PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

 

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 2023 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director nominee is independent except Mr. Schulman, our President and CEO.

Except for Mr. Lores, each of our current directors has been previously elected by our stockholders. Based upon the recommendation of the Governance Committee, the Board appointed Mr. Lores as a director in June 2021. Mr. Lores was initially identified as a potential candidate by an executive search firm.

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. 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, please see “Frequently Asked Questions – Voting Information” on page 86 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:

 

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

 

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Relevant senior leadership/CEO experience;

 

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

 

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

 

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

 

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Sound business judgment; and

 

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Commitment to enhancing stockholder value.

In addition, the Governance Committee considers whether each director contributes to the Board’s diversity in terms of gender, sexual orientation, race, ethnicity, nationality, cultural background and age.

 

12		•  2022 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. 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 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 possess a strong mix of skills, qualifications, backgrounds and experience, and has significantly contributed to and enhanced the overall effectiveness of the Board.

 

•  2022 Proxy Statement		13

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

 

Director Experience, Expertise and Attributes

The 2022 Board skills matrix shows that our Board reflects a balanced mix of the core skills, expertise and attributes 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, please see the nominee biographies beginning on page 16 of this proxy statement.

 

BOARD SKILLS MATRIX

Experience, Expertise and Attributes

Payments, Financial Services and FinTech This experience is critical to oversight of PayPal’s business and strategy in these complex and dynamic industries.

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Technology and Innovation Because PayPal is a technology platform and digital payments company, we look for directors with a background in developing technology businesses, anticipating technological trends and driving innovation and product development.

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Global Business An understanding of diverse business environments, economic conditions, cultures and regulatory frameworks is relevant to PayPal as a global business operating in over 200 markets around the world.

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Senior Leadership Significant senior leadership and/or CEO experience, with a practical understanding of organizations, processes, strategic planning and risk management to assess, develop and implement our business strategy and operating plan.

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Business Development and Strategy This experience is relevant in helping PayPal to grow its business, expand its value proposition and assess whether potential targets and partners are a good strategic and culture fit.

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Legal / Regulatory / Governmental Knowledge and experience with legal and regulatory issues, compliance obligations and governmental policies is relevant because we operate globally in a rapidly evolving legal and regulatory environment.

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Cybersecurity / Information Security This experience is vital to protecting PayPal’s technology infrastructure and payments platform, maintaining the trust of our customers and keeping customer information secure.

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Finance / Accounting This experience is relevant to the oversight of PayPal’s capital structure, financing and investing activities, as well as our financial reporting and internal controls.

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Consumer / Sales / Marketing / Brand Management Experience in developing strategies to grow sales and market share, build brand awareness and overall preference among customers and enhance PayPal’s reputation is relevant to the growth of our business.

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ESG An understanding of effective management and disclosure of environmental, social and/or governance (“ESG”) risks and opportunities is essential to ensure appropriate oversight of ESG at PayPal and create long-term value for our stakeholders.

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Talent Management This experience is vital to ensuring that PayPal attracts, motivates, develops and retains qualified personnel, and fosters a corporate culture that encourages and promotes accountability, performance and diversity, inclusion, equity and belonging.

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Other Public Company Board Service Service on a public company board provides insights about ensuring strong board and management accountability, protecting stockholder interests and observing appropriate governance practices.

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14		•  2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

 

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.

 

•  2022 Proxy Statement		15

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

 

Director Biographies

 

Age 63   Director since: September 2017   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance •  Governance   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)		RODNEY C. ADKINS President of 3RAM Group LLC
		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
		Key Qualifications and Experience:
		• Technology and Innovation • Global Business • Senior Leadership • Business Development and Strategy • Cybersecurity and Information Security		• Finance • Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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.

 

Age 45   Director since: July 2015   INDEPENDENT   Board Committees: •  Compensation •  Governance   Other Public Company Boards: •  Pioneer Merger Corp.   Former Public Company Boards: •  Sandridge Energy, Inc. (June 2018 to May 2021) •  Xerox Corporation (June 2016 to May 2021) •  Herbalife Ltd. (April 2013 to January 2021) •  Lyft, Inc. (May 2015 to March 2019)		JONATHAN CHRISTODORO Partner at Patriot Global Management, LP
		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
		Key Qualifications and Experience:
		• Financial Services • Technology and Innovation • Global Business • Senior Leadership • Business Development and Strategy		• Regulatory • Finance • Consumer, Sales, Marketing and Brand Management • ESG • Other Public Company Board Service
		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.

