DEF 14A 1 d243695ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant    

Filed by a Party other than the Registrant    

Check the appropriate box:

 

      PreliminaryProxy Statement

 

 

    Confidential,for Use of the Commission Only

      DefinitiveProxy Statement

        (as permitted by Rule 14a-6(e)(2))

      DefinitiveAdditional Materials

   

      SolicitingMaterial Pursuant to §240.14a-12

   

PayPal Holdings, Inc.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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     LOGO  
      
 
  

 

MESSAGE FROM OUR CHAIRMAN OF THE BOARD AND LEAD INDEPENDENT DIRECTOR

 

April 13, 2017

 

Dear PayPal Stockholder:

 

We are pleased to invite you to attend the annual meeting of stockholders of PayPal Holdings, Inc. on Wednesday, May 24, 2017 at 8:00 a.m. Pacific Time. Our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast. You will be able to attend the virtual annual meeting of stockholders online and submit your questions during the meeting by visiting pypl.onlineshareholdermeeting.com. You also will be able to vote your shares electronically at the virtual annual meeting.

 

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

 

Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying proxy statement.

 

We will be providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of this proxy statement and our 2016 Annual Report beginning on or about April 13, 2017. This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how to receive a paper copy of our proxy materials, including this proxy statement, our 2016 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail.

 

Your vote is important. Regardless of whether you plan to participate in the annual meeting, we hope you will vote as soon as possible. You may vote by proxy over the Internet, by telephone, or by mail (if you received paper copies of the proxy materials) by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the virtual annual meeting regardless of whether you attend the meeting online. You may also vote your shares electronically during the virtual annual meeting.

 

Sincerely yours,

 

 
  

LOGO

John J. Donahoe

Chairman of the Board

 

 

LOGO

 

David M. Moffett

Lead Independent Director

 
      


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  Table of Contents    

 

Table of Contents

 

 

   NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

     1  

   PROXY STATEMENT SUMMARY

     2  

  Proposals Requiring Your Vote

     2  

  2017 Director Nominees

     2  

  Corporate Governance

     3  

  Executive Compensation

     3  

   PROPOSAL 1 — ELECTION OF DIRECTORS

     8  

  Director Compensation

     14  

   CORPORATE GOVERNANCE

     17  

  Board Leadership and Lead Independent Director

     19  

  Board Committees

     19  

  Meetings and Attendance

     21  

  Certain Transactions with Directors and Officers

     21  

  Transactions with Related Persons

     22  

   OUR EXECUTIVE OFFICERS

     23  

   STOCK OWNERSHIP INFORMATION

     25  

  Security Ownership of Certain Beneficial Owners and Management

     25  

  Section 16(a) Beneficial Ownership Reporting Compliance

     26  

   PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

     27  

   COMPENSATION DISCUSSION AND ANALYSIS

     28  

  Introduction

     29  

  Executive Summary—Overview of Executive Compensation Program

     29  

  Compensation Framework

     37  

  Other Compensation Practices and Policies

     46  

   COMPENSATION TABLES

     51  

  2016 Summary Compensation Table

     51  

  2016 Grants of Plan-Based Awards

     53  

  2016 Outstanding Equity Awards at Fiscal Year-End

     54  

  2016 Option Exercises and Stock Vested

     55  

   2016 Non-Qualified Deferred Compensation

     55  

  Potential Payments Upon Termination or Change in Control

     56  

   EQUITY COMPENSATION PLAN INFORMATION

     59  

   PROPOSAL 3 — APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

     60  

   PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

     61  

   PROPOSAL 5 — STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     64  

   PROPOSAL 6 — STOCKHOLDER PROPOSAL REGARDING A SUSTAINABILITY REPORT

     66  

   PROPOSAL 7 — STOCKHOLDER PROPOSAL REGARDING A “NET-ZERO” GREENHOUSE GAS EMISSIONS REPORT

     69  

   OTHER INFORMATION

     71  

  Questions and Answers

     71  

  Other Matters

     76  

 

 

www.paypal.com


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  Notice of 2017 Annual Meeting of Stockholders     1

 

Notice of 2017 Annual Meeting of Stockholders

 

 

Date:    Wednesday, May 24, 2017
Time:    8:00 a.m. Pacific Time
Place:    The 2017 Annual Meeting of Stockholders will be held virtually and can be accessed online at pypl.onlineshareholdermeeting.com. There is no physical location for the 2017 Annual Meeting.

Items of Business:

 

1. Election of nine director nominees identified in this proxy statement.
2. Advisory vote to approve the compensation of our named executive officers.
3. Approval of an amendment to our Amended and Restated Certificate of Incorporation regarding proxy access.
4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2017.
5. Consideration of three stockholder proposals, if properly presented at the Annual Meeting.
6. Transaction of such other business as may properly come before the meeting or any adjournment or postponement of the Annual Meeting.

Record Date:

The Board of Directors set April 5, 2017 as the record date for the Annual Meeting. That means our stockholders of record at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and at any adjournment or postponements of the Annual Meeting.

Voting Information:

It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares electronically via the Internet, by telephone, by mail, or, if you are the record holder or hold a valid proxy, during the virtual Annual Meeting. Please carefully review the proxy materials and follow the instructions on page 74 to vote.

By Order of the Board of Directors

 

LOGO

A. Louise Pentland

Executive Vice President, Chief Business Affairs and Legal Officer

April 13, 2017

   
 

How to Vote

 

YOUR VOTE IS IMPORTANT. You are eligible to vote if you were a stockholder at the close of business on April 5, 2017. Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your proxy card or voting instruction form on hand and follow the instructions:

 

 
 

By Internet:

     LOGO

 

Before the meeting, you can vote your shares online at

www.proxyvote.com.

 

During the meeting, you can vote your shares online at

pypl.onlineshareholdermeeting.com.

 

By Telephone:

       LOGO

 

You can vote your shares by calling (800) 690-6903.

 

By Mail:

     LOGO

 

You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

 

Participation in Virtual Meeting:

 

We are pleased to invite you to participate in our Annual Meeting, which will be presented exclusively online. The accompanying proxy materials include instructions on how to participate in the Annual Meeting and how to vote your shares of Company common stock by attending the virtual Annual Meeting by webcast. To submit your questions during the Annual Meeting, please log on to pypl.onlineshareholdermeeting.com. You will need to enter the 16-digit control number received with your proxy or Notice of Internet Availability of proxy materials to enter the Annual Meeting.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 2017

 

This Notice of Annual Meeting and Proxy Statement and our 2016 Annual Report are available at

https://investor.paypal-corp.com/annuals-proxies.cfm.

 
   
 

 

 

www.paypal.com


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2      Proxy Statement Summary   

 

Proxy Statement Summary

 

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Proposals Requiring Your Vote

Stockholders are being asked to vote on the following matters at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”):

 

           
                  
   
     Proposal 1       Election of nine directors identified below (page 8)     
   
     The Board and the Corporate Governance and Nominating Committee believe that the nine director nominees identified in this proxy statement possess the necessary experience, skills and qualifications to provide advice and oversight of the strategic and operational direction of the Company and oversee its executive management to support the long-term interests of the Company and its stockholders.

 

    
     
           Our Board’s Recommendation    FOR EACH NOMINEE     
                          

2017 Director Nominees

  Name & Primary Occupation    Age     

Director

since

    

Committee

Memberships*

  

Other Public

Company

Boards

 

  Wences Casares (Independent)

     43        2016      Compensation       

  CEO and Founder, Xapo Inc.

                               

  Jonathan Christodoro (Independent)

     41        2015      Compensation      4  

  Former Managing Director, Icahn Capital LP

                               

  John J. Donahoe

     56        2015           3  

  President and CEO, ServiceNow, Inc.

                               

  David W. Dorman (Independent)

     63        2015      Compensation (Chair);      1  

  Chairman and CEO, AT&T Corporation (retired)

                     Governance         

  Belinda J. Johnson (Independent)

     50        2017      ARC       

  Chief Business Affairs and Legal Officer, Airbnb, Inc.

                               

  Gail J. McGovern (Independent)

     65        2015      ARC;      1  

  President and CEO, American Red Cross

                     Governance (Chair)         

  David M. Moffett (Independent)

     65        2015      ARC (Chair)      2  

  CEO, Federal Home Loan Mortgage Corp. (retired)

                               

  Daniel H. Schulman

     59        2015           2  

  President and CEO, PayPal Holdings, Inc.

                               

  Frank D. Yeary (Independent)

     53        2015      ARC      1  

  Chairman, CamberView Partners, LLC

                               

 

* ARC = Audit, Risk and Compliance Committee; Compensation = Compensation Committee; Governance = Corporate Governance and Nominating Committee

 

 

LOGO       2017 Proxy Statement


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  Proxy Statement Summary     3

 

Corporate Governance

The Board of Directors (the “Board” or the “PayPal Board”) of PayPal Holdings, Inc. (the “Company”, “PayPal”, “we”, “our”, or “us”) is committed to good corporate governance. We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and engenders public trust. The Board is responsible for providing advice and oversight of the strategic and operational direction of the Company and overseeing its executive management to support the long-term interests of the Company and its stockholders.

The following is a list of key governance provisions that demonstrate PayPal’s commitment to transparency and accountability:

 

   LOGO    Strong Board independence (seven of nine director nominees are independent)       LOGO    Separate Chairman and CEO roles
   LOGO    Independent Chairman or Lead Independent Director with robust responsibilities       LOGO    All directors stand for annual election
   LOGO    Majority vote standard for uncontested director elections       LOGO    Strong stockholder engagement practices
   LOGO    Stockholder right to call a special meeting       LOGO    Proxy access for qualifying stockholders
   LOGO    Simple majority vote standard for bylaw/charter amendments and transactions       LOGO    Stock ownership requirements for our executive officers and directors

 

 

             
                     
   
     Proposal 2       Advisory vote to approve the compensation of our named executive officers (page 27)     
               
   
     We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers (“say-on-pay”) as described in the Compensation Discussion and Analysis section beginning on page 28 and the Compensation Tables section beginning on page 51.     
     
           Our Board’s Recommendation    FOR        
                               

Executive Compensation

OUR COMPENSATION PROGRAM

2016 was transformative for PayPal, as we completed our first full calendar year as an independent, public company. Following our successful separation from eBay Inc. (“eBay”) in July 2015 (the “Separation”), the Compensation Committee redefined our compensation philosophy to reflect the challenges inherent in operating as an independent financial technology (“FinTech”) company. As such, the Compensation Committee prioritized the following compensation philosophy and goals in 2016:

 

  Simplicity, Transparency and Clarity of our program – enable executives to directly link Company and individual performance to their pay, and enable stockholders to directly link returns on their investment to Company performance;
  One Team – unified goals and objectives for the entire executive leadership team (and all employees Company-wide) to drive operational decisions and Company performance;
  Winning the War for Talent – recognizing the unique FinTech space in which we compete, prioritize nimble and aggressive compensation strategies to attract and retain key talent; and
  Individual Performance – ensure compensation is commensurate with results, both on the upside and downside, and that leaders are held accountable for underperformance.

 

 

www.paypal.com


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4      Proxy Statement Summary   

 

OUR 2016 NEO PAY

Our key executive compensation guiding principle continues to be closely aligning the compensation of our executives with the creation of long-term value for our stockholders by tying a significant portion of their target total direct compensation opportunity to our performance. The following pie charts show the 2016 Target Total Direct Compensation mix for our Chief Executive Officer, Mr. Schulman (our “CEO”), and the average Target Total Direct Compensation mix for our other named executive officers (“NEOs”). Target Total Direct Compensation is the sum of (i) earned 2016 base salary, (ii) target 2016 annual incentive award, and (iii) target annual long-term incentive award (based on grant date fair values).

Target Total Direct Compensation Mix

 

 

LOGO

 

 

LOGO       2017 Proxy Statement


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  Proxy Statement Summary     5

 

OUR PAY PRACTICES

We are committed to having strong governance standards with respect to our executive compensation program, policies, and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.

 

What We Do

 

Pay for Performance    LOGO   The majority of our NEOs’ 2016 Target Total Direct Compensation was performance-based.

Clawback Policy

   LOGO   Our NEOs are subject to a clawback policy, which permits the Compensation Committee to require forfeiture or reimbursement of incentive compensation, including any cash incentive award, equity award, or equity-based award paid or awarded to the NEO during the period in which he or she is subject to the policy, if (i) an action or omission by the NEO constitutes a material violation of our Code of Business Conduct; (ii) an action or omission by the NEO results in material financial or reputational harm to the Company; or (iii) a material restatement of all or a portion of our financial statements is the result of a supervisory or other failure by the NEO.

 

Meaningful Stock Ownership Guidelines

   LOGO   Our stock ownership guidelines align the long-term interests of our NEOs and non-employee directors with those of our stockholders and discourage excessive risk-taking. Our guidelines require stock ownership levels as a value of our shares of common stock equal to a multiple of base salary (6x for CEO, 3x for executive vice presidents (“EVPs”), and 2x for all other senior leadership team (“SLT”) executives) or annual retainer (5x for non-employee directors), and include stock retention requirements for executive officers until the required ownership levels are reached.

 

Prohibition of Hedging and Pledging

Transactions

   LOGO   Our insider trading policy prohibits members of our Board and executive officers from (i) entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, or (ii) pledging our common stock as collateral for any loans.

 

Multi-Year Vesting Schedule Requirement

   LOGO   To reinforce a culture in which our executive officers remain focused on our long-term success, our equity compensation plan provides that awards (other than stock options and stock appreciation rights) will vest over a minimum period of three years (or one year if the awards are subject to performance goals), with limited exceptions.

 

Independent Compensation Consultant

 

   LOGO   The Committee engages its own independent compensation consultant to advise on executive and non-employee director compensation matters.

 

Annual Risk Assessment

   LOGO   Based on our annual risk assessment, we have concluded that our compensation program do not present any risk that is reasonably likely to have a material adverse effect on PayPal.

 

Annual Comparator Peer Group Review

   LOGO   The Compensation Committee, with the assistance of its compensation consultant, reviews the makeup of our comparator peer groups annually and makes adjustments to the composition of the groups as it deems appropriate.

 

Annual Say-on-Pay Vote

   LOGO   We conduct an annual advisory (non-binding) vote on the compensation of the NEOs (a “say-on-pay” vote). At our 2016 Annual Meeting, more than 95% of the votes cast on the say-on-pay proposal were voted in favor of the 2015 compensation of the NEOs.
Investor Engagement    LOGO   In addition to the annual say-on-pay vote on NEO compensation, we are committed to ongoing engagement with our investors on executive compensation and governance matters. These engagement efforts take place through telephone calls, in-person meetings and correspondence with our investors.

 

 

www.paypal.com


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6      Proxy Statement Summary   

 

 

What We Don’t Do

 

 

No Excise Tax Gross-Ups on Severance Payments

 

   LOGO   We do not provide our NEOs with any gross-ups or other payment or reimbursement of excise taxes on severance or other payments in connection with a change in control of PayPal.

 

No “Single- Trigger” CIC Payments and Acceleration of Equity Awards

 

   LOGO   We do not make “single-trigger” change in control payments or maintain any plans that require single-trigger change in control acceleration of equity awards to our NEOs upon a change in control of PayPal.

 

No Tax Gross-Ups on Perquisites

   LOGO   We do not provide our NEOs with tax gross-ups or other payment or reimbursement on perquisites, other than in limited circumstances for business-related relocations and international business travel-related benefits that are under our control, at our direction and deemed to benefit our business operations.

 

No Continuation of Fringe Benefits

 

   LOGO   We do not continue executive fringe benefits to our NEOs following a termination of employment under our severance and change in control arrangements.

 

No Discounting of Stock Options or Repricing of Underwater Options

 

   LOGO   We expressly prohibit the discounting of stock options and the repricing of underwater stock options without stockholder approval under our equity compensation plan.

SUPPORTING OUR EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee believes that the goals of our executive compensation program are appropriate and that our executive compensation programs support PayPal’s growth strategy and are well aligned with creating long-term stockholder value.

 

             
                     
   
     Proposal 3       Approval of an Amendment to our Amended and Restated Certificate of Incorporation (page 60)     
               
   
     We are asking our stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to increase the number of stockholders who may, for proxy access purposes, aggregate their holdings to reach the 3% minimum ownership requirement from 15 to 20. The Board believes this change advances stockholder rights, is consistent with best practices, and is in the best interests of the Company and its stockholders.

 

    
     
           Our Board’s Recommendation    FOR        
                               

 

             
                     
   
     Proposal 4       Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2017 (page 61)     
               
   
     The Board and the Audit, Risk and Compliance Committee believe that the continued retention of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for the fiscal year ending December 31, 2017 is in the best interests of the Company and our stockholders. As a matter of good corporate practice, we are asking our stockholders to ratify the Audit, Risk and Compliance Committee’s selection of PwC as our independent auditor for 2017.

 

    
     
           Our Board’s Recommendation    FOR        
                               

 

 

LOGO       2017 Proxy Statement


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  Proxy Statement Summary     7

 

 

             
                     
   
     Proposals
5 – 7
      Three Stockholder Proposals (if properly presented) (pages 64-70)     
               
   
     Our stockholders will have the opportunity to vote on three stockholder proposals, if properly presented at the Annual Meeting. For each proposal, the text of the proposal, the proponents’ supporting statement and our statement in opposition are set forth beginning on page 64.

