PayPal : Combined 2024 Proxy Statement / 2023 Annual Report

Eden G. Egziabher

Founder, Makina Cafe

2024 Notice of Annual

Meeting of Stockholders

and Proxy Statement

2023 Annual Report

Eden G. Egziabher

Makina Cafe

Long Island City, NY

Makina Cafe founder Eden Egziabher was raised amidst a vibrant mix of Ethiopian, Eritrean, and Italian cultures, creating a mosaic of flavors found on her menu. Eden relies on PayPal Zettle to allow New Yorkers to quickly and easily pay for their meals, and she loves the seamless experience of using PayPal to pay her vendors.

Message from Our President and CEO

Dear Stockholders, Colleagues, Customers and Partners:

Over the last two and a half decades, PayPal has been at the forefront of e-commerce innovation. In that time, our belief in the importance of embracing change has allowed us to evolve into who we are today - a global leader in commerce with a two-sided network at scale and steadfast commitment to serving our customers.

When I stepped into the role of PayPal's President and CEO last September, I knew that to unlock our full potential and drive durable, profitable growth we needed to be more focused and deliberate in every aspect of our business. Since then, I've spent time with PayPal's employees, customers, partners, and stockholders to learn about our greatest strengths, where we need to move faster, what we need to change, and how to instill a culture of innovation that returns PayPal to a position of strength.

I'm pleased with what we've been able to accomplish in such a short period of time to reposition PayPal for profitable growth. We've put in place a world-class leadership team and organized the business around the customers we serve - consumers, small businesses, and enterprises. We've narrowed our focus to the products and services that will have the greatest impact for our customers. And we've updated our mission to reflect the evolution of our purpose: revolutionizing commerce globally.

We're embracing our roots to reshape commerce for the consumers and merchants around the world who rely on PayPal each day - making it faster and simpler for people to connect with each other and make their money go further. Our entire organization is focused on durable growth priorities that will help solve our customers' most pressing needs and delight them in new ways. We aim to deliver a best-in-class personalized commerce experience, and drive engagement by creating a richer value proposition that makes PayPal the obvious choice for both consumers and businesses.

All the investments and improvements we will make this year are guided by a set of new operating principles that we believe will help us drive value creation over time. The principles we will follow are: start with the customer; focus on profitable growth; drive operating leverage over time; set measurable goals and communicate consistently; and maintain a strong balance sheet.

We're committed to increasing transparency and accountability, and investing in areas of our business that will drive profitable growth and margin expansion in the years ahead. However, it will take time for these new initiatives and operating model to produce results. 2024 is a transition year focused on execution and moving with velocity to put the organization on a path for long-term success. I know that we're on the right strategic path that will allow this company to fully embrace the future that awaits us.

I am grateful to our employees who have shown incredible resolve in solving our customers' greatest challenges and who are working tirelessly to transform PayPal. To our stockholders, customers, and partners, thank you for your continued support and belief in what we can achieve together.

Thank you.

Alex Chriss

President and CEO

April 9, 2024

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Message from Our Independent Board Chair

Dear PayPal Stockholders:

2023 was a pivotal year for PayPal as we welcomed Alex Chriss to our Company and to our Board. While steering the successful CEO search and transition, the Board worked closely with management to navigate a complex macroeconomic environment and deliver solid financial and operational results. Looking ahead, we are inspired by the energy and vision that the new leadership team brings to their roles, and we believe PayPal is well-positioned for future profitable growth.

Executive Leadership Transitions

One of the Board's key priorities in 2023 was to identify a next-generation leader capable of driving growth across the PayPal platform for years to come. After a rigorous search process, we were thrilled to find in Alex a seasoned executive steeped in technology and product leadership experience with an impressive and proven track record of growing businesses.