 

16		•  2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

 

Age 61   Director since: July 2015   INDEPENDENT   Board Chair Board Committees: •  None   Other Public Company Boards: •  Nike, Inc.   Former Public Company Boards: •  ServiceNow, Inc. (April 2017 to June 2020) •  eBay Inc. (January 2008 to July 2015)		JOHN J. DONAHOE President and Chief Executive Officer of Nike, Inc.
		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
		Key Qualifications and Experience:
		• Payments and FinTech • Technology and Innovation • Global Business • CEO Experience • Business Development and Strategy • Cybersecurity and Information Security		• Finance • Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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.

 

Age 68   Director since: June 2015   INDEPENDENT   Board Committees: •  Compensation (Chair) •  Governance   Other Public Company Boards: •  CVS Health Corporation •  Dell Technologies, Inc.   Former Public Company Boards: •  Motorola Solutions, Inc. (May 2011 to May 2015)		DAVID W. DORMAN Non-Executive Board Chair of CVS Health Corporation
		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
		Key Qualifications and Experience:
		• Technology and Innovation • Global Business • CEO Experience • Business Development and Strategy • Regulatory • Cybersecurity and Information Security		• Finance and Accounting • Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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. • 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.

 

•  2022 Proxy Statement		17

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

 

Age 55   Director since: January 2017   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance   Other Public Company Boards: •  Airbnb, Inc.		BELINDA J. JOHNSON Former Chief Operating Officer of 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
		Key Qualifications and Experience:
		• Payments • Technology and Innovation • Global Business • Senior Leadership • Business Development and Strategy • Legal and Regulatory		• Finance • Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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.

 

Age 56   Director since: June 2021   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance   Other Public Company Boards: •  HP Inc.		ENRIQUE LORES President and CEO, 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
		Key Qualifications and Experience:
		• Technology and Innovation • Global Business • Senior Leadership • Business Development and Strategy • Finance		• Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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.

 

18		•  2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

 

Age 70   Director since: June 2015   INDEPENDENT   Board Committees: •  Compensation •  Governance (Chair)   Other Public Company Boards: •  DTE Energy Company		GAIL J. MCGOVERN President and Chief Executive Officer of the American Red Cross
		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
		Key Qualifications and Experience:
		• Technology and Innovation • Global Business • CEO Experience • Business Development and Strategy • Regulatory		• Finance • Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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.

 

Age 64   Director since: January 2019   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance (Audit Committee Financial Expert)   Other Public Company Boards: •  Allogene Therapeutics, Inc. •  TPG, Inc.		DEBORAH M. MESSEMER Former Major Market Managing Partner at KPMG
		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
		Key Qualifications and Experience:
		• Financial Services • Technology and Innovation • Global Business • Senior Leadership • Business Development and Strategy • Regulatory		• Finance and Accounting • Consumer Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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. • Serves on the Board of Directors of Carbon, Inc., a privately held company.

 

•  2022 Proxy Statement		19

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

 

Age 70   Director since: June 2015   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance (Chair) (Audit Committee Financial Expert)   Other Public Company Boards: •  CSX Corporation   Former Public Company Boards: •  Genworth Financial, Inc. (December 2021 to May 2021) •  Freddie Mac (December 2008 to March 2009) •  eBay Inc. (July 2007 to July 2015)		DAVID M. MOFFETT Former Chief Executive Officer of Federal Home Loan Mortgage Corp.
		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
		Key Qualifications and Experience:
		•  Payments •  Global Business •  CEO Experience •  Business Development and Strategy •  Regulatory and Governmental		• Finance and Accounting • ESG • Talent Management • Other Public Company Board Service
		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 Atlantic Mutual Funds and University of Oklahoma Foundation and as a consultant to various financial services companies.

 

Age 60   Director since: June 2017   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance   Other Public Company Boards: •  None   Former Public Company Boards: •  HSN, Inc. (December 2012 to December 2017)		ANN M. SARNOFF Board Chair and Chief Executive Officer of WarnerMedia Studios & Networks Group
		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
		Key Qualifications and Experience:
		•  Technology and Innovation •  Global Business •  CEO Experience •  Business Development and Strategy •  Regulatory		•  Finance •  Consumer, Sales, Marketing and Brand Management •  Talent Management •  Other Public Company Board Service
		Biography:
		•  Board Chair and Chief Executive Officer of WarnerMedia Studios & Networks Group, a global leader in entertainment and consumer products, since August 2020. •  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 a member of the board of directors of Georgetown University and the vice chair of the McDonough School of Business at Georgetown.