 

    
     
           Our Board’s Recommendation    AGAINST

EACH

PROPOSAL

       
                               

 

 

www.paypal.com


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8      Proposal 1   

 

Proposal 1 — Election of Directors

 

Nine directors listed below have been nominated by our Board for election at the Annual Meeting to serve until our 2018 Annual Meeting of Stockholders and until their successors are elected and qualified. All of the nominees are currently members of the Board. All of the director nominees are independent under the listing standards of The NASDAQ Stock Market, except for Messrs. Schulman and Donahoe. As previously disclosed, Mr. Omidyar has informed the Company that he will not stand for re-election as a director at the Annual Meeting. The Board has determined to reduce the size of the Board to nine directors effective immediately before the Annual Meeting.

Each of our current directors (except for Ms. Johnson) has been previously elected by our stockholders. Ms. Johnson was appointed as a director by the Board in January 2017 based on recommendations from our Corporate Governance and Nominating Committee (the “Governance Committee”). Ms. Johnson was initially identified as a potential candidate by our CEO and another executive officer. Mr. Christodoro was initially appointed to the eBay Inc. (“eBay”) Board of Directors pursuant to the nomination and standstill agreement between eBay and the lcahn Group entered into on January 21, 2015 (the “Standstill Agreement”). At the time of our separation from eBay in July 2015 (the “Separation”), the Company assumed certain obligations under the Standstill Agreement, which no longer applied to eBay. Pursuant to the Standstill Agreement, Mr. Christodoro resigned from the eBay Board of Directors (the “eBay Board”) and became a member of the PayPal Board, with such resignation and appointment effective as of the effective the time of the Separation. A full description of the Standstill Agreement is included in a Form 8-K filed with the SEC by eBay on January 23, 2015. Pursuant to the Standstill Agreement, the Company has agreed to use its reasonable best efforts to cause Mr. Christodoro to be elected, including recommending that the Company’s stockholders vote in favor of Mr. Christodoro. The Standstill Agreement also includes standstill and voting provisions applicable to the Icahn Group’s ownership of shares of the Company’s common stock, including an agreement to vote in favor of the Company’s director nominees so long as Mr. Christodoro is included in the Company’s slate of director nominees.

We expect that each director nominee will be able to serve if elected. If any director nominee is not able to serve, proxies may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

MAJORITY VOTE STANDARD

Under our Amended and Restated Bylaws (“Bylaws”), directors must be elected by a majority of the votes cast in uncontested elections, such as the election of directors at the Annual Meeting. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. Abstentions and broker non-votes are not counted as votes “FOR” or “AGAINST” a director nominee. As a result, abstentions and broker non-votes will have no effect on the vote for this proposal. If a director nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Bylaws and the Governance Guidelines of the Board (the “Corporate Governance Guidelines”), each director submits an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not re-elect that director. Within 90 days of the certification of the stockholder vote (subject to an additional 90-day period in certain circumstances), the Governance Committee or another committee of the Board would make a recommendation to the Board about whether to accept the resignation, and the Board would be required to decide whether to accept the resignation and to publicly disclose its decision and the rationale behind it.

In a contested election, the required vote would be a plurality of votes cast.

DIRECTOR NOMINEES

The Governance Committee and the Board have evaluated each of the director nominees against the factors and principles used to select director nominees. Based on this evaluation, the Governance Committee and the Board have concluded that it is in the best interests of the Company and its stockholders for each of the proposed director nominees listed below to continue to serve as a director of the Company. The Board believes that each of the director nominees has a strong track record of being a responsible steward of stockholders’ interests and brings extraordinarily valuable insight, perspective and expertise to the Board. Additional reasons that the Board recommends supporting the election of each the director nominees include:

 

  All of the director nominees have high-level managerial experience in relatively complex organizations.
  Each director nominee has highly relevant professional experience in management, technology, innovation, finance and/or payments.
  Each director nominee is highly engaged and able to commit the time and resources needed to provide active oversight of PayPal and its management. Each of our directors attended at least 75% of all of our Board meetings and committee meetings for committees on which such director served during 2016.
  We believe each director nominee is an individual of high character and integrity and is able to contribute to strong Board dynamics.
  Each director nominee has experience and expertise that complement the skill sets of the other director nominees.

 

 

LOGO       2017 Proxy Statement


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  Proposal 1     9

 

Below please find biographical information about the director nominees and their specific experience, skills and qualifications which led the Board and the Governance Committee to conclude that they should continue to serve as directors of PayPal.

 

         
              
   
    

Wences Casares

Age: 43

Director since: January 2016

 

CEO and Founder, Xapo Inc.

 

Board Committees:

Compensation

 

Director Qualification Highlights: 

  CEO Experience

  Innovator

  Technology Driven

  Payments Experience

     

Biography:

Mr. Casares has served as a director of PayPal since January 2016. He is the Founder of Xapo Inc., a bitcoin wallet and vault startup, and has served as its Chief Executive Officer since March 2014. From October 2011 to March 2014, Mr. Casares was Founder and Chief Executive Officer of Lemon Inc., a digital wallet platform. From March 2007 to October 2011, Mr. Casares was Co-Chief Executive Officer of Bling Nation Ltd., a mobile payments platform. He also serves on the Board of Directors of Kiva.org and Endeavor Global, Inc.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Casares’ unique line of sight into the future of commerce and payment technologies is ideally aligned with PayPal’s vision of transforming the management and movement of money for people around the globe.

   
                    

 

         
              
   
    

Jonathan Christodoro 

Age: 41

Director since: July 2015

 

Former Managing Director,

Icahn Capital LP

 

Board Committees:

Compensation

 

Director Qualification Highlights:

  Senior Leadership Experience

  Finance

  Public Company Board Service

  Mergers and Acquisitions

     

Biography:

Mr. Christodoro has served as a director of PayPal since July 2015. He was previously a board member of eBay from March 2015 to July 2015. Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, from July 2012 to February 2017. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles at P2 Capital Partners, LLC, a company with investments in technology and distribution, from March 2007 to July 2012. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr. Christodoro also serves on the Board of Directors of Cheniere Energy, Inc., Enzon Pharmaceuticals, Inc., Herbalife Ltd., Lyft, Inc., and Xerox Corporation. Mr. Christodoro was previously a director of: Hologic, Inc., a supplier of diagnostic, medical imaging and surgical products, from December 2013 to March 2016; eBay Inc., a global commerce and payments company, from March 2015 to July 2015; Talisman Energy Inc., an independent oil and gas exploration and production company, from December 2013 to May 2015; and American Railcar Industries, Inc., a railcar manufacturing company, from June 2015 to February 2017.

 

Mr. Christodoro received an M.B.A from the University of Pennsylvania’s Wharton School of Business. Mr. Christodoro received a B.S. in Applied Economics and Management Magna Cum Laude from Cornell University. Mr. Christodoro also served in the United States Marine Corps.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Christodoro has over 15 years of extensive financial, strategic and investment experience advising and investing in public companies, including at the board level.

   
                    

 

 

www.paypal.com


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John J. Donahoe

Age: 56

Director since: July 2015

 

President and CEO,

ServiceNow, Inc.

 

Director Qualification Highlights:

  CEO Experience

  Public Company Board Service 

  Strategic Planning

  International Experience

     

Biography:

Effective as of April 3, 2017, Mr. Donahoe has served as the President and Chief Executive Officer of ServiceNow, Inc., an enterprise cloud company. He has served as Chairman of the PayPal Board since July 2015. He served as the President and Chief Executive Officer of eBay from March 2008 to July 2015, and a director from January 2008 to July 2015. From January 2012 until April 2012, Mr. Donahoe served as Interim President of the PayPal business. From January 2008 to March 2008, Mr. Donahoe served as CEO-designate of eBay. From March 2005 to January 2008, Mr. Donahoe served as President, eBay Marketplaces. From January 2000 to February 2005, Mr. Donahoe served as the Worldwide Managing Director of Bain & Company. Mr. Donahoe also serves on the Board of Directors of ServiceNow, Inc., Intel Corporation and Nike, Inc.

 

Mr. Donahoe received his B.A. in Economics from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Donahoe brings extensive industry experience and deep knowledge of PayPal’s day-to-day operations based on his former role as director, President and Chief Executive Officer of eBay and previous managerial experience as Interim President of the PayPal business.

   
                    

 

         
              
   
    

David W. Dorman

Age: 63

Director since: June 2015

 

Chairman and CEO,

AT&T Corporation (retired)

 

Board Committees:

Compensation (Chair)

Governance

 

Director Qualification Highlights:

  CEO Experience

  Public Company Board Service 

  Strategic Planning

  Finance

     

Biography:

Mr. Dorman has served as a director of PayPal since June 2015. He previously served as a board member of eBay from June 2014 to July 2015. Mr. Dorman has been the Non-Executive Chairman of the Board of CVS Health Corporation, a pharmacy healthcare provider, since May 2011, and is the former Chairman and Chief Executive Officer of AT&T Corporation, a telecommunications company (formerly known as SBC Communications Inc.). He is also Founding Partner of Centerview Capital, a private investment firm, since July 2013. He was formerly Non-Executive Chairman 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. He served as Non-Executive Chairman of the Board of Motorola, Inc. from May 2008 until the separation of its mobile devices and home businesses in January 2011. From October 2006 to May 2008, he was a Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm. From November 2005 until January 2006, Mr. Dorman served as President and a director of AT&T Corporation. From November 2002 until November 2005, Mr. Dorman was Chairman of the Board and Chief Executive Officer of AT&T Corporation. Prior to this, he was 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. Mr. Dorman also serves on the Board of Directors of Yum! Brands, Inc. and as a Trustee for Georgia Tech Foundation, Inc.

 

Mr. Dorman received his B.S. in industrial management from Georgia Institute of Technology.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Dorman’s leadership as former Chairman and Chief Executive Officer of AT&T Corporation and his extensive experience in global telecommunications-related businesses as a former Chief Executive Officer, as well as expertise in finance, strategic planning and public company executive compensation adds to the strong leadership expertise of the Board.

   
                    

 

 

LOGO       2017 Proxy Statement


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  Proposal 1     11

 

 

         
              
   
    

Belinda J. Johnson

Age: 50

Director since: January 2017

 

Chief Business Affairs and Legal
Officer, Airbnb, Inc.

 

Board Committees:

Audit, Risk and Compliance

 

Director Qualification Highlights:

  Legal and Regulatory

  Technology Company Experience 

     

Biography:

Ms. Johnson has served as a director of PayPal since January 2017. She has been the Chief Business Affairs and Legal Officer of Airbnb, Inc., a global community marketplace which provides access to unique accommodations and experiences, since July 2015, having joined as General Counsel in December 2011. Prior to Airbnb until August 2011, Ms. Johnson served as Senior Vice President and Deputy General Counsel of Yahoo! Inc., a digital information platform. Ms. Johnson also served in other various positions at Yahoo! Inc. from August 1999. From November 1996 to August 1999, Ms. Johnson was General Counsel of Broadcast.com, Inc., an internet broadcasting company.

 

Ms. Johnson received her B.A. from The University of Texas at Austin and her J.D. from The University of Texas Law School.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Ms. Johnson’s expertise with legal and regulatory matters and government relations and extensive experience with global, consumer-facing technology companies is particularly relevant to the Company’s business and adds depth to the Board and the Audit, Risk and Compliance Committee.

   
                    

 

         
              
   
    

Gail J. McGovern

Age: 65

Director since: June 2015

 

President and CEO,

American Red Cross

 

Board Committees:

Audit, Risk and Compliance

Governance (Chair)

 

Director Qualification Highlights:

  CEO Experience

  Public Company Board Service 

  Strategic Planning

  Finance

     

Biography:

Ms. McGovern has served as a director of PayPal since June 2015. She previously served as a board member of eBay from March 2015 to July 2015. Ms. McGovern is the President and Chief Executive Officer of the American Red Cross, a humanitarian organization, and has served in that position since June 2008. Ms. McGovern also serves as a trustee of John Hopkins Medicine, and a director of DTE Energy Company, and as an advisor to The Weather Channel.

 

Ms. McGovern received her B.A. in quantitative sciences from Johns Hopkins University and her M.B.A. from Columbia University.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Ms. McGovern’s leadership experience as President and Chief Executive Officer of the American Red Cross adds to the strong leadership expertise of the Board and brings a strong perspective from the academic and nonprofit worlds. Her extensive executive experience in marketing and sales, customer relations, corporate finance, strategic planning and government relations and knowledge of regulatory matters adds depth to the Board.

   
                    

 

 

www.paypal.com


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David M. Moffett

Age: 65

Director since: June 2015

 

CEO, Federal Home Loan
Mortgage Corp (retired)

 

Board Committees:

Audit, Risk and Compliance
(Chair)

 

Director Qualification Highlights:

  CEO Experience

  Public Company Board Service 

  Payments Experience

  Finance

     

Biography:

Mr. Moffett has served as a director of PayPal since June 2015 and as Lead Independent Director since July 2015. He was previously a board member of eBay from July 2007 to July 2015. Mr. Moffett served as Chief Executive Officer of Federal Home Loan Mortgage Corp. (“Freddie Mac”) from September 2008 until his retirement in March 2009. He also served as a director of Freddie Mac from December 2008 to March 2009. In 1993, Mr. Moffett joined Star Banc Corporation, a bank holding company, as Chief Financial Officer and during his tenure 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. Mr. Moffett also serves on the Board of Directors of CSX Corporation, Genworth Financial, Inc. and as a Trustee for Columbia Atlantic Mutual Funds and University of Oklahoma Foundation and as a consultant to various financial services companies.

 

Mr. Moffett received a B.A. from the University of Oklahoma and an M.B.A. from Southern Methodist University.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Moffett has more than 30 years of strategic finance, risk management, and operational experience in banking and payment processing. He brings this strong financial expertise to his role on the Board and as the Chair of the Audit, Risk and Compliance Committee. He also has extensive global financial management and regulatory expertise as a former Chief Executive Officer and Chief Financial Officer of financial services companies. Mr. Moffett has extensive experience in the payments business as a result of his involvement with the development of U.S. Bancorp’s global expansion of its merchant processing business, which is particularly relevant to PayPal’s business. Mr. Moffett’s leadership experience as Chief Executive Officer of Freddie Mac adds to the strong leadership expertise of the Board.

   
                    

 

         
              
   
    

Daniel H. Schulman

Age: 59

Director since: July 2015

 

President and CEO,

PayPal Holdings, Inc.

 

Director Qualification Highlights:

  CEO Experience

  Public Company Board Service 

  Payments Experience

  Strategic Planning

     

Biography:

Mr. Schulman has served as President and Chief Executive Officer of PayPal since July 2015. He had served as the President and CEO-Designee of PayPal from September 2014 until July 2015. From August 2010 to August 2014, Mr. Schulman served as Group President, Enterprise Group of American Express Company, a financial services company. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation, a cellular phone service provider, from November 2009 until August 2010, when Sprint Nextel acquired Virgin Mobile, USA, a cellular phone service provider. Mr. Schulman also serves on the Board of Directors of Flex Ltd. and Symantec Corporation.

 

Mr. Schulman received a B.A. from Middlebury College and an M.B.A. from New York University’s Leonard N. Stern School of Business.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Schulman’s extensive industry experience and knowledge of PayPal’s day-to-day operations, as well as his previous managerial experience in the payments and technology industries enables Mr. Schulman to provide valuable perspectives on many issues facing PayPal, particularly with respect to business management and strategy. Mr. Schulman’s service on the Board creates an important link between management and the Board and provides PayPal with decisive and effective leadership.

   
                    

 

 

LOGO       2017 Proxy Statement


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  Proposal 1     13

 

 

         
              
   
    

Frank D. Yeary

Age: 53

Director since: July 2015

 

Chairman, CamberView Partners,
LLC

 

Board Committees:

Audit, Risk and Compliance

 

Director Qualification Highlights:

  Senior Leadership Experience

  Public Company Board Service 

  Finance

  Mergers and Acquisitions

     

Biography:

Mr. Yeary has served as a director of PayPal since July 2015. He previously served as a board member of eBay from January 2015 to July 2015. Mr. Yeary has been Chairman of CamberView Partners, LLC, a corporate advisory firm, since 2012. Mr. Yeary was Vice Chancellor of the University of California, Berkeley, a public university, from 2008 to 2012, where he led and implemented major strategic and financial changes to the university’s financial and operating strategy; from 2010 to 2011, he served as interim Chief Administrative Officer, managing a portfolio of financial and operational responsibilities and departments. Prior to 2008, Mr. Yeary spent 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions and a member of the Management Committee at Citigroup Investment Banking, a financial services company. Mr. Yeary also serves on the Board of Directors of Intel Corporation.

 

Mr. Yeary received his B.A. in History and Economics from the University of California, Berkeley.

 

Experience, Skills and Qualifications of Particular Relevance to PayPal:

Mr. Yeary’s extensive career in investment banking and finance brings to the Board financial strategy and mergers and acquisitions expertise, including expertise in financial reporting and experience in assessing the efficacy of mergers and acquisitions. In addition, Mr. Yeary’s role as Vice Chancellor and as Chief Administrative Officer of a large public research university provides strategic and financial expertise.

   
                    

 

The Board Recommends a Vote FOR each of the Named Director Nominees.

