee to consider their recommendations for director nominees should submit their recommendations in writing by mail to the Governance Committee in care of our Corporate Secretary at PayPal Holdings, Inc., 2211 North First Street, San Jose, California 95131, stating the candidate’s name and qualifications for Board membership. Any such recommendation by a stockholder will receive the same consideration by the Governance Committee as other suggested nominees.

In addition, our Restated Certificate of Incorporation and Bylaws provide proxy access rights that permit eligible stockholders to nominate candidates for election to the Board in the Company’s proxy statement. These proxy access rights permit a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the Board, provided that the stockholder(s) and nominee(s) satisfy the requirements and procedures described in our Restated Certificate of Incorporation and Bylaws.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

Director Biographies

		RODNEY C. ADKINS President of 3RAM Group LLC   INDEPENDENT
		Board Committees: • ARC • Governance			Director since: September 2017				Age: 64

Key Qualifications and Experience:

 

 

Reasons for Nomination: Mr. Adkins brings extensive leadership experience driving innovation and business solutions, as well as expertise in technology strategy, corporate finance and global business operations.

Other Public Company Boards:

 

•

Avnet, Inc. (Chair)

 

•

United Parcel Service, Inc.

 

•

W.W. Grainger, Inc.

Former Public Company Boards:

 

•

PPL Corporation (August 2014 to May 2019)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Extensive experience in the technology industry, including emerging technologies, strategy, global business operations, innovation, product development and brand management

 

•

Significant experience in corporate finance, financial statements and accounting

 

•

In-depth expertise in corporate governance matters as a board member of other public companies

 

•

Expertise in supply chain, procurement and global trade

Biography:

 

•

President of 3RAM Group LLC, a privately held company specializing in capital investments, business consulting services and property management, since January 2015

 

•

Spent over 30 years at International Business Machines Corporation (“IBM”) in various development and management roles, including Senior Vice President of Corporate Strategy, from April 2013 to April 2014, Senior Vice President of Systems and Technology Group, from October 2009 to April 2013, Senior Vice President of Development & Manufacturing, from May 2007 to October 2009 and Vice President of Development of IBM Systems and Technology Group, from December 2003 to May 2007

		JONATHAN CHRISTODORO Partner at Patriot Global Management, LP   INDEPENDENT
		Board Committees: • Compensation • Governance			Director since: July 2015				Age: 46

Key Qualifications and Experience:

 

 

Reasons for Nomination: In addition to bringing a seasoned investor’s perspective to the Board, PayPal benefits from Mr. Christodoro’s substantial financial and M&A experience.

Other Public Company Boards:

 

•

None

Former Public Company Boards:

 

•

Xerox Corporation (June 2016 to May 2021)

 

•

Herbalife Ltd. (April 2013 to January 2021)

 

•

Lyft, Inc. (May 2015 to March 2019)

 

•

Pioneer Merger Corp. (November 2020 to January 2023)

 

•

Frontier Acquisition Corp. (February 2021 to March 2023)

 

•

Sandridge Energy, Inc. (June 2018 to May 2021)

 

•

Hologic, Inc. (December 2013 to March 2016)

 

•

Cheniere Energy, Inc. (August 2015 to August 2017)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

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

 

•

Significant experience in identifying and evaluating mergers and acquisitions and investment opportunities and portfolio companies across a range of industries, including technology

Biography:

 

•

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

 

•

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

 

•

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

 

•

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

 

•

Served in the United States Marine Corps

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

		JOHN J. DONAHOE President and Chief Executive Officer of Nike, Inc.   INDEPENDENT
		Board Committees: • None			Director since: July 2015			Age: 62

Key Qualifications and Experience:

 

 

Reasons for Nomination: Mr. Donahoe brings significant experience as a public company CEO leading global business, executive-level expertise in payments, FinTech and technology and a deep knowledge of the Company to PayPal’s Board and his role as Board Chair.

Other Public Company Boards:

 

•

Nike, Inc.

Former Public Company Boards:

 

•

ServiceNow, Inc. (April 2017 to June 2020)

 

•

eBay Inc. (January 2008 to July 2015)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Extensive industry experience and deep knowledge of PayPal’s operations through his former role as director, President and Chief Executive Officer of eBay Inc.