 

20		•  2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Biographies

 

Age 64   Director since: July 2015   Board Committees: •  None   Other Public Company Boards: •  Verizon Communications Inc.   Former Public Company Boards: •  Flex Ltd. (June 2009 to August 2018) •  NortonLifeLock (formerly known as Symantec Corporation), Board Chair (January 2013 to December 2019)		DANIEL H. SCHULMAN President and Chief Executive Officer of PayPal
		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 diversity, inclusion, equity and belonging
		Key Qualifications and Experience:
		• Payments, Financial Services and FinTech • Technology and Innovation • Global Business • CEO Experience • Business Development and Strategy • Legal, Regulatory and Governmental		• Cybersecurity and Information Security • Finance and Accounting • Consumer, Sales, Marketing and Brand Management • ESG • Talent Management • Other Public Company Board Service
		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.

 

Age 58   Director since: July 2015   INDEPENDENT   Board Committees: •  Audit, Risk and Compliance   Other Public Company Boards: •  Intel Corporation		FRANK D. YEARY Managing Member at Darwin Capital Advisors, LLC
		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
		Key Qualifications and Experience:
		• Financial Services • Global Business • Senior Leadership • Business Development and Strategy • Regulatory and Governmental		• Finance and Accounting • ESG • Talent Management • Other Public Company Board Service
		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.

 

•  2022 Proxy Statement		21

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

Our Board elects our Board Chair and CEO and has determined that these two roles should be held by separate individuals to enhance the Board’s oversight of management and to allow the CEO to focus primarily on management responsibilities. Our current Board leadership structure provides effective and independent oversight of management and the Company.

Independent Chair

 

		JOHN J. DONAHOE
		Mr. Donahoe has served as the Board Chair since PayPal became an independent public company in July 2015.   Since December 2018, the Board has concluded that Mr. Donahoe is an independent director under the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and the Governance Guidelines.   Mr. Donahoe possesses extensive industry experience and deep knowledge of PayPal’s operations, serves as a trusted advisor to management and effectively leads a dynamic and collaborative Board.

		Robust Independent Chair Responsibilities   • Calls meetings of the Board and independent directors • Sets the agenda for Board meetings in consultation with other directors and the CEO • Provides management with input as to the quality, quantity and timeliness of the flow of information that is necessary for the independent directors to effectively and responsibly perform their duties • Chairs executive sessions of the independent directors		• Acts as a liaison between the independent directors and the CEO on sensitive issues • Leads the Board in the annual CEO performance evaluation • Leads the Board in its review of the results of the annual self-evaluation process, including acting on director feedback as needed

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 its most recent review, the Board has determined that every director except Mr. Schulman, our CEO, is independent under the Nasdaq listing standards and the Governance Guidelines and has no 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).

 

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CORPORATE GOVERNANCE

Board Committees

 

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/governance-overview/default.aspx. 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.

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

ARC Committee

 

CHAIR: David M. Moffett
Other Members: Rodney C. Adkins Belinda J. Johnson Enrique Lores Deborah M. Messemer Ann M. Sarnoff Frank D. Yeary   Committee Meetings in 2021: 9				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 both satisfy the requirements for an “audit committee financial expert” set forth in the SEC rules.

 

•  2022 Proxy Statement		23

CORPORATE GOVERNANCE

Board Committees

 

Compensation Committee

 

CHAIR: David W. Dorman
Other Members: Jonathan Christodoro Gail J. McGovern   Committee Meetings in 2021: 6				Primary Responsibilities   •  Review and approve the overall strategy for employee compensation and all compensation programs applicable to non-employee directors and executive officers;   •  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 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, appears 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.