CONSIDERATION OF DIRECTOR NOMINEES

Stockholder Recommendations and Nominations

The Governance Committee considers director candidates identified for consideration for nomination to the Board from stockholders. In evaluating such recommendations, the Governance Committee addresses the criteria described below under “Director Selection Process and Qualifications.” There are no differences in the manner in which the Governance Committee evaluates nominees for director based on whether the candidate is recommended by a stockholder or otherwise. Stockholders may recommend director candidates by writing to 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.

In addition, our 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 (“proxy access candidates”). Stockholders who wish to nominate a proxy access candidate must follow the procedures described in our Certificate of Incorporation and Bylaws. Proxy access candidates meeting the qualifications and requirements set forth in our Certificate of Incorporation and Bylaws will be included the Company’s proxy statement and ballot.

Director Selection Process and Qualifications

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 Corporate Governance Guidelines.

The Board and Governance Committee evaluate directors based on the following attributes:

 

  Character;
  Integrity;
  Judgment;
  Skills;
  Background;
  Experience of particular relevance to the Company; and
  Ability and willingness to devote sufficient time to the Board.

 

 

www.paypal.com


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14      Proposal 1   

 

The Board and Governance Committee consider the following factors and principles in evaluating and selecting director nominees:

 

  Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems;
  Directors should represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies;
  Directors should be individuals of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out their responsibilities;
  In addressing the overall composition of the Board, diversity (including gender and race), age, international background, and expertise should be considered in evaluating potential Board members;
  The interplay of a candidate’s background and expertise with that of other Board members, and the extent to which a candidate may be a desirable addition to any Board committee should be considered;
  The Board should be composed of directors who are highly engaged with our business; and
  The Board should include individuals with highly relevant professional experience.

In particular, the Governance Committee values diversity as a factor in selecting nominees. When searching for new directors, the Governance Committee actively seeks out qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen.

From time to time, the Governance Committee may retain an executive search firm to assist in identifying, screening and evaluating potential candidates.

Director Compensation

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding compensation paid to non-employee directors, for their Board and committee services.

2016 DIRECTOR COMPENSATION

Effective January 1, 2016, each non-employee director of the Company received the following annual retainers on the first trading day after January 1 of each year in which the director serves as a non-employee director of the Company, other than Mr. Omidyar, who will not receive any compensation for his services as a Board member:

 

  2016 Annual Retainers:

 

       

 

  All Non-Employee Directors

 

  

 

$

 

 

80,000/year

 

 

 

 

 

  Non-Executive Board Chair

 

  

 

$

 

 

100,000/year

 

 

 

 

 

  Lead Independent Director

 

  

 

$

 

 

75,000/year

 

 

 

 

 

  ARC Committee Chair and Compensation Committee Chair

 

  

 

$

 

 

20,000/year

 

 

 

 

 

  Governance Committee Chair

 

  

 

$

 

 

15,000/year

 

 

 

 

 

  ARC Committee Member and Compensation Committee Member

 

  

 

$

 

 

18,000/year

 

 

 

 

 

  Governance Committee Member

 

  

 

$

 

 

10,000/year

 

 

 

 

A non-employee director who serves as a Board Chair or as the chair of a committee will be entitled to the Board Chair annual retainer and/or committee chair annual retainer in addition to the non-employee director annual retainer, but will not be entitled to the committee member annual retainer for serving as a member of that specific committee.

A non-employee director may elect to receive 100% of his/her annual retainer(s) in fully vested stock awards of PayPal common stock under our 2015 Equity Incentive Award Plan having a value equal to the annual retainer(s) in lieu of cash.

If a non-employee director is elected or appointed to serve as a member of the Board, or appointed to serve as a member of a committee or as a chair of a committee in which he/she was not a member prior to such appointment, following the annual retainer payment date for such calendar year (i.e., the first trading day after January 1 of such year), such non-employee director will receive a prorated annual retainer, based on the number of days from the appointment/election date to December 31 of such year.

 

 

LOGO       2017 Proxy Statement


Table of Contents
         
  Proposal 1     15

 

2016 Equity Awards:

In addition to the annual retainers, all non-employee directors of PayPal received the following fully vested stock awards of PayPal common stock under our 2015 Equity Incentive Award Plan following PayPal’s annual meeting of stockholders:

 

 

  All Independent Directors

 

  

 

$

 

 

220,000 in PayPal common stock

 

 

 

 

 

  Board Chair1

 

  

 

$

 

 

100,000 in PayPal common stock

 

 

 

 

1 The Board Chair receives $100,000 in PayPal common stock in addition to the $220,000 in PayPal common stock that he/she receives for services as a non-employee director.

The number of shares of PayPal common stock subject to the stock award is determined by dividing the amount of the annual equity award by the per share fair market value (i.e., the closing price of our common stock) on the date of the annual stockholder meeting, rounded up to the nearest whole share.

If a non-employee director is appointed or elected at any time other than at an annual stockholder meeting, such director will not be eligible to receive an annual equity award for any period prior to the first annual stockholder meeting following his/her appointment or election.

2017 DIRECTOR COMPENSATION

Effective January 1, 2017, each non-employee director of the Company will receive the following annual retainer on the first trading day after January 1 of each year in which the director serves as a non-employee director of the Company, other than Mr. Omidyar, who will not receive any compensation for his services a Board member:

 

 

  2017 Annual Retainers:

 

       

 

  All Non-Employee Directors

 

  

 

$

 

 

80,000/year

 

 

 

 

 

  Non-Executive Board Chair

 

  

 

$

 

 

100,000/year

 

 

 

 

 

  Lead Independent Director

 

  

 

$

 

 

75,000/year

 

 

 

 

 

  ARC Committee Chair

 

  

 

$

 

 

25,000/year

 

 

 

 

 

  Compensation Committee Chair and Governance Committee Chair

 

  

 

$

 

 

20,000/year

 

 

 

 

 

  ARC Committee Member

 

  

 

$

 

 

20,000/year

 

 

 

 

 

  Compensation Committee Member

 

  

 

$

 

 

18,000/year

 

 

 

 

 

  Governance Committee Member

 

  

 

$

 

 

10,000/year

 

 

 

 

2017 Equity Awards:

In addition to the annual retainers, all non-employee directors of PayPal will receive the following fully vested stock awards of PayPal common stock under our 2015 Equity Incentive Award Plan following PayPal’s annual meeting of stockholders:

 

 

  All Independent Directors

 

  

 

$

 

 

250,000 in PayPal common stock

 

 

 

 

 

  Board Chair1

 

  

 

$

 

 

100,000 in PayPal common stock

 

 

 

 

1 The Board Chair receives $100,000 in PayPal common stock in addition to the $250,000 in PayPal common stock that he/she receives for services as a non-employee director.

 

 

www.paypal.com


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2016 DIRECTOR COMPENSATION TABLE

The following table summarizes the total compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2016. Ms. Johnson joined the Board after December 31, 2016; therefore, she did not receive any compensation during 2016.

 

  Name   

Fees Earned or

Paid in Cash(1)

($)

    

Stock

Awards(2)

($)

    

Option

Awards(2)

($)

    

Total

($)

 

 

  Wences Casares

 

  

 

 

 

 

95,055

 

 

 

 

  

 

 

 

 

220,002

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

315,057

 

 

 

 

 

  Jonathan Christodoro

 

  

 

 

 

 

98,000

 

 

 

 

  

 

 

 

 

220,002

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

318,002

 

 

 

 

 

  John J. Donahoe

 

  

 

 

 

 

180,000

 

 

 

 

  

 

 

 

 

320,003

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

500,003

 

 

 

 

 

  David W. Dorman

 

  

 

 

 

 

110,000

 

 

 

 

  

 

 

 

 

220,002

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

330,002

 

 

 

 

 

  Gail J. McGovern

 

  

 

 

 

 

113,000

 

 

 

 

  

 

 

 

 

220,002

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

333,002

 

 

 

 

 

  David M. Moffett

 

  

 

 

 

 

193,000

 

 

 

 

  

 

 

 

 

220,002

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

413,002

 

 

 

 

 

  Pierre M. Omidyar

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  Frank D. Yeary

 

  

 

 

 

 

98,000

 

 

 

 

  

 

 

 

 

220,002

 

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

318,002

 

 

 

 

1 The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2016, which includes fees with respect to which the following directors elected to receive fully vested shares of PayPal stock in lieu of cash (such shares were granted on January 4, 2016):

 

  Name   

Fees

Forgone

($)

    

Shares

Received

(#)

 

 

  John J. Donahoe

 

  

 

 

 

 

180,000

 

 

 

 

  

 

 

 

 

5,179

 

 

 

 

 

  David W. Dorman

 

  

 

 

 

 

110,000

 

 

 

 

  

 

 

 

 

3,165

 

 

 

 

 

  David M. Moffett

 

  

 

 

 

 

193,000

 

 

 

 

  

 

 

 

 

5,553

 

 

 

 

2 Amounts shown represent the grant date fair value of the stock awards granted on May 25, 2016 to our directors as computed in accordance with FASB ASC Topic 718. As of December 31, 2016, our non-employee directors held the following deferred stock units (“DSUs”) and stock options.

 

  Name   

Total

DSUs Held

as of 12/31/16

(#)

    

Total

Options Held

as of 12/31/16

(#)

 

 

  Wences Casares

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  Jonathan Christodoro

 

  

 

 

 

 

5,353

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  John J. Donahoe

 

  

 

 

 

 

2,464

 

 

 

 

  

 

 

 

 

368,513

 

 

 

 

 

  David W. Dorman

 

  

 

 

 

 

9,488

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  Gail J. McGovern

 

  

 

 

 

 

3,711

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  David M. Moffett

 

  

 

 

 

 

49,001

 

 

 

 

  

 

 

 

 

14,014

 

 

 

 

 

  Pierre M. Omidyar

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  Frank D. Yeary

 

  

 

 

 

 

5,460

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

LOGO       2017 Proxy Statement


Table of Contents
         
  Corporate Governance     17

 

Corporate Governance

 

The Board is committed to good corporate governance. We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and engenders public trust. The Board is responsible for providing advice and oversight of the strategic and operational direction of the Company and overseeing its executive management to support the long-term interests of the Company and its stockholders.

We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives, and to provide us with useful input concerning our corporate governance and compensation practices.

To help our stockholders understand our commitment to this relationship and our governance practices, the Board has adopted the Corporate Governance Guidelines to serve as a framework within which the Board conducts its business. Our Corporate Governance Guidelines, charters of our principal Board committees, our Code of Business Conduct and Ethics (“Code of Business Conduct”), and other governance materials are available on our investor relations website at https://investor.paypal-corp.com/corporate-governance.cfm.

The following sections provide an overview of PayPal’s corporate governance practices.

THE BOARD’S ROLE AND RESPONSIBILITIES

Risk Oversight

Management is responsible for assessing and managing risk, subject to oversight by the Board. The Board executes its oversight responsibility for risk assessment and risk management directly and through its committees.

In January 2017, the Audit Committee of the Board was renamed the Audit, Risk and Compliance Committee (the “ARC Committee”) to more accurately reflect the scope of the committee’s role with respect to oversight of risk and compliance matters. The Board has delegated to the ARC Committee primary responsibility for the oversight of risk management at PayPal. In accordance with its charter, the ARC Committee discusses and reviews with management our major risk exposures, including financial, operational, privacy, security, business continuity, legal, and regulatory risks, and the steps we have taken to monitor, control and manage such exposures and the Company’s risk assessment and risk management policies. The ARC Committee reviews with our Chief Business Affairs and Legal Officer and/or Chief Risk and Compliance Officer, as applicable, significant legal, compliance, or regulatory matters that could have a material impact on our financial statements, compliance policies or our business, including material notices to or inquiries received from governmental agencies.

To oversee and manage risk, we have embedded a global, Company-wide enterprise risk management (“ERM”) program involving the ARC Committee, management, and other personnel. The ERM program is designed to identify, assess, measure and manage key risks facing our Company, including financial crimes risk, regulatory compliance risk, information security, technology risk, operational risk (including fraud losses), credit risk, market risk (including capital and liquidity), reputational risk, and strategic risk. The ERM program is designed to enable the ARC Committee to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review and discuss the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level. In connection with the ERM program, the ARC Committee discusses individual risk areas with management throughout the year.

The other principal Board committees oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee reviews the risks associated with our compensation policies and practices. Management has assessed the Company’s compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company, and the Compensation Committee agreed with this conclusion. The Governance Committee reviews the risks associated with our overall corporate governance.

Communication with the Board

Stockholders are invited to contact the Board or any individual director by writing to the Corporate Secretary at our principal executive offices: PayPal Holdings, Inc., 2211 North First Avenue, San Jose, California 95131, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder communication delivered to the Company for forwarding to the Board or specified Board member(s) will be forwarded in accordance with the stockholder’s instructions. However, the Company reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials.

Board and Committee Evaluations

The Board and its principal committees perform an annual self-assessment to assess their performance and effectiveness and to identify opportunities to improve Board and committee performance. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chairman and Lead Independent Director then follows up on this feedback and takes such further action with directors receiving comments and other directors as needed.

 

 

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18      Corporate Governance   

 

Director Orientation and Continuing Education

Our director orientation programs familiarize new directors with the Company’s businesses, strategies, and policies, and assist new directors in developing the skills and knowledge required for their service on the Board. All other directors are also invited to attend the orientation programs. From time to time, management advises, or invites outside experts to attend Board meetings to advise, the Board on its responsibilities, management’s responsibilities, developments relevant to corporate governance and best corporate practices. Board members may attend, at the Company’s expense, accredited director education programs.

Succession Planning

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

Code of Business Conduct

We expect our directors, officers, and employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend upon the good judgment, ethical standards, and personal integrity of each director, officer, and employee. PayPal’s Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. We regularly review the Code of Business Conduct and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees. The Code of Business Conduct is available at https://investor.paypal-corp.com/corporate-governance.cfm. Concerns about accounting or auditing matters or possible violations of our Code of Business Conduct should be reported under the procedures outlined in the Code of Business Conduct.

Outside Advisors

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

DIRECTOR INDEPENDENCE

Under the listing standards of The NASDAQ Stock Market (“NASDAQ”) and our Corporate Governance Guidelines, the Board must consist of a majority of independent directors. Annually, each director completes a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the listing standards of NASDAQ and our Corporate Governance Guidelines, and whether members of the ARC Committee and 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 making determinations regarding a director’s independence, and the Board does not consider any of those transactions, relationships, and arrangements in determining director independence.

Based on its review, the Board has determined that each of Wences Casares, Jonathan Christodoro, David W. Dorman, Belinda J. Johnson, Gail J. McGovern, David M. Moffett, Pierre M. Omidyar, and Frank D. Yeary is independent under the listing standards of NASDAQ and our Corporate Governance Guidelines, including that each director is free of any relationship that would interfere with his or her individual exercise of independent judgment.

The Board limits membership on the ARC Committee, the Compensation Committee, and the Governance Committee to independent directors. Our Corporate Governance Guidelines prohibit directors from serving on the board of directors, or as an officer, of another company that might cause a significant conflict of interest. Our Corporate Governance Guidelines also provide that any director who has previously been determined to be independent must inform the Lead Independent Director and our Corporate Secretary of any significant change in his or her personal circumstances, including a change in principal occupation, change in his or her professional roles and responsibilities or status as a member of the board of another public company, including retirement, and any change in circumstance that may cause his or her status as an independent director to change.

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 that serves on the Board or the Compensation Committee.

 

 

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Table of Contents
         
  Corporate Governance     19

 

Board Leadership and Lead Independent Director

In accordance with our Bylaws, the Board elects our Chairman of the Board and our CEO. Our Corporate Governance Guidelines require that the roles of Chairman and CEO be held by separate individuals. The Board’s policy is that the positions of Chairman and CEO should be held by separate persons as an aid in the Board’s oversight of management and to allow the CEO to focus primarily on management responsibilities. Mr. Donahoe currently serves as our Chairman.

In July 2015, our independent directors elected Mr. Moffett to serve a two-year term as the Board’s Lead Independent Director through the conclusion of the Annual Meeting. In March 2017, Mr. Moffett was reelected to serve an additional two-year term as Lead Independent Director effective upon the conclusion of the Annual Meeting, subject to his continuing reelection and status as an independent director. The Lead Independent Director’s responsibilities are detailed in our Corporate Governance Guidelines, and include:

 

  Providing the Chairman with input as to an appropriate schedule of Board meetings;
  Providing the Chairman with input as to the preparation of agendas for Board meetings;
  Providing the Chairman with input as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties;
  Making recommendations to the Chairman regarding the retention of consultants who report directly to the Board (other than consultants who are selected by the various committees of the Board);
  Presiding over executive sessions of the Board;
  Acting as a liaison between the Independent Directors and the Chairman and CEO on sensitive issues;
  Together with the Chairman, leading the Board in its review of the results of the annual self-assessment process, including acting on director feedback as needed; and
  Together with the Chairman, conducting interviews to confirm the continued qualification and willingness to serve of each director whose term is expiring at an annual meeting prior to the time at which directors are nominated for re-election.

Board Committees

The Board has three principal committees: the ARC Committee, the Compensation Committee, and the Governance Committee. Each committee has a written charter, which is available on the corporate governance section of our investor relations website at https://investor.paypal-corp.com/corporate-governance.cfm. The table below provides the current membership for each principal Board committee.