 

•

Expertise in commerce, technology, global strategy, operations and executive leadership

 

•

Extensive track record of creating value, driving innovation and scaling large technology companies

Biography:

 

•

President and Chief Executive Officer of Nike, Inc., since January 2020

 

•

President and Chief Executive Officer of ServiceNow, Inc., a cloud computing company, from April 2017 to December 2019

 

•

President and Chief Executive Officer of eBay Inc., from March 2008 to July 2015, and director of eBay Inc., from January 2008 to July 2015

 

•

President, eBay Marketplaces, from March 2005 to January 2008

 

•

Worldwide Managing Director of Bain & Company, from January 2000 to February 2005

 

		DAVID W. DORMAN Former Non-Executive Board Chair of CVS Health Corporation   INDEPENDENT
		Board Committees: • Compensation (Chair) • Governance			Director since: June 2015			Age:             69

Key Qualifications and Experience:

 

 

Reasons for Nomination: Mr. Dorman brings strong board- and executive-level experience leading global businesses in regulated industries, together with finance, strategic planning, talent management and executive compensation expertise, to PayPal’s Board and his role as Compensation Committee Chair.

Other Public Company Boards:

 

•

Dell Technologies, Inc.

Former Public Company Boards:

 

•

CVS Health Corporation (March 2006 to May 2022)

 

•

Motorola Solutions, Inc. (May 2011 to May 2015)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Expertise in finance, mergers and acquisitions and investments, strategic planning, public company executive compensation matters and executive leadership

 

•

In-depth experience leading global companies in regulated industries

Biography:

 

•

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

 

•

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

 

•

Served on the Board of Directors of CVS Health Corporation from March 2006 until May 2022 and served as Non-Executive Board Chair from March 2011 until May 2022

 

•

Lead Independent Director of the Board of Motorola Solutions, Inc. (formerly Motorola, Inc.), a leading provider of business and mission-critical communication products and services for enterprise and government customers, from May 2011 until his retirement from that board in May 2015

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

Served as a Trustee for Georgia Tech Foundation, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

		BELINDA J. JOHNSON Former Chief Operating Officer of Airbnb, Inc.   INDEPENDENT
		Board Committees: • ARC			Director since: January 2017			Age: 56

Key Qualifications and Experience:

 

 

Reasons for Nomination: PayPal benefits from Ms. Johnson’s experience overseeing legal, regulatory and government affairs and operational matters for innovative global technology companies.

Other Public Company Boards:

 

•

Airbnb, Inc.

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Extensive legal, regulatory and government relations expertise as a practicing lawyer and business affairs leader gained over two decades advising innovative and disruptive global technology companies

 

•

Significant strategic and operational experience with a global, consumer-facing, technology company growing at scale

Biography:

 

•

Chief Operating Officer of Airbnb, Inc., from February 2018 to March 2020

 

•

Chief Business Affairs and Legal Officer of Airbnb, Inc., from July 2015 to February 2018, having joined as General Counsel in December 2011

 

•

Served in various positions at Yahoo! Inc., from August 1999 until her departure in August 2011, when she served as Senior Vice President and Deputy General Counsel

		ENRIQUE LORES President and CEO, HP Inc.   INDEPENDENT
		Board Committees: • ARC			Director since: June 2021			Age: 57

Key Qualifications and Experience:

 

 

 

Reasons for Nomination: As President and CEO of HP Inc., Mr. Lores provides an enhanced global perspective based on his international business and leadership experience, as well as technology industry, product and operational expertise.

Other Public Company Boards:

 

•

HP Inc.

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Deep experience at the highest levels of the information and technology industry with product and operational expertise

 

•

Proven leader with extensive international business and leadership experience and global perspective

Biography:

 

•

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

 

•

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

 

•

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

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

		GAIL J. MCGOVERN President and Chief Executive Officer of the American Red Cross   INDEPENDENT
		Board Committees: • Compensation • Governance (Chair)			Director since: June 2015			Age:             71

Key Qualifications and Experience:

 

 

Reasons for Nomination: Ms. McGovern brings a unique perspective to the Board and her role as Governance Chair based on her leadership experience in regulated industries and mission-driven organizations, including through her current role as President and CEO of the American Red Cross.