 

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CORPORATE GOVERNANCE

Board Committees

 

Governance Committee

 

CHAIR: Gail J. McGovern
Other Members: Rodney C. Adkins Jonathan Christodoro David W. Dorman   Committee Meetings in 2021:          4						Primary Responsibilities   •  Make recommendations to the Board as to the appropriate size of the Board or any Board committee;   •  Identify individuals believed to be qualified to become Board members;   •  Make recommendations to the Board on potential Board and Board committee members, whether as a result of any vacancy or as part of the annual election cycle, taking into consideration the criteria set forth in the “Board Member Criteria” and “Guiding Principles for Board Development and Succession” sections of the Governance Guidelines;   •  Review and, if necessary, update, our Corporate Governance Guidelines at least annually;
						•  Establish procedures to exercise oversight of the evaluation of the Board;   •  Exercise general oversight of the Company’s management of topics related to ESG matters, including overall ESG strategy, risk and opportunities stakeholder engagement and reporting programs and initiatives in social innovation and environmental sustainability and the Company’s Global Impact Report; and   •  Review and discuss with management, at least annually, PayPal’s overall approach to, and guidelines and policies for, political activities and expenditures to ensure consistency with PayPal’s business objectives and public policy priorities.
						Independence   The Board has determined that each member of the Governance Committee meets the independence requirements of Nasdaq.

 

•  2022 Proxy Statement		25

CORPORATE GOVERNANCE

Board Oversight

 

Board Oversight

The Board is responsible for providing advice and oversight of PayPal’s strategic and operational direction and overseeing its executive management to support the long-term interests of the Company and its stockholders.

 

 

Strategic Oversight

One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy. The Board works with management to respond to the dynamic, competitive environment in which PayPal operates. At least quarterly, the CEO and executive management provide detailed business and strategy updates to the Board, and at least annually, the Board conducts an in-depth review of the Company’s overall strategy. In these meetings, the Board engages with executive management and other business leaders regarding

 

•

business objectives;

 

•

the Company’s budget, capital allocation plan and financial and operating performance;

 

•

the competitive landscape;

 

•

product and technology updates;

 

•

potential acquisitions, investments and partnerships;

 

•

risk management and compliance reviews;

 

•

information security and data privacy; and

 

•

other special topics (e.g., cryptocurrencies and digital currencies).

The Board looks to the expertise of its committees to inform strategic oversight in their areas of responsibility.

 

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CORPORATE GOVERNANCE

Board Oversight

 

Risk Oversight

PayPal operates in over 200 markets globally in a rapidly evolving environment characterized by a heightened regulatory focus on all aspects of the payments industry. Accordingly, our business is subject to the risks inherent in the payments industry generally. A sound risk management and oversight program is critical to the successful operation of our business and the protection of our Company, employees, customers and other stakeholders. Management is responsible for assessing and managing risk and views it as a top priority. The Board is responsible for overall risk assessment and management oversight. The Board executes its responsibility as a group and through its committees, which regularly report to the full Board.

In addition to their ongoing oversight responsibilities, throughout 2021, the Board and its committees regularly reviewed and discussed with management the continued impact of the COVID-19 pandemic on our employees, customers and communities. As part of these reviews, the Board considered management’s ongoing strategies and initiatives to respond to and mitigate the adverse effects of the pandemic, including creating and expanding employee initiatives and other relief efforts.

ARC Committee

The ARC Committee is primarily responsible for the oversight of the Company’s risk framework and reports to the full Board on the following matters on a regular basis:

Financial and Audit Risk: Meets with the independent auditor, Chief Financial Officer, Chief Accounting Officer and other members of the management team quarterly and as needed, including in executive sessions, to review the following:

 

•

quality and integrity of the Company’s financial statements and reports;

 

•

accounting and financial reporting practices;

 

•

audit of the Company’s financial statements;

 

•

selection, qualifications, independence and performance of the independent auditors; and

 

•

effect of regulatory and accounting initiatives and application of new accounting standards.

Enterprise-Wide Risk and Compliance: Periodically reviews and approves the framework for the ERCM and other key risk management policies and takes the following actions:

 

•

oversees and assesses the Company’s overall risk framework and risk appetite framework, including, among others, risks associated with cybersecurity, information security and privacy;

 

•

reviews policies and practices established by management to identify, assess, measure and manage key current and emerging risks facing the Company; and

 

•

meets with the management team on a quarterly basis and on an as-needed basis to discuss key areas of enterprise risk and execution of risk management.

Internal Audit: Meets with the Vice President, Internal Audit, quarterly and as needed, including in executive sessions, to discuss the performance of the Company’s internal audit function and the independent auditor.

Legal and Regulatory: Our General Counsel and Chief Risk and Compliance Officer work with the ARC Committee to review significant legal, regulatory or compliance matters that could have a material impact on our financial statements, business or compliance policies.