 

     

ARC

Committee

  

Compensation

Committee

  

Governance

Committee

 

  Wences Casares

 

  

 

  

 

Member

 

  

 

 

  Jonathan Christodoro

 

  

 

  

 

Member

 

  

 

 

  John J. Donahoe

 

  

 

  

 

  

 

 

  David W. Dorman

 

  

 

  

 

Chair

 

  

 

Member

 

 

  Belinda J. Johnson*

 

  

 

Member

 

  

 

  

 

 

  Gail J. McGovern

 

  

 

Member

 

  

 

  

 

Chair

 

 

  David M. Moffett

 

  

 

Chair

 

  

 

  

 

 

  Pierre M. Omidyar

 

  

 

  

 

  

 

 

  Daniel H. Schulman

 

  

 

  

 

  

 

 

  Frank D. Yeary

 

  

 

Member

 

  

 

  

 

* Ms. Johnson has served as a member of the ARC Committee since January 12, 2017.

 

 

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20      Corporate Governance   

 

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

 

     

ARC Committee

  

 

    

 

   

Members

Belinda J. Johnson (since Jan. 2017)

Gail J. McGovern

David M. Moffett (Chair)

Frank D. Yeary

 

Meetings in 2016: 10

   Primary Responsibilities
  

The ARC Committee provides assistance and guidance to the Board in fulfilling its oversight responsibilities with respect to:

 

      PayPal’s corporate accounting and financial reporting practices;
      The independent auditor’s 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;
        Reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements with the independent auditor;
        Producing the Audit Committee Report for inclusion in our proxy statement;
        PayPal’s overall risk framework and risk appetite; and
        PayPal’s compliance program.
    

 

The charter of the ARC Committee describes its specific responsibilities and functions.

 

     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 is an “audit committee financial expert” as defined by SEC rules.

 

     

Compensation Committee

       
   

Members

Wences Casares

Jonathan Christodoro

David W. Dorman (Chair)

 

Meetings in 2016: 8

   Primary Responsibilities
   The primary responsibilities of the Compensation Committee are to:

 

      Review and approve all compensation programs applicable to directors and executive officers, the overall strategy for employee compensation, and the compensation of our CEO and our other executive officers;
      Oversee and monitor compliance with the Company’s stock ownership guidelines applicable to directors and executive officers;
        Review the Compensation Discussion and Analysis contained in our proxy statement and prepare the Compensation Committee Report for inclusion in our proxy statement; and
       

Review and consider the results of any advisory stockholder votes on executive compensation.

 

     The charter of the Compensation Committee describes its specific responsibilities and functions and permits the Compensation Committee, in its discretion, to delegate all or a portion of its duties and responsibilities to a subcommittee or any member of the Compensation Committee or, subject to applicable law, listing standards and the terms of the charter, any officer or officers of the Company.

 

     Independence
     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 consultants, outside legal counsel, and other compensation advisers. Additional disclosure regarding the role of the Compensation Committee in compensation matters, including the role of consultants in compensation decisions, can be found under “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Roles and Responsibilities — Compensation Consultant” below.

 

 

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  Corporate Governance     21

 

 

     

Governance Committee

  

 

    

 

   

Members

David W. Dorman

Gail J. McGovern (Chair)

 

Meetings in 2016: 4

   Primary Responsibilities
  

The primary responsibilities of the Governance Committee include:

 

      Making recommendations to the Board as to the appropriate size of the Board or any Board committee;
      Reviewing the qualifications of candidates for the Board;
      Making recommendations to the Board on potential Board and Board committee members, whether as a result of vacancies (including any vacancy created by an increase in the size of the Board) or as part of the annual election cycle;
        Reviewing our Corporate Governance Guidelines annually; and
       

Establishing procedures to exercise oversight of the evaluation of the Board and senior management, and leading an annual evaluation of the Board and senior management.

 

    

The charter of the Governance Committee describes its specific responsibilities and functions.

 

     Independence
     Each member of the Governance Committee meets the independence requirements of NASDAQ.

Meetings and Attendance

Our Board holds regularly scheduled quarterly meetings. 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 quarterly Board meeting. In addition, the outside directors have the opportunity to meet without our management or the other directors as part of each regularly scheduled Board meeting. The Lead Independent Director leads these discussions.

Our Board met four times during 2016. Each director nominee who served in 2016 attended at least 75% of all of our Board meetings and committee meetings for committees on which he or she served in 2016.

All directors are expected to attend the Annual Meeting. Eight of the nine directors serving on our Board at the time of our 2016 annual meeting of stockholders attended that meeting.

Certain Transactions with Directors and Officers

RELATED-PERSON TRANSACTION POLICY

The Board has adopted a written related-person transaction policy governing the review and approval of related person transactions that is administered by the ARC Committee. The policy applies to any transaction or series of transactions in which the Company or a consolidated subsidiary is a participant, the amount involved exceeds $120,000, and a related person under the policy has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial owners of more than 5% of PayPal’s outstanding common stock and their respective immediate family members.

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. This description will include 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 (i) fair to the Company and (ii) at least as favorable to the Company as would apply 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 and the ongoing nature of any proposed relationship, and any other factors the committee deems relevant.

 

 

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22      Corporate Governance   

 

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 and Chief Business Affairs and Legal Officer of the proposed transaction, and the Company’s senior management then assesses 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 the Company’s senior management determines that the competitive situation and potential overlaps between PayPal and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of, serving as an advisor to, or being directly involved in the business of the investee company or 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 himself/herself 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 deemed to be reasonably necessary or appropriate by the Company’s senior management 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.

Transactions with Related Persons

We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with the Company.

On January 21, 2015, eBay entered into the Standstill Agreement with the Icahn Group pursuant to which eBay appointed Mr. Christodoro to serve as a member of the eBay Board. At the time of the Separation in July 2015, the Company assumed certain obligations under the Standstill Agreement, which no longer applied to eBay. Pursuant to the Standstill Agreement, Mr. Christodoro elected to resign from the eBay Board and became a member of the PayPal Board, with such resignation and appointment effective as of the effective time of the Separation. A full description of the Standstill Agreement is included in a Form 8-K filed with the SEC by eBay on January 23, 2015.

Since January 1, 2016, there were no related person transactions, and we are not aware of any currently proposed related person transactions, that would require disclosure under SEC rules.

 

 

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  Our Executive Officers     23

 

Our Executive Officers

 

Executive officers are elected annually by the Board and serve at the discretion of the Board. Set forth below is information regarding our executive officers as of April 13, 2017.

 

  Name    Age      Position    Biography

  Daniel H. Schulman

     59      President and Chief Executive Officer    Mr. Schulman’s biography is set forth on page 12 under the heading “Proposal 1 — Election of Directors — Director Nominees.”

  Jonathan Auerbach

     54      Executive Vice President, Chief Strategy and Growth Officer    Mr. Auerbach has served PayPal as Executive Vice President, Chief Strategy & Growth Officer since September 2016. From July 2015 to September 2016, he served as Senior Vice President, Chief Strategy and Growth Officer. Mr. Auerbach was the CEO of Group Digital Life at Singapore Telecommunication Limited (Singtel), a telecommunications company, from September 2014 to May 2015, where he led the company’s global portfolio of digital businesses as well as its venture fund. From 1987 through 2014, Mr. Auerbach was a management consultant and held a variety of executive roles with McKinsey & Company, a global management consulting firm.

  Aaron Karczmer

     45      Senior Vice President, Chief Risk and Compliance Officer    Mr. Karczmer has served PayPal as Senior Vice President, Chief Risk and Compliance Officer since January 2017. From September 2016 to January 2017, he served as Senior Vice President, Chief Compliance and Ethics Officer. From May 2016 to September 2016, he served as Senior Vice President, Chief Compliance Officer. From 2013 to April 2016, he served as Senior Vice President, Deputy Chief Compliance Office and Head of Global Financial Crime Compliance of American Express, a financial services company. From May 2011 to January 2013, he served as Vice President, Principal Compliance Leader, Enterprise Growth and Enterprise Compliance Risk Management of American Express. From September 2007 to May 2011, he served as Vice President, Financial Intelligence Unit — AML Enterprise Surveillance, Investigations & Technology of American Express.

  Gary Marino

     60      Executive Vice President, Chief Commercial Officer    Mr. Marino has served PayPal as Executive Vice President, Chief Commercial Officer since September 2016. From July 2015 to September 2016, he served as Senior Vice President, Global Credit and the Americas. Mr. Marino co-founded Bill Me Later, Inc. in 2001 and served as its Chief Executive Officer from 2001 through November 2009, when PayPal, Inc., a subsidiary of PayPal Holdings, Inc., acquired Bill Me Later, Inc.

  A. Louise Pentland

     45      Executive Vice President, Chief Business Affairs and Legal Officer    Ms. Pentland has served PayPal as Executive Vice President, Chief Business Affairs and Legal Officer since September 2016. From July 2015 to September 2016, she served as Senior Vice President, Chief Legal Officer and Secretary. Ms. Pentland was previously the Executive Vice President and Chief Legal Officer at Nokia Corporation, a multinational communications and information technology company, from July 2008 to July 2014. Ms. Pentland also serves on the Board of Directors of Hitachi Ltd.

 

 

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24      Our Executive Officers   

 

  Name    Age      Position    Biography

  John D. Rainey

     46      Executive Vice President, Chief Financial Officer    Mr. Rainey has served PayPal as Executive Vice President, Chief Financial Officer since September 2016. From August 2015 to September 2016, he served as Senior Vice President, Chief Financial Officer. From April 2012 to July 2015, Mr. Rainey was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc., an airline holding company. Mr. Rainey also served as Chief Financial Officer and Executive Vice President at United Airlines, Inc., an airline company. from April 2012 to August 2015. From October 2010 to April 2012, Mr. Rainey was Senior Vice President of Financial Planning and Analysis at United Continental Holdings, Inc.

  William Ready

     37      Executive Vice President, Chief Operating Officer    Mr. Ready has served PayPal as Executive Vice President, Chief Operating Officer since September 2016. From July 2015 to September 2016, he served as Senior Vice President, Global Head Product & Engineering of PayPal. Prior to the Separation, Mr. Ready was the head of PayPal’s Braintree operations from the time of its acquisition in December 2013. Mr. Ready was the Chief Executive Officer of Braintree, an online payments provider, from October 2011 until its acquisition by eBay Inc., in December 2013. From July 2011 to October 2011, Mr. Ready was an executive in residence at Accel Partners, a leading Silicon Valley venture capital and growth equity firm. Mr. Ready was the President of iPay Technologies, Inc., a payments services provider, from 2008 to 2011. Mr. Ready also serves on the Board of Directors of Automatic Data Processing, Inc.

 

 

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  Stock Ownership Information     25

 

Stock Ownership Information

 

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 5, 2017 by (1) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (2) each director and nominee for director, (3) each of the executive officers named in the 2016 Summary Compensation Table below, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o PayPal Holdings, Inc., 2211 North First Street, San Jose, California 95131.

 

    

Shares Beneficially

Owned(1)

 
  Name of Beneficial Owner    Number      Percent  

  T. Rowe Price Associates, Inc. 2

     80,664,195        6.7

  The Vanguard Group3

     73,094,031        6.1

  Pierre M. Omidyar4

     70,368,858        5.9

  Daniel H. Schulman5

     399,552        *  

  John D. Rainey6

     75,159        *  

  Tomer Barel7

     83,071        *  

  William J. Ready8

     161,878        *  

  A. Louise Pentland9

     86,120        *  

  Wences Casares10

     8,121        *  

  Jonathan Christodoro11

     11,029        *  

  John J. Donahoe12

     516,384        *  

  David W. Dorman13

     27,003        *  

  Belinda J. Johnson14

     2,537        *  

  Gail J. McGovern15

     9,549        *  

  David M. Moffett

     65,230        *  

  Frank D. Yeary16

     11,136        *  

  All directors and executive officers as a group (17 persons)17

     71,986,266        6.0

* Less than one percent

1 This table is based upon information supplied by officers, directors, and principal stockholders and any Schedules 13D and 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 5, 2017, and restricted stock units (“RSUs”) that are scheduled to vest within 60 days of April 5, 2017 are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding those options or RSUs, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 1,201,129,411 shares of common stock outstanding as of April 5, 2017.

2 T. Rowe Price Associates, Inc. has beneficial ownership of an aggregate of 80,664,195 shares of the Company’s common stock. T. Rowe Price Associates, Inc. has sole voting power of 27,617,454 shares of the Company’s common stock and sole dispositive power of 80,664,195 shares of the Company’s common stock. The address for T. Rowe Price Associates is 100 E. Pratt Street, Baltimore, MC 21202.

3 The Vanguard Group and its affiliates and subsidiaries have beneficial ownership of an aggregate of 73,094,031 shares of the Company’s common stock. The Vanguard Group has sole voting power of 1,744,177 shares of the Company’s common stock, shared voting power of 193,570 shares of the Company’s common stock, sole dispositive power of 71,170,985 shares of the Company’s common stock, and shared dispositive power of 1,923,046 shares of the Company’s common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

4 Mr. Omidyar is founder of eBay. Includes 70,000 shares held by his spouse as to which he disclaims beneficial ownership.

5 Mr. Schulman is our President and CEO. Includes 200,483 shares Mr. Schulman has the right to acquire pursuant to outstanding options exercisable within 60 days of April 5, 2017.

6 Mr. Rainey is our Executive Vice President, Chief Financial Officer. Includes 38,233 shares Mr. Rainey has the right to acquire pursuant to outstanding options exercisable within 60 days of April 5, 2017.

7 Mr. Barel is our Executive Vice President, Chief Enterprise Services Officer. Includes 20,004 shares Mr. Barel has the right to acquire pursuant to outstanding options exercisable within 60 days of April 5, 2017 , and 27,926 RSUs scheduled to vest within 60 days of April 5, 2017.

8 Mr. Ready is our Executive Vice President, Chief Operating Officer. Includes 17,482 shares Mr. Ready has the right to acquire pursuant to outstanding options exercisable within 60 days of April 5, 2017.

9 Ms. Pentland is our Executive Vice President, Chief Business Affairs and Legal Officer. Includes 25,469 shares Ms. Pentland has the right to acquire pursuant to outstanding options exercisable within 60 days of April 5, 2017.

10 The address for Mr. Casares is Xapo Inc., 2983 Woodside Road, Woodside CA 94062.

11 The address for Mr. Christodoro is Icahn Associates, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

12 Includes 368,513 shares Mr. Donahoe has the right to acquire pursuant to outstanding options exercisable within 60 days of April 5, 2017.

13 The address for Mr. Dorman is Knoll Ventures, Tower Place 200, Suite 1000, 3348 Peachtree Road, NE, Atlanta, Georgia 30326.

14 The address for Ms. Johnson is Airbnb, Inc., 888 Brannan Street, San Francisco, California 94103.

 

 

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26      Stock Ownership Information   

 

15 The address for Ms. McGovern is American Red Cross, 430 17th Street, NW, Washington, DC 20006.

16 The address for Mr. Yeary is CamberView Partners, LLC, 650 California Street, 31st Floor, San Francisco, California 94108.

17 Includes 715,333 shares subject to options exercisable within 60 days of April 5, 2017, and 70,633 RSUs scheduled to vest within 60 days of April 5, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.

We believe that during the fiscal year ended December 31, 2016, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.

In making these statements, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors, executive officers, and greater than 10% stockholders.

 

 

LOGO       2017 Proxy Statement


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  Proposal 2     27

 

Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation

 

In accordance with the requirements of Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory basis to approve the compensation paid to our NEOs (“say-on-pay”), as described in the Compensation Discussion and Analysis and the compensation table sections of this proxy statement.

As discussed in the Compensation Discussion and Analysis, the Compensation Committee is committed to an executive compensation program that creates transparent and simple programs that appropriately incentivize our executives, align with stockholder interests and external expectations, and enable us to effectively compete for and win top talent and to build the strongest possible leadership team for PayPal. The Compensation Committee believes that the goals of our executive compensation program are appropriate and that the program is properly structured to achieve those goals. In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis and the compensation table sections of this proxy statement.

The Board recommends that stockholders vote “FOR” the following resolution:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table, and the other related tables and disclosures.”

This “say-on-pay” vote is advisory, and therefore not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements. It is expected that the next “say-on-pay” vote will occur at PayPal’s 2018 annual meeting of stockholders.

 

The Board Recommends a Vote FOR Proposal 2.

 

 

www.paypal.com


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28      Compensation Discussion and Analysis   

 

Compensation Discussion and Analysis

 


 

 

Dear PayPal Stockholder:

2016 was another historic year for PayPal, as we completed our first full calendar year as an independent public company following our separation from eBay in July 2015. Since becoming an independent company, we have focused on furthering our long-term growth by executing a broad transformation of our culture and business model. In 2016, we pursued our mission and vision, dramatically expanded our customer value proposition, changed our approach and business model to support customer choice, and strengthened strategic partnerships across the ecosystem.

2016 was also a transformative year for our executive compensation program. Following the separation from eBay, we undertook a thorough review of the executive compensation program that we inherited from eBay. We considered the unique requirements of the financial technology (“FinTech”) competitive landscape and redesigned our executive compensation strategy to better fit our business. Our goal was to create transparent and simple programs that appropriately incentivize our executives, align with stockholder interests and external expectations, and enable us to effectively compete for and win top talent and to build the strongest possible leadership team for PayPal. The Compensation Discussion and Analysis that follows will give you an overview of our compensation program for our named executive officers and their compensation for 2016.

We encourage you to review this description and analysis of our program carefully, and we hope you agree that our executive compensation program supports PayPal’s growth strategy and is well aligned with creating long-term stockholder value.