We are also pleased to have appointed new executives to lead our Finance and People functions, as well as our Global Markets, Small Business & Financial Services and Consumer business units. Their collective expertise, honed through leadership roles at preeminent companies, will be crucial to our path forward. In overseeing these executive transitions, the Board has redoubled our commitment to building relationships with new leaders and ensuring that each of our leaders is cultivating robust talent development processes and succession plans. With this strong leadership team now in place, PayPal is ready to embark on our next chapter of growth and expansion.

Board Composition & Oversight

Collectively, our Board's balanced and diverse mix of skill sets, experiences and perspectives enables proper oversight of our business as we continue to evolve and grow in a rapidly shifting competitive environment. In particular, the Board's thoughtful approach to risk oversight supports our enterprise-wide global risk and compliance program to safeguard our customers and our platform, which is of the utmost importance. Our Board is committed to continuous improvement, and the annual Board and committee self-evaluations play a critical role in ensuring the continued effectiveness of our Board and each committee.

Stakeholder Engagement

Robust, ongoing engagement with our stockholders, customers, employees, regulators and other stakeholders is crucial to informing the Board's decision-making process. Since our 2023 Annual Meeting, we've contacted investors representing approximately 50% of our common stock and have engaged with investors holding approximately 19% of our common stock. As part of these efforts, independent directors met with investors representing approximately 12% of our common stock. These discussions covered a variety of subjects, including board composition and oversight, executive compensation and corporate sustainability and impact topics. Stockholders' feedback provides the Board and management with invaluable perspectives, and we look forward to continuing this important dialogue with our stakeholders.

On behalf of our Board, thank you for your investment in PayPal. I look forward to discussing these developments further with you at the 2024 Annual Meeting on May 22, which will be held via live webcast at www.virtualshareholdermeeting.com/PYPL2024.

Sincerely yours,

John J. Donahoe

Independent Board Chair

April 9, 2024

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Table of Contents

Notice of 2024 Annual Meeting of Stockholders	1
Important Information About PayPal's Virtual Annual Meeting	2
Proxy Statement Summary	3
PROPOSAL 1: Election of Directors	13
Director Nominees	13
Director Biographies	17
Corporate Governance	23
Board Leadership	23
Director Independence	24
Board Committees	24
Board Oversight	28
Executive Succession Planning	31
New Director to be Appointed After Annual Meeting	31
Board and Committee Evaluations	32
Stockholder Engagement	32
Related Person Transactions	35
Director Compensation	37
2023 Director Compensation	37
Deferred Compensation	38
Director Stock Ownership Guidelines	38
2023 Director Compensation Table	39
Corporate Sustainability and Impact Oversight and Management	40
Corporate Sustainability and Impact Governance Structure	40
Corporate Sustainability and Impact Strategy	40
Human Capital Management	42
Stock Ownership Information	45
Information About Our Executive Officers	46
PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation ("say-on-pay" vote)	48
Message from Our Compensation Committee	48
Compensation Discussion and Analysis	51
Named Executive Officers	51
Executive Summary	52
2023 Compensation Framework and Decisions	60
Executive Compensation Program Design	60
Other Compensation Elements	69
Our Structure for Setting Compensation	69
Other Compensation Practices and Policies	71
Compensation Tables	74
Pay versus Performance	88
CEO Pay Ratio Disclosure	92
Equity Compensation Plan Information	93
PROPOSAL 3: Vote to Approve PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and	94
Restated

PROPOSAL 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 2024 107

PROPOSAL 5: Stockholder Proposal - Report on Respecting Workforce Civil Liberties	110
PROPOSAL 6: Stockholder Proposal - Bylaw Amendment: Stockholder Approval of Director Compensation	112
Frequently Asked Questions	114
APPENDIX A: Reconciliation of Non-GAAP Financial Measures	123
APPENDIX B: PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (marked)	125

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, acquisitions or divestitures, 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 2024 Annual Meeting

of Stockholders

Wednesday, May 22, 2024

8:00 a.m. Pacific Time

Online at: www.virtualshareholdermeeting.com/PYPL2024

There is no physical location for the 2024 Annual Meeting.