Compensation Committee

The Compensation Committee is primarily responsible for the following areas and reports to the full Board on these matters on a regular basis:

 

•

oversees and reviews the risks associated with our compensation policies, plans and programs;

 

•

oversees regulatory compliance with respect to compensation matters;

 

•

oversees and monitors the Company’s strategies related to talent management, including the recruitment and retention of key talent, pay equity, corporate culture, DIE&B and other key human capital management programs and initiatives; and

 

•

oversees executive succession planning.

 

•  2022 Proxy Statement		27

CORPORATE GOVERNANCE

Board Oversight

 

Governance Committee

The Governance Committee is primarily responsible for the following areas and reports to the full Board on these matters on a regular basis:

 

•

oversees and reviews the risks associated with our overall corporate governance framework, principles, policies and practices;

 

•

oversees ESG matters generally, including overall ESG strategy, risks and opportunities, stakeholder engagement and reporting, programs and initiatives in social innovation and environmental sustainability and the Company’s annual Global Impact Report; and

 

•

oversees political activities and expenditures.

Management’s Risk and Compliance Framework

Management regularly reviews and discusses with the ARC Committee the overall effectiveness of, and ongoing enhancements to, the ERCM Program.

 

 

 

28		• 2022 Proxy Statement

CORPORATE GOVERNANCE

Board and Committee Evaluations

 

Board and Committee Evaluations

Our Board is committed to continuous corporate governance improvement, and the Board and committee self-evaluations play a critical role in ensuring the overall effectiveness of our Board and each committee. The Board and its principal committees perform an annual self-evaluation to assess their performance and effectiveness and to identify opportunities to improve. As appropriate, the self-evaluations result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees. The Governance Committee annually reviews the self-evaluation process to ensure it is operating effectively.

 

 

Board and Committee Meetings and Attendance

Our Board typically holds at least four regularly scheduled meetings each year, in addition to special meetings scheduled as appropriate. At each regularly scheduled Board meeting, a member of each principal Board committee reports on any significant matters addressed by the committee since the last regular meeting, and the independent directors have the opportunity to meet in executive session without management or the other directors present. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable Board committee meetings.

Our Board met 11 times during 2021. Each director nominee who served in 2021 attended at least 75% of all our Board meetings and meetings of the Board committees on which they served, with the exception of Mr. Lores, who joined the Board in June 2021.

All directors are encouraged to attend the Annual Meeting. Last year, all directors serving at the time of our 2021 Annual Meeting of Stockholders attended that meeting.

Stockholder Engagement

 

		We recognize the value of a robust stockholder outreach program. We engage in regular, constructive dialogue with our stockholders on matters relevant to our business, including corporate governance, ESG issues and executive compensation, so we can better understand their views and interests and share our perspectives on these important subjects.

In addition to the outreach conducted in the weeks leading up to our 2021 Annual Meeting of Stockholders, we also reached out to our investors to solicit feedback following that meeting. In 2021, we contacted investors representing approximately 58% of our common stock, and holders of approximately 38% of our common stock responded and engaged with us. We also launched PayPal’s ESG Principles in Practice discussion series, which is aimed at sharing updates from company executives on our overall ESG program and how our business strategy is connected directly to our priority ESG topics.

 

• 2022 Proxy Statement		29

CORPORATE GOVERNANCE

Stockholder Engagement

 

The table below provides an overview of the key topics, areas of stockholder focus and management’s responses covered during our 2021 stockholder outreach meetings.

 

Key Topic		Area of Stockholder Focus		How We Responded
ESG Matters		• Board oversight of ESG strategy; climate change strategy and reporting under established frameworks; employee wellness; global talent and DIE&B strategies; and progress on commitment to racial and social justice		• We committed to reaching net-zero GHG emissions by 2040 and set medium-term SBTs to reduce our GHG emissions 25% by 2025 (from a 2019 baseline) and promote GHG reductions across our supply chain, as well as supporting global efforts to promote climate resiliency.   • We continue to enhance our non-financial reporting efforts and have aligned our ESG disclosures with established frameworks, including Value Reporting Foundation’s Sustainability Accounting Standards Board (“SASB”) standards and Taskforce for Climate-Related Financial Disclosures (“TCFD”) recommendations.   • Ongoing development and consideration of employee total wellness initiatives and intersections of our global talent and DIE&B strategies, including ongoing global wellness days, inclusive hiring practices, expanded talent pipelines and enterprise-wide learning opportunities.