The Compensation Committee of the Board

David W. Dorman (Chairman)

Wences Casares

Jonathan Christodoro

 

 

 

LOGO       2017 Proxy Statement

 


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  Compensation Discussion and Analysis     29

 

Introduction

2016 was transformative for PayPal, as we completed our first full calendar year as an independent, public company. Following our successful separation from eBay in July 2015 (the “Separation”), the Committee approved an executive compensation program based on our “pay for performance” philosophy that aligns our executive officers’ compensation with the key drivers of profitable short-term and long-term growth. The Committee restructured our compensation program with the goals of properly incentivizing and rewarding our executives for performance that exceeds expectations, providing transparency for both our executives and our stockholders, and positioning us competitively to enable us to attract and retain our executives.

In September 2016, we reorganized PayPal’s executive leadership structure with the formation of a new senior leadership team (“SLT”) that reports directly to our Chief Executive Officer. As part of this new leadership structure, the Committee approved the introduction of an executive vice president (“EVP”) designation and promoted six executives to EVP.

 

 

This Compensation Discussion and Analysis (“CD&A”) describes the compensation for each of PayPal’s named executive officers (“NEOs”). For 2016, the NEOs, whose compensation will be discussed in detail in this CD&A, were:

 

Daniel H. Schulman

   President and Chief Executive Officer (our “CEO”)

John D. Rainey

   Executive Vice President, Chief Financial Officer

Tomer Barel

   Executive Vice President, Chief Risk and Data Officer1

A. Louise Pentland

   Executive Vice President, Chief Business Affairs and Legal Officer

William Ready

   Executive Vice President, Chief Operating Officer

1 In January 2017, Mr. Barel assumed the role of Executive Vice President, Chief Enterprise Services Officer. In connection with the change in Mr. Barel’s responsibilities, the Company determined that he would no longer be classified as an executive officer.

Executive Summary—Overview of Executive Compensation Program

The following is a brief overview of the primary compensation elements for our NEOs in 2016.

PRIMARY COMPENSATION ELEMENTS FOR NEOs IN 2016

 

    Total Direct Compensation
                Salary        Annual Incentive Award       

Performance-Based

Restricted Stock Units
(“PBRSUs”)

       Restricted Stock Units
(“RSUs”)
    
  When is it set?           Set at hire; reviewed annually       Granted annually and paid in February following conclusion of performance period.       Granted annually in March       Granted annually in April   
  Form of payment           Cash       Equity   
  Timeframe of targeted performance           Short-term (annual) emphasis       Long-term (multi-year) emphasis   
  Performance period           Ongoing       One year       Three year performance period with “cliff” vesting of shares earned, if any, following end of performance period       Three year service-based vesting, on annual ratable basis   
  2016 performance measures           N/A      

Company Performance – Revenue and Non-GAAP Net Income, with Net New Actives adjustment

 

Individual Performance

      FX-Neutral Revenue Compound Annual Growth Rate (“CAGR”) and Free Cash Flow CAGR       Service-based vesting; ultimate value varies based on stock price performance   
  Objective          

Compensates for expected day-to-day performance

 

Rewards individuals’ current contributions

 

Reflects scope of roles and responsibilities

 

Attracts highly capable leaders in an extremely competitive talent market

     

Compensates for successful annual performance

 

Motivates achievement of short-term performance goals designed to enhance value of Company

 

Attracts highly capable leaders in an extremely competitive talent market

     

Compensates for successful achievement of three year performance goals designed to enhance long-term value

 

Intended to satisfy long-term retention objectives

 

Attracts highly capable leaders in an extremely competitive talent market

     

Compensates for the creation of long-term value

 

Recognizes recent performance and potential future contributions

 

Intended to satisfy long-term retention objectives

 

Attracts highly capable leaders in an extremely competitive talent market

  
                    

 

 

www.paypal.com


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30      Compensation Discussion and Analysis   

 

KEY CONSIDERATIONS IN SETTING PAY

Objectives of Executive Compensation Program

Following the Separation, the Committee redefined our compensation philosophy to reflect the challenges inherent in operating as an independent FinTech company. As such, the Committee prioritized the following compensation philosophy and goals in 2016:

 

  Simplicity, Transparency and Clarity of our program – enable executives to directly link Company and individual performance to their pay, and enable stockholders to directly link returns on their investment to Company performance;
  One Team – unified goals and objectives for the entire executive leadership team (and all employees Company-wide) to drive operational decisions and Company performance;
  Winning the War for Talent – recognizing the unique FinTech space in which we compete, prioritize nimble and aggressive compensation strategies to attract and retain key talent; and
  Individual Performance – ensure compensation is commensurate with results, both on the upside and downside, and that leaders are held accountable for underperformance.

Investor Feedback and 2016 Say-On-Pay Advisory Vote on Named Executive Officer Compensation

In 2016, we provided our stockholders with their first advisory (non-binding) vote on our executive compensation program as an independent public company (a “say-on-pay” vote). At our 2016 annual meeting of stockholders (the “2016 Annual Meeting”), we received more than 95% support of the votes cast on our say-on-pay proposal. In addition, following the 2016 Annual Meeting in the fall of 2016, we engaged in proactive outreach efforts with major institutional investors holding approximately 40% of our common stock about various corporate governance and executive compensation-related issues.

After considering our 2016 say-on-pay voting results as well as the positive feedback received during our stockholder engagement efforts, the Committee determined that it was appropriate to maintain the core design of our 2016 executive compensation program and did not make any changes to the Company’s executive compensation program in response to the 2016 say-on-pay voting results and stockholder engagement feedback. The Committee will continue to consider future say-on-pay votes and investor feedback when considering and making decisions relating to our executive compensation program, policies, and practices.

Pay for Performance

Our key executive compensation guiding principle continues to be closely aligning the compensation of our executives with the creation of long-term value for our stockholders by tying a significant portion of their target total direct compensation opportunity to our performance.

 

 

LOGO       2017 Proxy Statement


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  Compensation Discussion and Analysis     31

 

2016 Performance Highlights

2016 was a year of significant financial and operational accomplishments for PayPal. Since the Separation, we have focused on the long-term growth of our business by executing a broad transformation of our culture and business model to support customer choice and strengthening strategic partnerships across the ecosystem. The following summarizes our key financial and operational performance results for 2016. We use certain of these key metrics as the performance measures in our incentive compensation program and believe these measures help to align the interests of our executives with those of our stockholders.

 

 

LOGO

1 Non-GAAP net income and free cash flow are two of the performance metrics used in our incentive compensation program. Non-GAAP net income and free cash flow are not financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). For information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section beginning on page 47 of our 2016 Annual Report on Form 10-K filed with the SEC on February 8, 2017.

In addition to our strong financial and operational results, we also achieved the following in 2016:

 

  Our total stockholder return for 2016 reflected a 9% year-over-year increase in stockholder value, determined based on our closing stock prices on December 31, 2015 and December 30, 2016.
  As part of our vision of being a true Customer Champion and supporting customer choice, we forged a series of transformative strategic partnerships with networks, financial institutions, technology companies, and mobile carriers.
  Mobile-first products like Venmo, Xoom and Braintree drove mobile payment volume of over $100 billion, a 55% increase compared to the prior year.
  We saw strong growth in peer-to-peer (P2P) payments, with P2P payment volume of $64 billion for the year, a 57% increase compared to the prior year.

 

 

www.paypal.com


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32      Compensation Discussion and Analysis   

 

Linking 2016 NEO Compensation to Performance

We believe that our executive compensation program was effective at incentivizing results in 2016 by appropriately aligning pay and performance. The following charts show the 2016 Target Total Direct Compensation mix for our CEO, Mr. Schulman, and the average Target Total Direct Compensation mix for our other NEOs. Target Total Direct Compensation is the sum of (i) earned 2016 base salary, (ii) target 2016 annual incentive award and (iii) target annual long-term incentive award (based on grant date fair values).

Target Total Direct Compensation Mix

LOGO

The following chart demonstrates the alignment between two of the key metrics used to determine and inform our compensation decisions and CEO Pay (as shown in the “2016 Summary Compensation Table”) during 2016 and 2015.

Revenue Relative and

Non-GAAP Net Income Relative to CEO Pay

 

 

LOGO   LOGO

 

 

LOGO       2017 Proxy Statement


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  Compensation Discussion and Analysis     33

 

2016 Incentive Pay Outcomes Are Aligned with Performance—Annual Incentive Award Program

Our NEOs earned annual incentive awards (bonuses) under the 2016 annual incentive award program (the “2016 AIP”), which is our annual bonus program for eligible employees adopted pursuant to the PayPal Employee Incentive Plan. Under the 2016 AIP, Revenue serves as the “gate,” or the funding performance target. Assuming the funding performance threshold is achieved, Non-GAAP Net Income is the primary performance measure that establishes the payment with respect to the financial component, with “Net New Actives” (as defined below in “Compensation Framework – Incentive (Performance-Based) Compensation for 2016 – Annual Incentive Award Program – Company Performance Measures) serving as a financial performance measure modifier. The 2016 AIP weights the Company performance component at 75% and the individual performance component at 25% for our NEOs.

 

 

LOGO

In early 2017, the Committee approved funding 2016 annual incentives under the 2016 AIP based upon our exceeding the pre-established threshold level of Revenue (the “2016 AIP Funding Threshold”). The Committee then approved specific awards of these annual incentives based upon Company performance with regard to Non-GAAP Net Income, “Net New Actives” performance, and each executive’s individual performance, as further discussed under “Compensation Framework – Incentive (Performance-Based) Compensation for 2016 – Annual Incentive Award Program.” Based on these results, the Committee determined that the Company performance component of the 2016 AIP payout was 151% of target.

 

 

www.paypal.com


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34      Compensation Discussion and Analysis   

 

The Committee set the 2016 Non-GAAP Net Income target levels in consideration of anticipated performance and within the guidance range provided to the market in early 2016. We experienced significant growth during the year and, accordingly, the 2016 AIP payments were higher than the 2015 annual incentive payments, primarily due to our strong financial and operational performance. The link between our financial performance and our CEO’s annual incentive payment is illustrated in the following graph, which shows how his annual incentive payments for 2016 and 2015 varied based on our Non-GAAP Net Income performance.

 

 

LOGO

 

2016 Incentive Pay Outcomes Are Aligned with Performance—Performance-Based Restricted Stock Units (“PBRSUs”)

Our 2016 performance impacted the payments of the PBRSUs that were granted to our NEOs prior to the Separation for the 2015-2016 performance period (the “2015-2016 PBRSUs”). Based on eBay’s historical practice, the 2015-2016 PBRSUs are subject to an additional service-based vesting requirement if we met or exceeded pre-established financial performance target levels with respect to FX-Neutral Revenue, Non-GAAP Operating Margin Dollars, and Return on Invested Capital during the performance period. For purposes of the 2015-2016 PBRSUs, we exceeded the Return on Invested Capital and Non-GAAP Operating Margin Dollars threshold levels and the FX-Neutral Revenue target level, resulting in a payout of 104% of the target number of PBRSUs awarded. These PBRSUs were granted as service-based Restricted Stock Units (“RSUs”) on March 1, 2017. For Messrs. Barel and Ready and Ms. Pentland, the resulting RSUs were immediately vested as to 50% of the underlying shares awarded, with the remaining 50% subject to an additional one-year service-based vesting requirement from the RSU grant date. For Messrs. Schulman and Rainey, 100% of the underlying shares awarded are subject to an additional one-year service-based vesting requirement from the RSU grant date.

Even though our financial and operational performance were generally stronger in 2016 than in 2015, the PBRSU payouts were approximately the same compared with 2015, due to the design of the two-year performance period, which effectively balanced our one-year and two-year financial and operational objectives.

 

 

LOGO       2017 Proxy Statement


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  Compensation Discussion and Analysis     35

 

Key Compensation Policies and Practices

We are committed to having strong governance standards with respect to our executive compensation program, policies, and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.

 

    What We Do    
  Pay for
Performance
   LOGO    The majority of our NEOs’ 2016 Target Total Direct Compensation was performance-based.  
  Clawback Policy    LOGO    Our NEOs are subject to a clawback policy, which permits the Committee to require forfeiture or reimbursement of incentive compensation, including any cash incentive award, equity award, or equity-based award paid or awarded to the NEO during the period in which he or she is subject to the policy, if (i) an action or omission by the NEO constitutes a material violation of our Code of Business Conduct; (ii) an action or omission by the NEO results in material financial or reputational harm to the Company; or (iii) a material restatement of all or a portion of our financial statements is the result of a supervisory or other failure by the NEO.  
  Meaningful
Stock Ownership
Guidelines
   LOGO    Our stock ownership guidelines align the long-term interests of our NEOs and non-employee directors with those of our stockholders and discourage excessive risk-taking. Our guidelines require stock ownership levels as a value of our shares of common stock equal to a multiple of base salary (6x for CEO, 3x for EVPs, and 2x for all other SLT executives) or annual retainer (5x for non-employee directors), and include stock retention requirements for executive officers until the required ownership levels are reached.  
  Prohibition of
Hedging and
Pledging
Transactions
   LOGO    Our insider trading policy prohibits members of our Board and NEOs from (i) entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities or (ii) pledging our common stock as collateral for any loans.  
  Multi-Year
Vesting Schedule
Requirement
   LOGO    To reinforce a culture in which our NEOs remain focused on our long-term success, our equity compensation plan provides that awards (other than stock options and stock appreciation rights) will vest over a minimum period of three years (or one year if the awards are subject to performance goals), with limited exceptions.  
  Independent
Compensation
Consultant
   LOGO    The Committee engages its own independent compensation consultant to advise on executive and non-employee director compensation matters.  
  Annual Risk
Assessment
   LOGO    Based on our annual risk assessment, we have concluded that our compensation program does not present any risk that is reasonably likely to have a material adverse effect on PayPal.  
  Annual
Comparator Peer
Group Review
   LOGO    The Committee, with the assistance of its compensation consultant, reviews the makeup of our comparator peer groups annually and makes adjustments to the composition of the groups as it deems appropriate.  
  Annual
Say-on-Pay
Vote
   LOGO    We conduct an annual advisory (non-binding) vote on the compensation of the NEOs (a “say-on-pay” vote). At our 2016 Annual Meeting, more than 95% of the votes cast on the say-on-pay proposal were voted in favor of the 2015 compensation of the NEOs.  
  Investor
Engagement
   LOGO    In addition to the annual say-on-pay vote on NEO compensation, we are committed to ongoing engagement with our investors on executive compensation and governance matters. These engagement efforts take place through telephone calls, in-person meetings and correspondence with our investors.  
         

 

 

www.paypal.com


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36      Compensation Discussion and Analysis   

 

 

 

    What We Don’t Do    
  No Excise Tax
Gross-Ups on
Severance
Payments
  

 

LOGO

   We do not provide our NEOs with any gross-ups or other payment or reimbursement of excise taxes on severance or other payments in connection with a change in control of PayPal.  
  No “Single-
Trigger” CIC
Payments and
Acceleration of
Equity Awards
  

 

LOGO

   We do not make “single-trigger” change in control payments or maintain any plans that require single-trigger change in control acceleration of equity awards to our NEOs upon a change in control of PayPal.  
  No Tax
Gross-Ups on
Perquisites
  

 

LOGO

   We do not provide our NEOs with tax gross-ups or other payment or reimbursement on perquisites, other than in limited circumstances for business-related relocations and international business travel-related benefits that are under our control, at our direction and deemed to benefit our business operations.  
  No Continuation
of Fringe
Benefits
  

 

LOGO

   We do not continue executive fringe benefits to our NEOs following a termination of employment under our severance and change in control arrangements.  
  No Discounting
of Stock Options
or Repricing of
Underwater
Options
  

 

LOGO

   We expressly prohibit the discounting of stock options and the repricing of underwater stock options without stockholder approval under our equity compensation plan.  
         

 

 

LOGO       2017 Proxy Statement


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  Compensation Discussion and Analysis     37

 

Compensation Framework

INCENTIVE (PERFORMANCE-BASED) COMPENSATION FOR 2016

When deciding the target amount and form of each element of compensation for each of our NEOs, the Committee took into account the size and complexity of the NEO’s position and business unit or function, as well as the following factors (the “Incentive Compensation Factors”):

 

  performance against financial performance measures;
  defining business unit or function strategy and roadmaps, and executing against them;
  organizational development, including hiring, development and retention for each business unit or function;
  leadership;
  improving and supporting innovation and execution for the business unit or function;
  negotiating, closing and integrating or implementing acquisitions, dispositions, and/or strategic partnerships; and
  achievement of strategic and operational objectives, and executing against budgets.

No specific weightings were assigned to these Incentive Compensation Factors; instead, individual performance was evaluated based on a holistic and subjective assessment of each individual NEO’s performance against these factors.

Annual Incentive Award Program

The 2016 AIP provides our NEOs with the opportunity to earn annual incentive compensation based on Company performance and each executive’s individual performance.

The Committee believes that it is important to have our executives’ annual incentives tied to our overall performance, with individual compensation differentiated based on individual performance.