Other Public Company Boards:

 

•

DTE Energy Company

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Extensive executive experience in strategic planning, sales and marketing, customer relations and corporate finance

 

•

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

 

•

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

Biography:

 

•

President and Chief Executive Officer of the American Red Cross, a humanitarian organization, since June 2008

 

•

Faculty member at the Harvard Business School, from 2002 to 2008

 

•

President of Fidelity Personal Investments, from 1998 to 2002

 

•

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

 

•

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

		DEBORAH M. MESSEMER Former Major Market Managing Partner at KPMG   INDEPENDENT
		Board Committees: • ARC (Audit Committee Financial Expert)			Director since: January 2019			Age:         65

Key Qualifications and Experience:

 

 

Reasons for Nomination: Based on her extensive experience at KPMG for clients in industries including financial services and technology, Ms. Messemer provides strong strategic and finance expertise, including with respect to financial reporting and internal controls.

Other Public Company Boards:

 

•

Allogene Therapeutics, Inc.

•

TPG, Inc

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

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

 

•

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

 

•

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

Biography:

 

•

Served for over 35 years at KPMG, one of the world’s leading professional services firms, first 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

 

•

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

PROPOSAL 1: ELECTION OF DIRECTORS

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: 71

Key Qualifications and Experience:

 

 

Reasons for Nomination: PayPal benefits from Mr. Moffett’s significant leadership experience in financial services and his strong financial reporting, audit, risk and compliance, capital allocation and M&A expertise is directly relevant to his role as ARC Committee Chair.

Other Public Company Boards:

 

•

CSX Corporation

Former Public Company Boards:

 

•

Genworth Financial, Inc. (December 2012 to May 2021)

 

•

Freddie Mac (December 2008 to March 2009)

 

•

eBay Inc. (July 2007 to July 2015)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

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

 

•

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

Biography:

 

•

Lead Independent Director of PayPal, from July 2015 to December 2018

 

•

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

 

•

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

 

•

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

		ANN M. SARNOFF Former Board Chair and Chief Executive Officer of WarnerMedia Studios & Networks Group INDEPENDENT
		Board Committees: • ARC			Director since: June 2017				Age:             61

Key Qualifications and Experience:

 

 

Reasons for Nomination: Ms. Sarnoff brings substantial experience creating innovative partnerships and technology-focused solutions across platforms, as well as expertise in consumer engagement and global business development.

Other Public Company Boards:

 

•

None

Former Public Company Boards:

 

•

HSN, Inc. (December 2012 to December 2017)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

More than 30 years of diversified business and media experience through a variety of executive leadership roles

 

•

Expertise in driving consumer engagement with brands and developing innovative partnerships

 

•

Extensive technology experience across media and platforms

 

Biography:

 

•

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

 

•

Board Chair and Chief Executive Officer of Warner Bros. Entertainment, from August 2019 to August 2020

 

•

President of BBC Studios Americas, from August 2015 to August 2019

 

•

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

 

•

Board Chair of BritBox, a joint venture subscription streaming service launched in partnership with ITV in March 2017

 

•

Serves as vice chair of the boards of McDonough School of Business at Georgetown and The Shed, serves as a member of the boards of directors of Realm Media and WTA Ventures

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

		DANIEL H. SCHULMAN President and Chief Executive Officer of PayPal
		Board Committees: • None			Director since: July 2015				Age:                 65

Key Qualifications and Experience:

 

 

Reasons for Nomination: As PayPal’s CEO, Mr. Schulman brings deep leadership experience in payments, financial services, technology, regulatory and cybersecurity, as well as in-depth knowledge of the Company.

Other Public Company Boards:

 

•

Verizon Communications Inc.