 

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CORPORATE GOVERNANCE

Stockholder Engagement

 

Key Topic		Area of Stockholder Focus		How We Responded
Board Composition		•  Board diversity, skills and refreshment; oversight of key risks; and overboarding considerations		•  Since 2017, we have added five diverse directors to the Board, each of whom possess a strong mix of skills, qualifications, backgrounds and experience and has contributed to and enhanced the overall effectiveness of the Board.   •  In June 2021, the Board appointed Mr. Lores, a proven leader in the technology industry.   •  The Board is committed to robust and effective oversight of our ERCM Program. Each of the Board committees has oversight responsibility for clearly defined risks outlined in each of their respective committee charters. The ARC Committee oversees and reviews our overall risk management framework.   •  Under our Governance Guidelines, Board members who are not chief executive officers of public companies may serve on up to four public company boards, including our Board, and Board members who are chief executive officers of public companies may serve on up to three public company boards, including the board of the company on which they serve as chief executive officer.
Cybersecurity and Data     Privacy		•  Board and ARC Committee oversight, governance structure and program management		•  Managing key risks, including cybersecurity and data privacy, is a vital component of our enterprise-wide ERCM Program and includes oversight and management by our Chief Information Security Officer and Chief Privacy Officer.   •  We integrate appropriate data management and security controls across our business, conduct privacy impact assessments, certify our information security management system to ISO 27001 and require mandatory employee and contractor training.   •  The ARC Committee is kept apprised of risks associated with cybersecurity and data privacy throughout the year, working with management to ensure that proper mitigation mechanisms are in place.   •  The ARC Committee reports to the full Board on risk matters, including cybersecurity and data privacy, on a regular basis.
Executive Compensation		•  Incorporation of ESG considerations, including DIE&B considerations, into executive compensation		•  In 2021, we began our multi-year journey to incorporate DIE&B considerations in our executive compensation program, including individual evaluations focused on a demonstrable commitment to our foundational DIE&B strategies and goals. In doing so, our intention is to build the foundation for a more inclusive and diverse culture through actions we expect our leaders to take, and over time, measurable outcomes we expect those actions to drive.

Director Orientation and Continuing Education

Upon joining the Board, directors participate in a robust orientation program to ensure that they have the tools, resources and knowledge to provide effective oversight of the Company and management. Our director orientation program familiarizes new directors with the Company’s business, strategy, operations and culture, among other areas, and assists them in developing the skills and knowledge required to serve on the Board and any assigned Board committees. New directors meet with members of our executive leadership team and other key leaders to gain a deeper understanding of the Company’s business and operations. Directors regularly engage, formally and informally, with other directors and senior leaders to share ideas, build stronger working relationships, gain broader perspectives and strengthen their working knowledge of the Company’s business and strategies. From time to time, management provides, or invites outside experts to provide, educational briefings to the Board on business, corporate governance, regulatory and compliance matters and other topics to help enhance skills and knowledge relevant to their service as a PayPal director. In addition, directors are encouraged to attend accredited director education programs at the Company’s expense.

 

•  2022 Proxy Statement		31

CORPORATE GOVERNANCE

Stockholder Engagement

 

Executive Succession Planning

The Board recognizes the importance of effective executive leadership to PayPal’s success and annually reviews executive succession planning. As part of this process, the Board reviews and discusses the capabilities of our executive management, as well as succession planning and potential successors for the CEO and our other executive officers. The process includes consideration of organizational and operational needs, competitive challenges, leadership/management potential and development and emergency situations.

Outside Advisors

The Board may retain outside legal, financial or other advisors as it deems necessary or appropriate at the Company’s expense and without obtaining management’s consent. Each principal Board committee may also retain outside legal, financial or other advisors as it deems necessary, at the Company’s expense and without obtaining the Board’s or management’s consent.

Corporate Governance Documents

Code of Business Conduct and Ethics

Our credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each director, executive officer and employee. PayPal’s Code of Business Conduct and Ethics (“Code of Conduct”) requires that our directors, executive officers and all other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. Directors, executive officers and other employees are expected to avoid any activity that is or has the appearance of being a conflict of interest with the Company. This includes refraining from engaging in activities that compete with, or are adverse to, the Company, or that interfere with the proper performance of an individual’s duties or responsibilities to the Company. In addition, our Code of Conduct restricts the use of confidential company information, company assets or position at the Company for personal gain.