ITEMS OF BUSINESS

1. Election of the 11 director nominees named in this proxy statement.
2. Advisory vote to approve named executive officer compensation.
3. Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated.
4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2024.
5. Consideration of two stockholder proposals, if properly presented at the Annual Meeting.
6. Such other business as may properly come before the Annual Meeting.

RECORD DATE

Wednesday, March 27, 2024 (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/PYPL2024. 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 116 of this proxy statement.

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

INTERNET	BY TELEPHONE	BY MAIL
Visit the website on your proxy card or	Call the telephone number on your	Sign, date and return your proxy card or
voting instruction form	proxy card or voting instruction form	voting instruction form 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

Secretary

April 9, 2024

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 9, 2024.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 22, 2024

This proxy statement and PayPal Holdings, Inc.'s 2023 Annual Report are available electronically at

https://investor.pypl.com/financials/annual-reports/default.aspxand (with your 16-digit control number) at www.proxyvote.com.

• 2024 Proxy Statement

1

PROXY STATEMENT

IMPORTANT INFORMATION ABOUT PAYPAL'S VIRTUAL ANNUAL MEETING

Important Information About PayPal's

Virtual Annual Meeting

PayPal's 2024 Annual Meeting will be conducted online only, via live webcast. Stockholders will be able to access the meeting live by visiting www.virtualshareholdermeeting.com/PYPL2024.

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 encourages participation and communication with our management, helps us engage with all stockholders regardless of size, resources or physical location, saves time and money, reduces our environmental impact and protects the health and safety of attendees.

Participating in the Virtual Annual Meeting

• Instructions on how to attend the virtual Annual Meeting are posted at www.virtualshareholdermeeting.com/PYPL2024.
• You may log in to the meeting platform beginning at 7:45 a.m. Pacific Time on May 22, 2024. The meeting will begin promptly at 8:00 a.m. Pacific Time.

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You will need the 16-digit control number provided in your proxy materials to attend the virtual Annual Meeting and listen live at www.virtualshareholdermeeting.com/PYPL2024.

Stockholders of record and beneficial owners as of the March 27, 2024 Record Date may vote their shares electronically during the virtual Annual Meeting.

On the date of the Annual Meeting, if you have questions about how to attend and participate or encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-844-986-0822 (U.S.) or 1- 303-562-9302 (International).

Additional Information About the Virtual Annual Meeting

• Stockholders may submit questions in advance of the meeting at www.proxyvote.combefore 8:59 p.m. Pacific Time on May 21, 2024, or during the live meeting at www.virtualshareholdermeeting.com/PYPL2024.
• During the meeting's question and answer session, members of our executive management team and our Board Chair will answer questions (including those submitted in advance) as time permits.
• Our rules of conduct and procedure for the meeting generally provide that:
• • Management will answer stockholder questions after the formal meeting has concluded.
  • We limit each stockholder to one question so that we can answer questions from as many stockholders as possible. Questions should be succinct and cover only one topic per question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. In addition, questions may be edited for brevity and grammatical corrections.
  • We do not intend to address any questions that are, among other things: irrelevant to the business of the Company or to the business of the Annual Meeting; related to material non-public information of the Company; related to personal matters or grievances; derogatory or otherwise in bad taste; repetitious statements already made by another stockholder; in furtherance of the stockholder's personal or business interests; or out of order or not otherwise suitable for the conduct of the Annual Meeting, in each case as determined by the Board Chair or Corporate Secretary in their reasonable discretion.
• If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if we are not able to answer all the questions submitted due to time constraints, stockholders may contact us separately after the meeting through our Investor Relations department by email at [e-mail].
• We will post questions and answers if applicable to the Company's business on our Investor Relations website as soon as practicable after the Annual Meeting. In addition, a replay of the meeting will be publicly available on our Investor Relations website after the meeting concludes.

• • 2024 Proxy Statement