Target Incentive Amounts

The 2016 annual incentive target percentage (expressed as a percentage of base salary) for each NEO was determined (i) with reference to the Committee’s assessment of data from public filings of our peer group companies and general industry data for comparable technology companies that were included in proprietary third-party surveys (the specific identity of respondents of which are not provided to the Company); (ii) based on each NEO’s position within the Company and (iii) the Incentive Compensation Factors. For 2016, the Committee (i) increased Mr. Barel’s target annual cash incentive opportunity from 65% to 75% of base salary based on its consideration of his prior contributions, the importance of his role in our organization, and to maintain internal equity among similarly situated executives and (ii) increased Mr. Ready’s target annual cash incentive opportunity from 65% to 100% due to his expanding role and responsibilities, which led to his promotion to Executive Vice President, Chief Operating Officer later in the year.

The following table sets forth the 2016 AIP target annual cash incentive opportunities (the “Target Incentive Amount”) for each of our NEOs, expressed (i) as a percentage of 2016 base salary and (ii) in dollars.

 

  Name    Annual Incentive
Target as Percentage
of Base Salary1
    

Target

Incentive Amount
(in Dollars)2

 

  Daniel H. Schulman

     200    $ 2,000,000  

  John D. Rainey

     100    $ 650,000  

  Tomer Barel

     75    $ 370,612  

  A. Louise Pentland

     100    $ 620,846  

  William Ready

     100    $ 580,000  

1 The Target Incentive Amount is based on the eligible earnings paid in 2016.

2 The amount reported for Mr. Barel’s Target Incentive Amount is 75% of his 2016 base salary, converted from New Israeli Shekels (“NIS”) to U.S. dollars (“USD”) at an exchange rate of 1 NIS to 0.267 USD.

 

 

www.paypal.com


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38      Compensation Discussion and Analysis   

 

Company Performance Measures

In early 2016, the Committee set the Company performance measures under the 2016 AIP for our NEOs to create a strong link between Company performance and incentive payouts, as described in the following table.

 

  Measure    Definition    Purpose
  Revenue    Revenue, as reported in our Annual Report on our Form 10-K.    The Committee believes that a Revenue threshold (or “gate”) should be included to ensure that no cash incentive is paid if future income may be impaired by insufficient revenue growth.
  Non-GAAP Net Income    “Non-GAAP Net Income” excludes certain items, primarily stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, impairment of goodwill, Separation expenses, certain one-time gains, losses and/or expenses, and income taxes related to these items. Non-GAAP Net Income is calculated quarterly, is publicly disclosed as part of our quarterly earnings releases, and is a basis of third-party analysts’ estimates of our performance.    The Committee believes that Non-GAAP Net Income is a key measure of our short-term and intermediate-term results given that it can be directly affected by the decisions of our management and provides a widely followed measure of financial performance for our industry. The Committee also believes that the Non-GAAP Net Income measure should serve as the primary funding mechanism for the plan only if the minimum Revenue threshold is met.
  Net New Actives    Measures the net change in the number of organic active customer accounts compared to the prior period, in this case 2016 compared to 2015. Net New Actives (“NNA”) excludes the impact of any mergers and acquisitions.    The Committee believes that measuring NNA reinforces the critical importance of growing our customer base to build for the future. As with Non-GAAP Net Income, the Committee believes that this measure should apply only if the minimum Revenue threshold is met.

The Committee determined that the 2016 AIP should contain a minimum Revenue threshold (the “2016 AIP Funding Threshold”) to permit the funding of the plan and a minimum Non-GAAP Net Income threshold to govern the performance necessary to commence payouts. If both thresholds were met, total Non-GAAP Net Income would be applied as the primary determinant of the payout for the 2016 AIP, with the Company performance payout level ranging from 50% at the minimum Non-GAAP Net Income level to 200% at the maximum Non-GAAP Net Income level. The NNA operational performance metric served as a modifier to adjust the Company performance payout 1 percentage point for every 12.5%, or 2 million, of NNA above the budgeted target. The Company performance payout level may not exceed 200% of target. If the 2016 AIP was funded, 75% of the Target Incentive Amount would be based on our Non-GAAP Net Income financial performance as measured against the pre-established performance levels and the NNA modifier, and the remaining 25% of the Target Incentive Amount would be based on individual performance.

The following table shows the (i) threshold, (ii) target and (iii) maximum performance levels established by the Committee for the 2016 AIP, which were set in the first quarter of 2016 based primarily on our approved budget for the year, (iv) the actual performance levels achieved in 2016, and (v) the resulting Company Performance Score, defined as a payout percentage based on our performance as measured against these pre-established performance levels.

 

  Company Measure1    Threshold      Target      Maximum      2016 Actual     

Percentage

of Target
Achieved2

 

  Revenue

   $ 9.86        N/A        N/A      $ 10.84        N/A  

  Non-GAAP Net Income

   $ 1.68      $ 1.76      $ 1.89      $ 1.83        150%  

  Net New Actives

              16                 18        1%  

  Company Performance Score

                                         151%  

1 Revenue and Non-GAAP Net Income numbers are shown in billions and NNA is shown in millions.

2 After the end of each year, our actual performance is compared to the performance measures to determine the payout level of the company performance portion of the annual incentive program, subject to Committee—approved variations due to material events not contemplated at the time the target levels were established (such as major acquisitions) and the Committee’s negative discretion. For 2016, the Committee made no adjustments to Revenue, Non-GAAP Net Income or NNA.

Individual Performance Measures

To facilitate differentiation based on individual performance, 25% of the Target Incentive Amount for our NEOs was based on individual performance (the “Individual Performance Score”). To determine each NEO’s Individual Performance Score, which could range from 0% to 200%, Mr. Schulman presented to the Committee his assessment of each NEO’s individual performance following the end of 2016, and the Committee assessed Mr. Schulman’s individual performance with respect to one or more individual performance factors (collectively, the “Performance Factors”).

 

 

LOGO       2017 Proxy Statement


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  Compensation Discussion and Analysis     39

 

The Performance Factors related specifically to each executive officer’s job function and generally encompassed the following items for each executive officer:

 

  NEO    Performance Factors
  Daniel H. Schulman       Maintained and strengthened industry leadership position and brand as independent company
      Recruited world class executive management team and created a culture to enable PayPal to attract and retain top talent
      Created a clear mission and vision for PayPal to appropriately position PayPal within the industry as being a true Customer Champion and supporting customer choice
        Adopted and implemented a set of values and core beliefs for PayPal to drive cultural change and create an environment centered on collaboration, innovation, wellness, and inclusion
  John D. Rainey       Executed financial plans designed to meet or exceed expectations for growth, margin, and cash flow targets
      Implemented programs and processes to facilitate cost savings and operational efficiencies
      Managed corporate capital allocation decisions consistent with creation of stockholder value
      Led efforts to further enhance control environment and maintained high level of integrity over financial reporting
        Led effective investor relations activities and external guidance process
  Tomer Barel       Led initiatives to develop and deploy automated risk management and fraud detection solutions
        Refined all aspects of risk management of PayPal, including enterprise, regulatory, credit, and financial risks
  A. Louise Pentland       Led compliance with financial and regulatory requirements
      Led corporate governance initiatives to reflect best practices
        Provided effective legal support related to acquisitions and integration and strategic partnerships
  William Ready       Led PayPal’s efforts in forging new strategic partnerships and strengthening existing relationships with leading technology companies, as part of our vision of being a true Customer Champion and supporting customer choice
        Led product strategy as a core competency of the business

In determining the Individual Performance Score for each NEO, Mr. Schulman and the Committee did not place specific weightings on the Performance Factors, but performed a holistic and subjective assessment of each individual executive officer’s Performance Factors, taking into account the relative importance to us of each Performance Factor. Mr. Schulman recommended to the Committee each NEO’s Individual Performance Score other than his own.

The Committee then made a final determination, in its sole discretion, as to the Individual Performance Score for each NEO after considering Mr. Schulman’s recommendations (other than with respect to himself), reviewing the individual’s performance with respect to the Performance Factors, and considering its own observations and assessments of each NEO’s and Company’s performance. The Committee approved the Individual Performance Scores as recommended by Mr. Schulman for Messrs. Rainey, Barel and Ready and Ms. Pentland of 150%, 150%, 175% and 150%, respectively. For Mr. Schulman, the Committee approved an Individual Performance Score of 175%.

 

 

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2016 AIP Payout

The actual amount of an NEO’s 2016 AIP award was determined by the following formula:

 

LOGO

Because the 2016 AIP Funding Threshold was met in 2016, the 2016 AIP was funded. The following table shows the 2016 AIP Payout for each NEO.

 

  NEO   

Target

Incentive
Amount
(in Dollars)1

     x     

(a) 75%

(Company
Performance
Score)

     +     

(b) 25%

(Individual
Performance
Score)

    =      2016 AIP
Payout
 

  Daniel H. Schulman

   $ 2,000,000                 151%                 175            $ 3,140,000  

  John D. Rainey

   $ 650,000                 151%                 150            $ 979,875  

  Tomer Barel2

   $ 370,612                 151%                 150            $ 558,698  

  A. Louise Pentland

   $ 620,846                 151%                 150            $ 935,926  

  William Ready

   $ 580,000                 151%                 175            $ 910,600  

1 The Target Incentive Amount is based on the eligible earnings paid in 2016.

2 The amount reported for Mr. Barel’s 2016 AIP Payout was converted from NIS to USD at an exchange rate of 1 NIS to 0.267 USD.

2017 AIP

For 2017 (the “2017 AIP”), the Committee approved a revised annual incentive design under the PayPal Employee Incentive Plan. The 2017 AIP retains the Revenue “funding” threshold, but includes both Revenue and Non-GAAP Operating Margin as equally weighted Company performance measures that will be the primary determinants of the Company performance component. The 2017 AIP also retains the NNA operational performance metric as an adjustment to the Company performance component. In addition, the Committee approved granting the Company performance portion of the 2017 AIP in the form of PBRSUs, with a one-year performance period (January 1, 2017 to December 31, 2017), pursuant to the terms of the PayPal Employee Incentive Plan and the 2015 PayPal Holdings, Inc. Equity Incentive Award Plan, as amended and restated. The awards were granted in mid-February 2017 and will vest, upon the one-year anniversary of the annual incentive award cycle grant date, subject to and based on Company performance and continued employment through the vesting date. The Committee believes that delivering the Company performance portion of the 2017 AIP in equity further reinforces and strengthens the pay for performance linkage between the NEOs and stockholders, without adding to the Target Total Direct Compensation of our NEOs.

Long-Term Incentive Components

Long-Term Incentive Award Type and Annual Target Value

In making its determination on the long-term incentive (“LTI”) annual target value for 2016, the Committee set equity award guidelines and target levels of individual awards by position based on the following:

 

  equity compensation practices of technology companies in our peer group, as disclosed in their public filings (see “Use of Peer Group Comparisons” below for our 2016 peer group) and in proprietary third-party surveys (the specific identity of respondents of which are not provided to the Company);

 

  individual performance and potential; and

 

  need for individual retention incentives.

 

 

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Based on these guidelines, the Committee approved the following annual target values for the 2016 LTI awards for the NEOs:

 

  NEO   

2016 LTI

Grant Value

 

  Daniel H. Schulman1

   $ 13,000,000  

  John D. Rainey2

   $ 4,000,000  

  Tomer Barel3

   $ 3,000,000  

  A. Louise Pentland4

   $ 4,000,000  

  William Ready5

   $ 4,500,000  

1. For 2016, the Committee approved increasing Mr. Schulman’s LTI annual target value due in part to his pay relative to the competitive compensation data, his extraordinary efforts in connection with the Separation, his leadership of the Company and resulting Company performance following the Separation.

2. Mr. Rainey’s LTI annual target value decreased from 2015 to maintain internal equity among similarly situated executives.

3. Mr. Barel’s LTI annual target value increased from 2015 due to the increase in his responsibilities and his pay relative to internal and external peers.

4. Ms. Pentland’s LTI annual target value increased from 2015 due to her expanding role and responsibilities, which led to a promotion to Executive Vice President, Chief Business Affairs and Legal Officer later in the year.

5. Mr. Ready’s LTI annual target value increased from 2015 due to his expanding role and responsibilities, which led to his promotion to Executive Vice President, Chief Operating Officer later in the year.

While eBay historically used stock options as a component of its LTI program, the Committee eliminated stock options from the 2016 LTI program in favor of equally-weighted full-value equity awards. This change, which reflects trends among our peer group, resulted in a restructured mix of long-term incentive grant value for our executive officers consisting of 50% PBRSUs and 50% RSUs.

 

 

LOGO

Accordingly, once the annual target values for the 2016 LTI awards had been set for each NEO, the grant value was allocated equally among PBRSUs and service-based RSUs, resulting in the number of shares of our common stock subject to such awards, as shown in the table below:

 

  NEO    2016 Target PBRSUs1      2016 RSUs2  

  Daniel H. Schulman

     178,469        163,667  

  John D. Rainey

     54,914        50,359  

  Tomer Barel

     41,186        37,770  

  A. Louise Pentland

     54,914        50,359  

  William Ready

     61,778        56,654  

1 The target number of PBRSUs was determined by dividing the USD value of the award by the Average Company Closing Price (i.e., the average of the closing prices of Company common stock for a period of 10 consecutive trading days prior to the grant date). The PBRSUs were granted on March 1, 2016.

2 The number of RSUs granted was determined by dividing the USD value of the award by the Average Company Closing Price. The RSUs were granted on April 1, 2016.

 

 

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The following describes the two components of our 2016 LTI program: performance-based restricted stock units and service-based restricted stock units.

Performance-Based Restricted Stock Units (PBRSUs)

In January 2016, the Committee approved the structure for the PBRSUs granted in 2016. To emphasize the importance of long-term, sustained strategic growth, the Committee approved a three-year performance period with each award to be settled for the number of shares earned pursuant to the award following the end of the performance period, subject to the Committee’s approval of the level of achievement against the pre-established performance targets (the “2016-2018 PBRSUs”).

PERFORMANCE MEASURES AND RATIONALES

The Committee approved the 2016-2018 PBRSU performance metrics to focus on the compound annual growth rates (“CAGR”) of (i) FX-Neutral Revenue and (ii) Free Cash Flow, as equally-weighted metrics. The Committee believes that CAGR is an appropriate performance measure as it is consistent with our long-term goal of growing our revenue and free cash flow.

The following table summarizes the performance measures for the 2016-2018 PBRSUs and the Committee’s rationale for their selection:

 

Measure/Weighting    Definition    Purpose

FX-Neutral Revenue CAGR

(50% weighting)

   Calculated on a fixed foreign exchange basis (referred to as “FX-Neutral”)   

The Committee believes that the FX-Neutral Revenue measure should be used to help ensure that our executive officers are accountable for driving profitable growth, and making appropriate tradeoffs between investments that increase operating expense and future growth in revenue.

 

Free Cash Flow CAGR

(50% weighting)

   “Free Cash Flow” is defined as “Net cash provided by operating activities” less “Property and equipment, net” as reported in our Annual Report on Form 10-K for each year during the performance period.    The Committee believes that the Free Cash Flow measure should be used to emphasize the cash generation capability of the business necessary to finance its continued growth and investment requirements, while positioning us to take advantage of inorganic growth opportunities.

PBRSU MECHANICS AND TARGETS

The targets established for the three-year performance period were set at a level consistent with the medium term outlook provided to the investment community. When the Committee set the target levels for the 2016-2018 PBRSUs, they were intended to be challenging but attainable based on anticipated market growth over the performance period, and to provide appropriate incentives for management to continue to grow our business. The Committee believes that achievement of maximum performance against the target levels would require sustained exceptional corporate performance over the performance period.

To earn any of the shares of our common stock subject to the PBRSUs, at least one of the FX-Neutral Revenue CAGR or Free Cash Flow CAGR performance thresholds must be met. Each of the performance thresholds for FX-Neutral Revenue CAGR and Free Cash Flow CAGR is independent, and if either threshold is met, the award is earnable with respect to that performance measure in accordance with the percentages shown in the table below. If the performance threshold for either FX-Neutral Revenue CAGR or Free Cash Flow CAGR is not met, then there is no payout attributable to that performance measure.

The following chart shows the minimum, target, and maximum levels for FX-Neutral Revenue CAGR and Free Cash Flow CAGR (linear interpolation applies to performance between threshold, target and maximum, with no funding for performance below threshold):

 

      Threshold      Target      Maximum  

  FX-Neutral Revenue CAGR

  (50% weighting)

     50% Payout        100% Payout        200% Payout  

  Free Cash Flow CAGR

  (50% weighting)

     50% Payout        100% Payout        200% Payout  

SETTLEMENT OF PREVIOUSLY AWARDED 2015-2016 PBRSUs

In 2015, the NEOs were granted PBRSUs subject to a two-year performance period (the “2015-2016 PBRSUs”), which were designed to result in grants of RSUs with additional service-based vesting requirements if the Company met or exceeded specified financial performance criteria set by the eBay Compensation Committee. The amount and value of the award depended on our performance relative to the target levels approved by the eBay Compensation Committee prior to the Separation.

 

 

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For purposes of the 2015-2016 PBRSUs, assuming above-threshold performance, the NEOs would receive service-based RSUs following the conclusion of the two-year performance period. 100% of any PBRSU awards granted to Mr. Schulman and Mr. Rainey, as CEO and CFO of PayPal on the award date, will vest in March 2018, one year after the grant of the service-based RSUs is made following the end of the two-year performance period, subject to continued employment through the vesting period. This vesting schedule subjects 100% of Mr. Schulman’s and Mr. Rainey’s 2015-2016 PBRSU awards to a full three years of stock price volatility before the shares vest. For the other NEOs, 50% of the service-based RSUs vest in March 2017 and the remaining 50% vest in March 2018, more than one full year following the completion of the performance period. The eBay Compensation Committee believed that the post-performance period service-based feature of the PBRSUs provided an important mechanism that helped to retain and further align our NEOs’ interests with long-term stockholder value creation.