Former Public Company Boards:

 

•

NortonLifeLock (formerly known as Symantec Corporation), Board Chair (January 2013 to December 2019)

 

•

Flex Ltd. (June 2009 to August 2018)

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Deep expertise in payments, financial services, mobile technology, innovation, regulatory and cybersecurity matters

 

•

Leadership experience and vision in growing large, complex businesses

 

•

Experience transforming financial services while driving cultural change and fostering a values-based environment that champions DIE&B

Biography:

 

•

President and Chief Executive Officer of PayPal, since July 2015; served as the President and CEO-Designee of PayPal, from September 2014 to July 2015

 

•

Group President, Enterprise Group of American Express Company, from August 2010 to August 2014

 

•

President, Prepaid Group of Sprint Nextel Corporation, from November 2009 to August 2010, when Sprint Nextel acquired Virgin Mobile, USA

		FRANK D. YEARY Managing Member at Darwin Capital Advisors, LLC INDEPENDENT
		Board Committees: • ARC			Director since: July 2015				Age:                 59

Key Qualifications and Experience:

 

 

Reasons for Nomination: Mr. Yeary brings deep financial acumen and global M&A expertise to the Board, as well as robust corporate governance expertise and a strong understanding of investor perspectives.

Other Public Company Boards:

 

•

Intel Corporation (Chair)

•

Mobileye Global, Inc.

Experience, Skills and Qualifications of Particular Relevance to PayPal:

 

•

Extensive career in investment banking and finance with financial strategy and global mergers and acquisitions expertise, including expertise in financial reporting, experience in assessing the efficacy of mergers and acquisitions with international companies on a global scale and experience attracting and retaining strong senior leaders

 

•

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

 

•

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

Biography:

 

•

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

 

•

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

 

•

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

•

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

The Board and the Governance Committee believe that the combination of our director nominees’ qualifications, skills and experience will contribute to an effective Board and that, individually and collectively, the director nominees have the necessary qualifications to provide effective oversight of the business and quality advice and counsel to management.

		THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES.

CORPORATE GOVERNANCE

Corporate Governance

Corporate governance at PayPal is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, oversee risk assessment and management strategies, foster responsible decision-making and engender public trust. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are essential to our long-term success.

Board Leadership

The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. The Board believes that separating the Chair and CEO positions continues to be the appropriate leadership structure for the Company at this time, as it provides the Company and the Board with strong leadership and independent oversight of management and allows the CEO to focus primarily on the management and operation of our business. Factors that the Board considers in reviewing its leadership structure and making this determination include, but are not limited to, the current composition of the Board, the policies and practices in place to provide independent Board oversight of management, the Company’s circumstances and the views of our stockholders and other stakeholders. Changes in the Board’s leadership structure will be reflected on our website shortly after becoming effective and disclosed in compliance with applicable regulatory requirements.

Independent Chair

		JOHN J. DONAHOE

CORPORATE GOVERNANCE

Director Independence

Director Independence

Under the Nasdaq listing standards and our Governance Guidelines, the Board must consist of a majority of independent directors. Annually, each director completes a questionnaire designed to assist the Board in determining whether the director is independent, and whether members of the ARC Committee and the Compensation Committee satisfy additional Securities and Exchange Commission (“SEC”) and Nasdaq independence requirements. The Board has adopted guidelines setting forth certain categories of transactions, relationships and arrangements that it has deemed immaterial for purposes of determining independence.

Based on the review and recommendation by the Governance Committee, the Board analyzed the independence of each director and has determined that Mses. Johnson, McGovern, Messemer and Sarnoff and Messrs. Adkins, Christodoro, Donahoe, Dorman, Lores, Moffett and Yeary meet the standards of independence under the Nasdaq listing standards and the Governance Guidelines, including that each director is free of any relationship that would interfere with their individual exercise of independent judgment.

Our Governance Guidelines prohibit Company directors from serving as a director or as an officer of another company that may cause a significant conflict of interest. Our Governance Guidelines also provide that any director who has previously been determined to be independent must inform the Board Chair and our Corporate Secretary of any significant change in personal circumstances that may cause their status as an independent director to change, including a change in principal occupation, change in professional roles and responsibilities, status as a member of the board of another public company or retirement, in each case including changes that may affect the continued appropriateness of Board or committee membership. In such situations, the Governance Committee makes a recommendation to the Board on the continued appropriateness of such director’s Board or committee membership(s).