We regularly review our Code of Conduct and related policies to ensure that they provide clear guidance. Additionally, to foster a strong culture of compliance and ethics, we conduct annual compliance and ethics training for all employees and contractors, which covers areas such as our Code of Conduct, anti-money laundering, information protection awareness, data privacy, safety and security and sexual harassment prevention. In addition, upon joining PayPal and annually thereafter, our employees must certify that they understand and will comply with our Code of Conduct. PayPal has continued to meet 100% completion for the annual compliance and ethics training.

Concerns about accounting or auditing matters or possible violations of our Code of Conduct should be reported under the procedures outlined in our Code of Conduct. We also provide a global Integrity Hotline, which is available 24 hours a day, seven days a week in multiple languages. Reports to the Integrity Hotline are confidential and can be made anonymously.

Governance Guidelines of the Board of Directors

The Board has adopted Governance Guidelines to serve as a framework to aid the Board in effectively conducting its business. The Governance Guidelines cover many of the policies and practices discussed in this proxy statement, including the composition and leadership of the Board, expectations for meeting attendance and the roles of the Board’s standing committees. The Governance Committee reviews the Governance Guidelines each year and recommends changes to the Board for consideration and approval as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations.

Where to Find Governance Documents

Our Governance Guidelines, charters of our principal Board committees, our Code of Conduct and other key corporate governance documents and materials are available on the governance section of our Investor Relations website at https://investor.pypl.com/governance/governance-overview/.

 

32		•  2022 Proxy Statement

CORPORATE GOVERNANCE

Related Person Transactions

 

Related Person Transactions

The Board has adopted a written policy governing the review and approval of related person transactions. The policy, which is administered by the ARC Committee, applies to any transaction or series of transactions in which (1) the Company or its consolidated subsidiary is a participant, (2) the amount involved is or is reasonably expected to be more than $120,000 and (3) a related person under the policy has a direct or indirect material interest. The policy defines a “related person” to include directors, director nominees, executive officers, beneficial owners of more than 5% of PayPal’s outstanding common stock or an immediate family member of any of these persons.

Under the policy, transactions requiring review are referred to the ARC Committee for pre-approval, ratification or other action. Management will provide the ARC Committee with a description of any related-person transaction proposed to be approved or ratified, including the terms of the transaction, the business purpose of the transaction and the benefits to PayPal and to the relevant related person. In determining whether to approve or ratify a related-person transaction, the ARC Committee will consider the following factors:

 

•

whether the terms of the transaction are fair to the Company, and at least as favorable to the Company as they would be if the transaction did not involve a related person;

 

•

whether there are demonstrable business reasons for the Company to enter into the transaction;

 

•

whether the transaction would impair the independence of an outside director under the Company’s director independence standards; and

 

•

whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction, the ongoing nature of any proposed relationship and any other factors the ARC Committee deems relevant.

The Company also has practices that address potential conflicts in circumstances where a non-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO, General Counsel and Corporate Secretary of the proposed transaction, who then assess the nature and degree to which the investee company is competitive with one of the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If it is determined that the competitive situation and potential overlaps between PayPal and the investee company are acceptable, the Company may approve the transaction, conditioned upon the director agreeing to certain limitations. Such limitations may include refraining from joining the board of directors of, serving as an advisor to or being directly involved in the business of the investee company; not conveying any confidential or proprietary information regarding the investee company to the Company or regarding the Company’s line of business with which the investee competes to the investee company; abstaining from being the primary decision-maker for the investment fund with respect to the investee company; recusing themselves from portions of investee company meetings that cover confidential competitive information reasonably pertinent to the Company’s lines of business with which the investee company competes; and agreeing to any additional limitations the CEO or General Counsel deems reasonably necessary or appropriate as circumstances change. All transactions by investment funds in which a non-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed above.

The ARC Committee charter requires it to review and approve all related person transactions that are required to be disclosed under Item 404(a) of Regulation S-K. There were no transactions required to be reported in this proxy statement since the beginning of fiscal 2021, where our written related-person transaction policy did not require review, approval or ratification or where this policy was not followed.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us during the fiscal year ended December 31, 2021, we believe that all applicable Section 16(a) reports were timely filed except for a Form 4 filed on behalf of Mr. Donahoe to reflect the purchase of shares and a Form 5 filed on behalf of Ms. Pentland to reflect a donation of shares, which were filed late due to administrative errors.

 

•  2022 Proxy Statement		33