 

 

LOGO

The payout of the 2015-2016 PBRSUs was based on Company performance measures and results over the two-year performance period ending December 31, 2016. The 2015 and 2016 performance measures and related target levels were set by the eBay Compensation Committee prior to the Separation and related solely to the performance of PayPal rather than the combined performance of PayPal and eBay. If PayPal performance met the target performance level, the target number of shares of our common stock subject to the PBRSUs would be earned and granted as RSUs. If PayPal performance exceeded or fell short of the target performance levels, the number of PBRSUs earned and granted as RSUs would be increased or decreased formulaically.

The following chart shows the minimum, target, and maximum levels for FX-Neutral Revenue and Non-GAAP Operating Margin Dollars and the Return on Invested Capital modifier (linear interpolation applies to performance between threshold, target and maximum, with no funding for performance below threshold):

 

     (50% x FX-Neutral
Revenue)
     +      (50% x Non-GAAP
Operating Margin Dollars)
     x     

Return on

Invested Capital
(Modifier)

 

  Threshold

    25%                 25%                 80%  

  Target

    50%                 50%                 100%  

  Maximum

    100%                 100%                 120%  

The target award was multiplied by the percentage resulting from this calculation to determine the actual number of PBRSUs awarded, subject to variation due to material events not contemplated at the time the targets were set (such as major acquisitions) and to the Committee’s negative discretion. Accordingly, PBRSU awards may range from 0% to 240% of the target award based on FX-Neutral Revenue, Non-GAAP Operating Margin Dollars, and Return on Invested Capital for the two-year performance period.

 

 

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The following table shows the target levels for FX-Neutral Revenue, Non-GAAP Operating Margin Dollars and Return on Invested Capital set by the eBay Compensation Committee at the beginning of the 2015-2016 performance period, the actual results for each of these measures, and the percentage of target achieved.

Importantly, the performance targets for the 2015-2016 PBRSUs were based solely on PayPal performance as an independent company rather than the combined performance of PayPal and eBay. Accordingly, the performance targets reflect decreases from the 2014-2015 PBRSU performance targets, which included the combined eBay/PayPal businesses prior to the Separation.

 

  Measure1    Threshold      Target      Maximum      Actual2     

Percentage

of Target

Achieved

 

  FX-Neutral Revenue

   $ 18.51      $ 19.90      $ 21.89      $ 20.24 3       117%  

  Non-GAAP Operating Margin Dollars

   $ 4.03      $ 4.24      $ 4.58      $ 4.22 3       96%  

  Return on Invested Capital

     16.3%        20.4%        24.5%        19.9%        98%  

  Total 2015-2016 PBRSU Earnout

                                         104%  

1 FX-Neutral Revenue and Non-GAAP Operating Margin Dollars are shown in billions.

2 Actual performance represents aggregate PayPal performance for 2015 and 2016.

3 As part of its review of the Company’s performance against its targets, the Committee considered whether any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of FX-Neutral Revenue or Non-GAAP Operating Margin Dollars results. The Committee concluded that the Company’s FX-Neutral Revenue and Non-GAAP Operating Margin Dollars results should be adjusted to exclude items that are directly attributable to the Separation.

Restricted Stock Units

Our 2016 LTI awards also included service-based RSUs. For 2015 and prior periods, service-based RSUs generally vest in four equal installments on the first, second, third and fourth anniversaries of the grant date. As part of the overall design of the 2016 LTI program, the Committee approved a three-year annual vesting schedule for the 2016 service-based RSUs. The Committee believes that this change is consistent with trends among our peer group. This change also aligns the vesting period of the RSUs with the three-year performance period of the PBRSUs granted in 2016. Service-based RSUs have some value regardless of whether our stock price increases or decreases and therefore help to secure and retain executive officers and provide an appropriate incentive to remain with us during the vesting period.

OTHER COMPENSATION ELEMENTS

Base Salary

At the beginning of each year, the Committee meets to review and approve each executive officer’s base salary for the year after considering competitive market data and the individual factors described above. For 2016, the Committee assessed competitive market data on base salaries from public filings of our peer group companies and general industry data for comparable technology companies that are included in proprietary third-party surveys (the specific identity of respondents of which are not provided to the Company). The Committee also considered individual factors such as individual performance, levels of responsibility, breadth of knowledge, and prior experience in their evaluation of base salary adjustments.

The table below shows the base salary for each NEO for 2016.

 

  NEO   

Base Salary

for 2016

    

Base Salary

for 2015

 

  Daniel H. Schulman

   $ 1,000,000      $ 1,000,000  

  John D. Rainey

   $ 650,000      $ 650,000  

  Tomer Barel1

   $ 500,000      $ 381,000  

  A. Louise Pentland

   $ 625,000      $ 610,000  

  William Ready2

   $ 650,000      $ 400,000  

1 For 2016, the Committee increased Mr. Barel’s annual base salary by approximately 31% due to his increasing responsibilities, which led to his promotion later in the year to Executive Vice President, Chief Risk and Data Officer.

2 For 2016, the Committee increased Mr. Ready’s annual base salary by approximately 62.5% due to his increasing responsibilities, which led to his promotion later in the year to Executive Vice President, Chief Operating Officer.

“Make-Whole” Payments

Mr. Schulman

As part of his employment agreement, which was entered into by the eBay Compensation Committee prior to the Separation, Mr. Schulman was eligible to receive a “make-whole” payment in the amount of $1,300,000 in February 2016 in recognition of forfeited equity awards with his former employer, which had been subject to his continued employment with us through the payment date.

 

 

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Mr. Rainey

Mr. Rainey commenced employment with us in August 2015 as our Senior Vice President, Chief Financial Officer. Pursuant to the terms of his offer letter, in recognition of a forfeited bonus payment and forfeited equity awards with his former employer, Mr. Rainey received a “make-whole” payment in the amount of $4,150,000 on March 4, 2016, which had been subject to his continued employment with us through the payment date.

Further, pursuant to the terms of his offer letter, in recognition of his forfeited equity awards with his former employer, Mr. Rainey will receive a second “make-whole” payment in the amount of $2 million on or around February 28, 2017, subject to his continued employment with us through the payment date. These “make-whole” payments are subject to a clawback should Mr. Rainey’s employment be terminated for cause or should he resign without good reason prior to the second anniversary of his commencement of employment.

Deferred Compensation

The PayPal Holdings, Inc. Deferred Compensation Plan (“DCP”), our non-qualified deferred compensation plan, provides our U.S.-based executive officers a mechanism to defer compensation in excess of the amounts that are legally permitted to be deferred under our tax-qualified 401(k) savings plan (the “401(k) Plan”). Together, the 401(k) Plan and the DCP allow participants to set aside tax-deferred amounts. The Committee believes the opportunity to defer compensation is a competitive benefit that enhances our ability to attract and retain talented executives while building plan participants’ long-term commitment to the Company. The investment return on the deferred amounts is linked to the performance of a range of market-based investment choices made available pursuant to the plan. None of our NEOs participated in or had a balance in the DCP during 2016.

Other Benefits

Perquisites

We provide certain executive officers with perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall executive compensation program and philosophy. These benefits are provided to help us attract and retain these executive officers. The Committee periodically reviews the levels of these benefits provided to our executive officers. In 2016, we offered the following perquisites to our NEOs:

 

   
Limited Personal Use of
Corporate Airplane at
Mr. Schulman’s Expense
  Mr. Schulman was permitted to make limited personal use of our corporate aircraft for up to 50 hours per year; however, Mr. Schulman is required to reimburse us for any personal use of the aircraft pursuant to the terms of a lease arrangement for all trip related expenses and hourly direct operating costs, as permitted under federal aviation regulations. As a result of this reimbursement arrangement, Mr. Schulman’s personal use of the aircraft resulted in no additional cost to us in 2016.
   
Relocation Benefits   In circumstances where we are recruiting an executive candidate who would have to relocate to accept our job or promotion offer, we provide such individuals with relocation benefits to assist his or her relocation to the San Francisco Bay Area. We provide these executives with relocation assistance pursuant to our standard executive relocation program, which includes travel (including temporary commuting costs), shipping household goods, temporary housing and participation in a home sale program. We believe that these payments and reimbursements are business-related and are primarily to eliminate or lessen the expenses that the executive incurs as a direct result of our request.
   
Tax Equalization   Due to our global presence, it is at times necessary for us to request our international executives to travel extensively to the United States, away from their home country. In these circumstances, we provide these individuals with tax equalization benefits designed to equalize the income tax paid by them so that his or her total income and employment tax costs related to any earnings while working outside of their home country (including earnings related to the grant or vesting of equity-based awards) will be no more than an amount he or she would have paid had all of the earnings been taxable solely pursuant to the tax laws in his or her home country. The tax equalization benefits for our executives are consistent with our global mobility services program applicable to all employees that are temporarily relocated due to international assignments. We believe that these payments benefit us, are business-related and are primarily to eliminate or lessen the expenses that the executive incurs as a direct result of our request.
   
Security on Personal
Travel
 

We maintain a comprehensive security policy, and as a component of this policy, we may determine that in certain circumstances, certain executives should be required to have personal security protection. Examples of such circumstances may be because a particular threat has been made against an executive or because he or she is on personal travel in a location in which he or she may be a particular target of criminal activity. We require that the executive accept such security protection because we believe it is in the interests of the Company and its stockholders that the executive not be vulnerable to security threats to the executive or members of his or her family while on personal travel. Determinations as to the imposition of security protection and the nature and logistics of that protection are made by our head of corporate security and reviewed quarterly by the Committee.

 

 

 

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Severance and Change in Control Provisions

Each of the NEOs is eligible to receive payments and benefits in the event of a termination of employment, including a termination of employment in connection with a change in control of the Company (the “Executive Severance Provisions”), either through specific provisions included in individual agreements with the Company or substantially similar provisions provided under our SVP and Above Standard Severance Plan and Change in Control Severance Plan for Key Employees. Under the Executive Severance Provisions, an NEO is eligible to receive payments and benefits in certain terminations of employment, including without limitation, a termination of employment by the Company without cause or by the executive for good reason. No payments or benefits are provided under the Executive Severance Provisions if there is a change in control of the Company without an accompanying qualifying termination of employment (i.e., “single-trigger”). We do not provide any of the NEOs with excise tax “gross-ups” or other similar payments.

The Committee believes that these Executive Severance Provisions are essential to fulfill our objective to recruit, retain, and develop key, high-quality management talent in the competitive market because these arrangements provide reasonable protection to the executive officer in the event that he or she is not retained under specific circumstances. Further, the Executive Severance Provisions are intended to facilitate changes in the leadership team by setting terms for the termination of an NEO in advance, thus allowing a smooth transition of responsibilities when it is deemed to be in the best interest of the Company. The change in control provisions in the Executive Severance Provisions are intended to allow executives to focus their attention on our business operations in the face of the potentially disruptive impact of a proposed change-in-control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security, and to allow for a smooth transition in the event of a change in control of the Company. These factors are especially important in light of the executives’ key leadership roles.

See “Potential Payments Upon Termination or Change in Control” for a description of these arrangements and the estimated payments and benefits payable under the Executive Severance Provisions.

Other Compensation Practices and Policies

ROLES AND RESPONSIBILITIES

Compensation Committee

Our executive compensation program is designed and administered under the direction and control of the Committee. The Committee is comprised solely of independent directors, who review and approve our overall executive compensation program, policies and practices and set the compensation of our senior executives.

Compensation Consultant

The Committee’s independent compensation consultant provides it with advice and resources to help it assess the effectiveness of our executive compensation strategy and program. The Committee’s compensation consultant reports directly to the Committee, and the Committee has the sole power to terminate or replace the consultant at any time. Pay Governance served as the Committee’s compensation consultant from the Separation through September 2016. In September 2016, the Committee replaced Pay Governance with Compensia as its compensation consultant.

As part of their engagements, the Committee directed each of Pay Governance and Compensia to work with our Senior Vice President, Chief People Officer and other members of management to obtain information necessary for the compensation consultant to formulate recommendations and evaluate management’s recommendations to the Committee. The Committee’s compensation consultant also meets with the Committee during its regular meetings, in executive session (where no members of management are present), and with the Committee chair and other members of the Committee outside of its regular meetings.

As part of their engagements in 2016, each of Pay Governance and Compensia provided an environmental scan of executive compensation, evaluated our peer group composition, evaluated compensation levels at the peer group companies, assessed and proposed equity and cash compensation guidelines for various executive job levels, assessed compensation for our executive officers, advised on the framework for our annual and long-term incentive awards and assessed the compensation of the non-employee directors. Neither Pay Governance nor Compensia provided any other services to us in 2016.

The Committee recognizes that it is essential to receive objective advice from its compensation consultant. To that end, the Committee closely examines the procedures and safeguards that its compensation consultant takes to ensure that its services are objective. The Committee has assessed the independence of each of Pay Governance and Compensia pursuant to SEC rules and concluded that their work for the Committee did not raise any conflict of interest.

CEO and the Human Resources (“People”) Department

The Committee works with members of our management team, including our CEO, our Senior Vice President, Chief People Officer and our Vice President, Global Rewards to formulate the specific plan and award designs, including performance measures and performance levels, necessary to align our executive compensation program with our business objectives and strategies.

 

 

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Generally, our CEO reviews with the Committee his performance evaluations of each of our other NEOs and his recommendations regarding base salary adjustments, annual incentive awards and long-term incentives to ensure that the Committee’s decisions consider our corporate financial and operational results as well as individual performance. The Committee makes all final decisions regarding the compensation of our NEOs.

While certain members of management attended the meetings of the Committee in 2016 upon invitation, they did not attend executive sessions of the meetings nor do they attend the portion of Committee meetings at which their own compensation was discussed.

USE OF PEER GROUP COMPARISONS

In deciding whether a company should be included in our peer group, the Committee generally considered the following screening criteria:

 

  revenue;
  market capitalization;
  historical growth rates;
  primary line of business;
  whether the company has a recognizable and well-regarded brand; and
  whether we compete with the company for talent.

For each member of the peer group, one or more of the factors listed above was relevant for inclusion in the group, and, similarly, one or more of these factors may not have been relevant for inclusion in the group.

In considering our executive compensation program for 2016 and going forward, the Committee considered the peer group used in measuring performance plans, as well as its goals of rewarding performance and retaining core top talent. Traditionally, companies compare their performance against the performance of a group of companies whose business models are relatively similar to those of the company. Executive compensation programs are generally designed to reward performance that is relatively stronger than that of its peers. Executive compensation programs are also generally designed to roughly parallel the programs of members of the performance peer group because employees have historically been recruited by these competitors and we compete against them for talent.

 

 

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Currently, our peer group is divided into a “technology” subgroup and a “financial” subgroup. This is intended to provide the Committee with insight into the differences across these two sectors in which we compete for executive talent. Our peer group for 2016 is composed of 13 technology companies, which generally reflect the companies with which we directly compete for talent, and eight financial companies, which generally reflect the companies with which we not only compete for talent but also to which we more closely compare our financial performance. These companies were as follows:

 

 

LOGO

 

STOCK OWNERSHIP GUIDELINES

Our Board has adopted stock ownership guidelines to better align the interests of our non-employee directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. In January 2017, our Board approved new stock ownership guidelines to align with changes to our executive leadership structure announced in September 2016 and to further emphasize the alignment of the interests of the newly promoted executive vice presidents with the interests of our stockholders. Under these revised guidelines, our executives are required to achieve ownership of our common stock valued at a multiple of their annual base salary:

 

  CEO—six times base salary
  EVPs—three times base salary
  SVPs who are members of the Senior Leadership Team—two times base salary

It is expected that each executive officer will meet his or her applicable guideline level within five years of his or her appointment to his or her position. Our stock ownership guidelines are available on our investor relations website at https://investor.paypal-corp.com/corporate-governance.cfm.

Prior to our executive officers satisfying their applicable guideline level, they are required to retain an amount equal to 25% of the net shares of our common stock received as the result of the exercise, vesting or payment of any equity awards granted to them.

 

 

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Our non-employee directors are also subject to our stock ownership guidelines. The guideline level for each non-employee director is five times his or her annual retainer (but not including any additional retainer paid as a result of service as a Board chair, lead independent director, committee chair or committee member). Our non-employee directors are required to satisfy their guideline level within five years of joining the Board, and are expected to continuously own sufficient shares to satisfy the guideline once it is attained for as long as they remain a Board member.

Shares that count towards satisfaction of the stock ownership guidelines for our non-employee directors and executive officers include the following:

 

  shares owned outright by the director or executive officer, or his or her immediate family members residing in the same household;
  shares held in trust for the benefit of the director or executive officer, or his or her immediate family members; and
  vested deferred stock units, deferred restricted stock units or deferred performance stock units that may only be settled in shares of our common stock.

HEDGING AND PLEDGING POLICY

Our insider trading policy prohibits members of our Board, executive officers and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. Our policy also prohibits the members of our Board, executive officers and other employees from pledging our common stock as collateral for any loans.