Board Committees

The Board has three principal standing committees: the ARC Committee, the Compensation Committee and the Governance Committee. Each committee has a written charter that addresses, among other matters, the committee’s purposes and policy, composition and organization, duties and responsibilities and meetings. The committee charters are available in the governance section of our Investor Relations website at https://investor.pypl.com/governance. Each charter permits the applicable committee, in its discretion, to delegate all or a portion of its duties and responsibilities to a subcommittee or any member of the committee. Subject to applicable law, listing standards and the terms of its charter, the Compensation Committee also may delegate duties and responsibilities to any officer(s) of the Company.

CORPORATE GOVERNANCE

Board Committees

Below is a description of each principal committee of the Board.

						ARC Committee
						DAVID M. MOFFETT Chair				Committee Meetings in 2022: 12
Other Members:   Rodney C. Adkins   Belinda J. Johnson   Enrique Lores   Deborah M. Messemer   Ann M. Sarnoff   Frank D. Yeary						Primary Responsibilities Provide assistance and guidance to the Board in fulfilling its oversight responsibilities with respect to:   •  PayPal’s corporate accounting and financial reporting practices and the audit of PayPal’s financial statements;   •  The independent auditors, including their qualifications and independence;   •  The performance of PayPal’s internal audit function and independent auditor;   •  The quality and integrity of PayPal’s financial statements and reports;   •  PayPal’s overall risk framework and risk appetite framework, including risks associated with cybersecurity, information security and privacy; and   •  PayPal’s compliance with legal and regulatory obligations.   The ARC Committee is also responsible for reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements, with the independent auditor and producing the Audit Committee Report for inclusion in our proxy statement.   Independence The Board has determined that each member of the ARC Committee meets the independence requirements of Nasdaq and the SEC and otherwise satisfies the requirements for audit committee service imposed by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).   The Board has also determined that each member of the ARC Committee is financially literate, and that Mr. Moffett and Ms. Messemer satisfy the requirements for an “audit committee financial expert” set forth in the SEC rules.
						Recent Activities & Focus Areas   •   Evaluated the quality and integrity of the Company’s financial statements and reports, the effectiveness of internal accounting and financial reporting controls and the results of the annual audit.   •   Engaged regularly with our Chief Risk and Compliance Officer on key and emerging risks facing the Company, including cybersecurity and geopolitical and macroeconomic instability.   •   Invited internal and external experts to discuss evolving risks and trends pertinent to the Company, including cybersecurity and government regulation.

CORPORATE GOVERNANCE

Board Committees

						Compensation Committee
						DAVID W. DORMAN Chair				Committee Meetings in 2022: 7
Other Members:   Jonathan Christodoro   Gail J. McGovern						Primary Responsibilities •   Review and approve the overall strategy for employee compensation and all compensation programs applicable to executive officers and non-employee directors;   •   Annually review and approve corporate goals and objectives relevant to the compensation of the CEO and evaluate the CEO’s performance;   •   Review, determine and approve the compensation for the CEO and our other executive officers;   •   Review and discuss the Compensation Discussion and Analysis contained in our proxy statement and prepare the Compensation Committee Report for inclusion in our proxy statement and our Annual Report on Form 10-K;   •   Oversee and monitor the Company’s strategies and responsibilities related to human capital management, including DIE&B, pay equity efforts and corporate culture;   •   Review and approve, and oversee and monitor compliance with, policies with respect to the recovery or “clawback” of compensation;   •   Review and consider the results of any advisory stockholder votes on named executive officer compensation; and   •   Oversee and monitor compliance with the Company’s stock ownership guidelines applicable to non-employee directors and executive officers.   Independence The Board has determined that each member of the Compensation Committee meets the independence requirements of Nasdaq and the SEC. Additionally, the Compensation Committee assesses on an annual basis the independence of its compensation consultant and other compensation advisers. Additional information regarding the role of the Compensation Committee in compensation matters, including the role of consultants, is provided in the Compensation Discussion and Analysis section of this proxy statement.   Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee is or has been an employee of PayPal. None of our executive officers served on the board of directors or compensation committee of another entity that has an executive officer serving on the Board or the Compensation Committee.
						Recent Activities & Focus Areas   •   Oversaw the Company’s launch of the Leadership Principles and enhancements to our talent management strategies.   •   Advised management on compensation considerations with respect to executive leadership transitions.   •   Supported compensation programs focused on promoting employee wellness and retention strategies.

CORPORATE GOVERNANCE

Board Committees