CLAWBACK POLICY

The Committee has adopted a clawback policy that covers each officer employed as a vice president or in a more senior position (who we refer to as “covered employees”), and applies to incentive compensation, which includes any cash incentive award, equity-based award, or other incentive compensation award paid or awarded to any covered employee during the period in which he or she is designated as a covered employee. For all covered employees, the occurrence of either of the following events will trigger the policy: (a) an action or omission by the covered employee that constitutes a material violation of our Code of Business Conduct or (b) an action or omission by the covered employee that results in material financial or reputational harm to the Company. In addition, for covered employees that are employed as a senior vice president or in a more senior position or as a vice president who is a member of the finance function, the following event will also trigger the policy: a material restatement of all or a portion of our financial statements that is the result of a supervisory or other failure by the covered employee.

Under the clawback policy, the Committee has the authority and discretion to determine whether an event covered by the policy has occurred and, depending on the facts and circumstances, may require the full or partial forfeiture and/or repayment of any incentive compensation covered by the policy that was paid or awarded to a covered employee. The forfeiture and/or repayment may include all or any portion of the following:

 

  Any incentive compensation that is greater than the amount that would have been paid to the covered employee had the covered event been known;
  Any outstanding or unpaid incentive compensation, whether vested or unvested, that was awarded to the covered employee; and
  Any incentive compensation that was paid to or received by the covered employee (including gains realized through the exercise of stock options) during the 12-month period preceding the date on which we had actual knowledge of the covered event or the full impact of the covered event was known, or such longer period of time as may be required by any applicable statute or government regulation.

TAX AND ACCOUNTING CONSIDERATIONS

We are limited by Section 162(m) of the Internal Revenue Code to a deduction for federal income tax purposes of up to $1 million of compensation paid to our CEO and any of our other three most highly compensated executive officers (other than our CFO) in a taxable year. Compensation above $1 million may be deducted only if, by meeting certain technical requirements, it can be classified as “performance-based compensation.” Although the Committee uses the requirements of Section 162(m) as a guideline, deductibility is not the sole factor it considers in assessing the appropriate levels and types of executive compensation. The Committee expressly retains the full discretion to forgo deductibility when it believes doing so is in our and our stockholders’ best interests.

We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for share-based payments (including stock options, restricted stock units, performance-based restricted stock units and other forms of equity compensation). The impact of FASB ASC Topic 718 has been taken into account by the Committee in determining to use a portfolio approach to our equity awards.

 

 

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50      Compensation Discussion and Analysis   

 

COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s 2016 Annual Report on Form 10-K.

The Compensation Committee of the Board

David W. Dorman (Chairman)

Wences Casares

Jonathan Christodoro

 

 

LOGO       2017 Proxy Statement


Table of Contents
         
  Compensation Tables     51

 

Compensation Tables

 

2016 Summary Compensation Table

The following table summarizes the total compensation earned by each of our named executive officers, or NEOs, for the fiscal year ended December 31, 2016 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal year ended December 31, 2015 and December 31, 2014. The information provided below includes compensation earned by our NEOs for services provided to eBay prior to the Separation.

 

  Name and

  Principal Position

  (a)

 

Year

(b)

   

Salary

($) (c)

   

Bonus

($) (d)

   

Stock

Awards(2)

($) (e)

   

Option

Awards

($) (f)

   

Non-Equity

Incentive Plan

Compensation(3)

($) (g)

   

Change in

Pension Value

and

Non-qualified

Deferred

Compensation

Earnings

($) (h)

   

All Other

Compensation(4)

($) (i)

   

Total

($)

 

  Daniel H. Schulman

  President and Chief

  Executive Officer

    2016       1,000,000             13,453,388             3,140,000             1,340,953       18,934,341  
    2015       942,308             8,825,674       1,537,111       2,374,615             764,783       14,444,491  
    2014       204,231             14,508,104       1,330,803       335,960             22,308,808       38,687,906  

  John D. Rainey

  Executive Vice President,

  Chief Financial Officer

    2016       650,000             4,139,520             979,875             4,165,313       9,934,708  
    2015       212,500             8,369,049       706,251       241,188             1,153,558       10,682,546  
                                                                       

  Tomer Barel(1)

  Executive Vice President,

  Chief Risk and

  Data Officer

    2016       494,149             3,104,689             558,698             1,321,792       5,479,328  
    2015       361,950             1,585,208       270,794       311,141             2,146,499       4,675,592  
                                                                       

  A. Louise Pentland

  Executive Vice President,

  Chief Business Affairs and

  Legal Officer

    2016       620,846             4,139,520             935,926             41,232       5,737,524  
    2015       398,846             6,486,866       426,548       502,546             3,674,330       11,489,136  
                                                                       

  William Ready

  Executive Vice President,

  Chief Operating Officer

    2016       580,000             4,656,955             910,600             10,600       6,158,155  
    2015       372,308             1,585,208       270,794       320,045             10,600       2,558,955  
    2014       302,308             30,840,980             222,611             13,036       31,378,935  

1 The title reflects Mr. Barel’s role during 2016. In January 2017, Mr. Barel assumed the role of Executive Vice President, Chief Enterprise Services Officer, and we determined that Mr. Barel would no longer be classified as an executive officer. Amounts reported for Mr. Barel in the “salary” and “non-equity incentive plan compensation” columns were converted from New Israeli Shekels (NIS) to U.S. dollars (USD) at an exchange rate of 1 NIS to 0.267 USD. The amounts reported for Mr. Barel in the “all other compensation” column were converted from NIS to USD using the published exchange rate from the OANDA Corporation currency database on the first date of each month, which was applied for “all other compensation” amounts that were paid during that month.

2 Amounts shown represent the grant date fair value of RSUs and PBRSUs granted to each of our NEOs as computed in accordance with FASB ASC Topic 718. The grant date fair value of RSUs is determined using the fair value of the underlying common stock on the grant date. The estimated fair value of PBRSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which those awards are granted for accounting purposes. Assuming the highest level of performance is achieved under the applicable performance measures for the 2016-2018 PBRSUs, the maximum possible value of those awards using the fair value of the underlying common stock on the date that those awards were granted for accounting purposes is presented below:

 

  Name   

Maximum Value of 2016-2018 PBRSUs

(as of Grant Date for Accounting Purposes)

 

  Mr. Schulman

   $ 14,009,817  

  Mr. Rainey

   $ 4,310,749  

  Mr. Barel

   $ 3,233,101  

  Ms. Pentland

   $ 4,310,749  

  Mr. Ready

   $ 4,849,573  

3 Amounts shown represent the performance-based annual incentive plan compensation earned under the Company’s annual incentive plan for fiscal 2016 (the “2016 AIP”). See “Compensation Discussion and Analysis—Compensation Framework—Incentive (Performance-Based) Compensation for 2016” for a more detailed discussion.

 

 

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52      Compensation Tables   

 

4 The dollar amounts for each perquisite and each other item of compensation shown in the “all other compensation” column and in this footnote represent the Company’s incremental cost of providing the perquisite or other benefit to our NEOs, net of any amounts reimbursed by our NEOs, and are valued based on the amounts accrued for payment or paid to the service provider or NEO, as applicable. See “Compensation Discussion and Analysis—Compensation Framework—Other Compensation Elements” for additional discussions on these benefits. Amounts include the following perquisites and other items of compensation provided to our NEOs in 2016.

 

  Name    Relocationa     

Tax Gross

Up for

Relocation

and

Assignment

Related

Benefitsb

    

401(k)

Matchc

    

Other

Payments
and

Benefitsd

    

Make

Whole

Paymentse

     Total  

  Mr. Schulman

                 $ 10,600      $ 30,353      $ 1,300,000      $ 1,340,953  

  Mr. Rainey

   $ 2,288      $ 2,425      $ 10,600             $ 4,150,000      $ 4,165,313  

  Mr. Barel

          $ 1,241,575             $ 80,217             $ 1,321,792  

  Ms. Pentland

   $ 14,883      $ 15,772      $ 10,577                    $ 41,232  

  Mr. Ready

                 $ 10,600                    $ 10,600  

a Represents the cost of relocation assistance by the Company pursuant to the Company’s standard executive relocation program and paid to the respective NEO. See “Compensation Framework—Other Compensation Elements—Other Benefits—Perquisites—Relocation Benefits” in the CD&A for further discussion.

b Represents the total value of tax gross-up amounts paid by the Company with respect to taxable relocation benefits received by Mr. Rainey and Ms. Pentland for fiscal 2016. For Mr. Barel, the amount represents the tax equalization payments paid by the Company with respect to his extensive international business travel attributable to his role during the year pursuant to the Company’s global mobility services program applicable to all employees.

c Represents the amount of the Company match of 401(k) Plan contributions to the respective NEO.

d For Mr. Schulman, represents amounts the Company paid related to security on Mr. Schulman’s personal vacation, paid directly to the service provider. For Mr. Barel, represents the aggregate total incremental cost to the Company paid to or on behalf of Mr. Barel in connection with his extensive international business travel, including tax preparation, and employee benefits in Israel that are generally available to all employees, including pension plan contributions of $73,096.

e Represents the amount paid to the respective NEO related to make whole payments pursuant to the terms of such NEO’s offer letter.

 

 

LOGO       2017 Proxy Statement


Table of Contents
         
  Compensation Tables     53

 

2016 Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2016.

 

   

Approval

Date

(b)

   

Grant

Date

(c)

    Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
    Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
   

All Other

Stock

Awards:

Number

of Shares

of Stock

or Units(3)

(#)(j)

   

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)(k)

   

Exercise

or Base

Price of

Option

Awards
($/Sh)(l)

   

Grant

Date

Fair

Value(4)

($)(m)

 
  Name (a)      

Threshold

($)(d)

   

Target

($)(e)

   

Maximum

($)(f)

   

Threshold

(#)(g)

   

Target

(#)(h)

   

Maximum

(#)(i)

         

  Daniel H. Schulman

                                                                                               

  2016 AIP

    N/A       N/A       750,000       2,000,000       4,000,000                                            

  2016-2018 PBRSUs

    2/17/2016       3/1/2016                         44,617       178,469       356,938                       $ 7,004,908  

  RSUs

    2/17/2016       4/1/2016                                           163,667                 $ 6,448,480  

  John D. Rainey

                                                                                               

  2016 AIP

    N/A       N/A       243,750       650,000       1,300,000                                            

  2016-2018 PBRSUs

    2/17/2016       3/1/2016                         13,729       54,914       109,828                       $ 2,155,375  

  RSUs

    2/17/2016       4/1/2016                                           50,359                 $ 1,984,145  

  Tomer Barel

                                                                                               

  2016 AIP

    N/A       N/A       138,980       370,612       741,224                                            

  2015-2016 PBRSUs

    2/17/2016       3/1/2016                         10,297       41,186       82,372                       $ 1,616,551  

  RSUs

    2/17/2016       4/1/2016                                           37,770                 $ 1,488,138  

  A. Louise Pentland

                                                                                               

  2016 AIP

    N/A       N/A       232,817       620,846       1,241,692                                            

  2015-2016 PBRSUs

    2/17/2016       3/1/2016                         13,729       54,914       109,828                       $ 2,155,375  

  RSUs

    2/17/2016       4/1/2016                                           50,359                 $ 1,984,145  

  William Ready

                                                                                               

  2016 AIP

    N/A       N/A       217,500       580,000       1,160,000                                            

  2015-2016 PBRSUs

    2/17/2016       3/1/2016                         15,445       61,778       123,556                       $ 2,424,787  

  RSUs

    2/17/2016       4/1/2016                                           56,654                 $ 2,232,168  

1 The amounts shown represent potential non-equity incentive plan awards under the 2016 AIP. The threshold amounts payable under the 2016 AIP represent 37.5% of the NEO’s target bonus opportunity under the 2016 AIP, which represents the threshold Company performance under the 2016 AIP. Maximum amounts represent 200% of the NEO’s target bonus opportunity under the 2016 AIP. For a more complete description of the 2016 AIP, see the “Compensation Discussion and Analysis—Compensation Framework—Incentive (Performance-Based Compensation) for 2016” section of this proxy statement.

2 The amounts shown represent the 2016-2018 PBRSUs granted in 2016 under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan”). Amounts shown in the “threshold” column represent 25% of the target number of shares, which represents the threshold performance of one of the two performance metrics. Awards are capped at the maximum of 200% of the target number of shares. The 2016-2018 PBRSUs will vest based on performance over the 2016-2018 performance period. See “Compensation Discussion and Analysis—Compensation Framework—Incentive (Performance-Based) Compensation for 2016—Long-Term Incentive Components—Performance-Based Restricted Stock Units (PBRSUs)” for more information.

3 The amounts shown represent service-based RSUs granted in 2016 under the 2015 Plan. These RSUs vest on an annual ratable basis over three years. See “Compensation Discussion and Analysis—Compensation Framework—Incentive (Performance-Based) Compensation for 2016—Long-Term Incentive Components—Restricted Stock Units” for more information.

4 Represents the grant date fair value determined in accordance with FASB ASC Topic 718. For stock awards, the grant date was calculated by multiplying the closing price of the underlying common stock on the date of grant by the number of stock awards granted. For the 2016-2018 PBRSUs, the grant date fair value assumes the probable outcome of the performance conditions applicable thereto. See footnote 2 to the “2016 Summary Compensation Table” for more information. The assumptions used by the Company in calculating the grant date fair value of the option awards are incorporated herein by reference to Note 15 to the consolidated financial statements contained in the 2016 Form 10-K.

 

 

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54      Compensation Tables   

 

2016 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding equity awards for each of our NEOs as of December 31, 2016.

 

    Option Awards           Stock Awards  
  Name  

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

   

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

   

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options(#)

   

Option

Exercise

Price($)

   

Option

Grant

Date

   

Option

Expiration

Date

          

Number

of Shares

or Units

of Stock

That

Have Not

Vested(#)

   

Market

Value

Shares

or Units

of Stock

That

Have

Not

Vested

($)(1)

   

Stock

Grant

Date

   

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)

   

Equity

Incentive

Plan

Awards:

Market

or Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have

Not

Vested

($)(1)

 

  Daniel H. Schulman

    90,992       70,772 3      $ 31.56       10/15/2014       10/15/2021              
    60,514       84,720 2      $ 35.88       4/1/2015       4/1/2022              
    10,797       19,688 2      $ 41.64       7/17/2015       7/17/2022              
                  67,402 4    $ 2,660,357       10/15/2014      
                  54,463 4    $ 2,149,655       4/1/2015      
                  11,432 4    $ 451,221       7/17/2015      
                  163,667 9    $ 6,459,936       4/1/2016      
                  41,250 10    $ 1,628,138       3/1/2014      
                  125,871 7    $ 4,968,128       3/16/2015      
                  26,419 7      1,042,758       7/17/2015      
                                                                                      178,469 11    $ 7,044,171  

  John D. Rainey

    29,130       58,260 13      $ 33.80       9/15/2015       9/15/2022              
                  87,389 9    $ 3,449,244       9/15/2015      
                  32,771 4    $ 1,293,471       9/15/2015      
                  50,359 9    $ 1,987,670       4/1/2016      
                  75,738 7    $ 2,989,379       9/15/2015      
                                                                                      54,914 11    $ 2,167,456  

  Tomer Barel

    293       587 2      $ 34.99       4/1/2013       4/1/2020              
    411       3,285 2      $ 36.95       4/1/2014       4/1/2021              
    13,448       18,827 2      $ 35.88       4/1/2015       4/1/2022              
                  2,933 12    $ 115,766       4/1/2013      
                  2,346 12    $ 92,597       4/1/2013      
                  5,474 5    $ 216,059       4/1/2014      
                  6,568 5    $ 259,239       4/1/2014      
                  19,968 9    $ 788,137       10/15/2014      
                  12,103 4    $ 477,705       4/1/2015      
                  37,770 9    $ 1,490,782       4/1/2016      
                  27,972 8    $ 1,104,049       3/16/2015      
                                                                                      41,186 11    $ 1,625,611  

  A. Louise Pentland

    20,375       28,524 14      $ 37.31       5/15/2015       5/15/2022              
                  81,498 4    $ 3,216,726       5/15/2015      
                  18,337 4    $ 723,761       5/15/2015      
                  50,359 9    $ 1,987,670       4/1/2016      
                  42,380 8    $ 1,672,739       5/15/2015      
                                                                                      54,914 11    $ 2,167,456  

  William Ready

    13,448       18,827 2      $ 35.88       4/1/2015       4/1/2022              
                  69,417 6    $ 2,739,889       1/15/2014      
                  326,210 6    $ 12,875,509       1/15/2014      
                  12,103 4    $ 477,705       4/1/2015      
                  56,654 9    $ 2,236,133       4/1/2016      
                  27,972 8    $ 1,104,049       3/16/2015      
                                                                                      61,778 11    $ 2,438,378  

 

 

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Table of Contents
         
  Compensation Tables     55

 

1 Market Value is calculated based on the closing price of $39.47 of our common stock on December 30, 2016.

2 Becomes fully vested after four years, with 12.5% vesting on the six-month anniversary of the grant date, and 1/48th vesting monthly thereafter.

3 Becomes fully vested after four years, with 25% vesting on the one-year anniversary of September 30, 2014, and 1/48th vesting monthly thereafter.

4 Becomes fully vested after four years, with 25% vesting on each of the first four anniversaries of the grant date.

5 Becomes fully vested after four years, with 33 1/3% vesting on the second-year anniversary of the grant date, and 33 1/3% vesting on each of the third- and fourth-year anniversaries of the vesting commencement date.

6 Becomes fully vested after four years, with 20% vesting on the second-year anniversary of the grant date, and 3.33% vesting monthly thereafter.