UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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PayPal Holdings, Inc.

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Message from
Our President and CEO

Dear Colleagues, Customers, Partners and Stockholders:

MESSAGE FROM OUR CHAIRMAN OF THE

BOARD AND LEAD INDEPENDENT DIRECTOR2020 was a uniquely challenging and transformative year. The COVID-19 pandemic, which has already had far-reaching effects on almost every aspect of our lives and communities, will continue to impact millions across the globe for years to come. Underserved communities have been hit the hardest, and we all need to do our part to ensure an inclusive recovery. At PayPal, our mission to democratize financial services and advance the financial health of families, businesses and communities has never been more important. We are proud of the ways we have continued to live our values and make a meaningful difference for our customers and communities, while driving long-term, sustainable growth for our stockholders.

April 12, 2018

DearSince the onset of the pandemic, our top priority has been the health and well-being of our employees. We worked quickly to transition nearly 100% of our global workforce to work remotely in a safe and effective manner. We introduced new benefits and resources, and we pledged to continue paying employees unable to work because of the impacts of COVID-19. For our consumers and merchants, we provided relief from the pressures of the pandemic, mobilized to become one of the first non-bank lenders approved to provide access to Paycheck Protection Program (“PPP”) loans to small businesses in need, and enabled consumers to receive stimulus payments through their Venmo and PayPal Stockholder:accounts.

Last year also made clear that everyone has a responsibility to take action in support of racial equity and social justice. The pandemic has had a disproportionate effect on communities of color – as demonstrated by case numbers and mortality rates, as well as the devastating economic impact on Black-owned small businesses in particular. In alignment with our mission, vision and values, we made a $535 million commitment to do our part to address the economic underpinnings of these inequities and to help close the racial wealth gap. This will be a sustained area of focus for us. We will continue to fulfill our core value of inclusion by demonstrating our unwavering belief that Black lives matter, and by furthering our work to build more just communities and economies.

The pandemic has accelerated the global movement toward digital payments. It has unleashed a digital wave of change across almost all industries, advancing digital transformation by at least three to five years. The shift away from cash, already well underway before the pandemic began, has become even more apparent. This transition opens new opportunities to upgrade the current financial system to one that is fundamentally more affordable, efficient and inclusive.

This shift to the digital economy, combined with the quick and effective efforts of our teams to respond to the moment, and the strong foundation of customer and public trust in our platform and products, led to PayPal’s strongest year of performance. We delivered a record 73 million net new active accounts, reached 29 million merchant accounts on our platform and processed a record 15.4 billion payment transactions. We achieved new heights in product innovation, launching the Venmo credit card and driving wide adoption of our QR codes and Global Pay Later solutions, like Pay in 4. And we expanded our digital wallet capabilities by enabling U.S. customers to buy, sell and hold select cryptocurrencies through their PayPal account.

The Future of Digital Payments

We are pleased to invite you to attendhave made great strides since becoming a publicly-traded company, but the annual meeting of stockholders of PayPal Holdings, Inc. on Wednesday, May 23, 2018 at 8:00 a.m. Pacific Time. Our annual meeting will be conducted exclusively online via live webcast.coming years hold even greater promise. We have conductedsolidified our role as an exclusively virtual annual meeting of stockholders every year since we became a publicessential company in 2015. We believe that hosting virtual meetings enables greater stockholder attendance and participation from any location around the world.

You will be able to attend the virtual annual meeting of stockholders online and submit your questions during the meeting by visitingpypl.onlineshareholdermeeting.com. You also will be able to vote your shares electronically at the virtual annual meeting. Details regarding how to attend the meeting online, how to submit your questions before and during the meeting, 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, beginning on or about April 12, 2018, we are mailing to manyfinancial lives of our stockholderscustomers and we will continue to build on that foundation. The opportunity ahead is enormous, and PayPal is well-positioned to play a notice insteadleading role in driving the future of a paper copy of this proxy statementdigital payments and our 2017 Annual Report. 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 2017 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 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 meeting.

Sincerely yours,commerce.

	We see five key trends emerging that will change how people and businesses connect, and we believe we are uniquely positioned to drive these trends going forward:
			TableDigital-First The new digital-first paradigm will change the way people live, work, play and pay. The lines between physical and digital are disappearing, and this will fundamentally change how business is conducted. Digital will be the primary method of Contentscustomer engagement.

Table of Contents

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS			1
PROXY STATEMENT SUMMARY			Home Delivery/Store Pickup Retail strategy is shifting away from physical storefronts to optimizing for home delivery and store pick-up. Consumers are prioritizing safety and convenience.
			2
2018 Annual Meeting Information			Digital Wallets Digital wallets will create a connected ecosystem and a simple way to enable, pay and track transactions across all touchpoints. As separate apps become one, platforms can more effectively personalize recommendations and safeguard data.
			2
Proposals			E-commerce As consumers move away from in-store purchasing, commerce will be done in new spaces. There will be more ways to be Voted onmeet consumers where they are – including tailored offers, universal checkout, and Board Voting Recommendations increased importance of platforms like Honey that will enable merchants to tap into demand.
			2
2018 Director Nominees			Digital Currencies Finally, a new cashless financial system is emerging. Digital currencies will increasingly be developed by central banks and adopted by consumers. This technology can help address fundamental problems in the current system, but will also require deep public-private collaboration.
			3

We are building a digital wallet for consumers and commerce platform for merchants, designed to directly address and help shape these trends, while keeping our customers and their security at the forefront. Our digital wallet will integrate payments, financial services, shopping tools and digital IDs, and will work seamlessly both online and offline. And our PayPal Commerce Platform will enable merchants of all sizes to embrace a digital-first strategy. For our small business customers, who are so essential to our local communities, it is imperative that they not only survive the transition to the digital economy, but thrive in it. We cannot – and we will not – leave them behind. We aim to serve as a strategic partner to our merchants to help enable them to adapt to this new context, and to contribute to the development of a more inclusive economy for our customers and communities.

Driving Responsible Innovation

We are working to lead a responsible transition to the digital economy, but we also know that no single company, organization or institution can do it all alone. It will require cooperation and collective action among all stakeholders, above and beyond the current level of engagement. The world has changed and our challenges and opportunities have changed as well. We need a greater level of collaboration between the public and private sectors to serve our shared constituencies, achieve systemic impact and build new frameworks for the future. Corporations should increasingly consider and commit to a multi-stakeholder approach, focusing on delivering shared value across all key stakeholders, including employees, stockholders, customers, local communities and those in the public sector.

We take a transparent and collaborative approach to our regulatory relationships and share a commitment to protecting our customers, their data and our platform. We will continue to focus on building and sustaining trusted relationships at all levels to scale our innovation in a responsible manner. We always strive to meet or exceed the letter and spirit of the laws of the countries in which we do business through continuous focus and significant investment in our compliance programs, platforms and practices.

We have invested in building a world-class compliance and risk management team and compliance structure that enables us to work closely with regulators and governments. Since we became an independent public company, this function has grown to almost 4,000 people, enabling us to take a leading role in creating meaningful partnerships between the private, public and non-profit sectors. We have developed expertise in detecting bad actors on our platform and have become a notable leader in the fight against financial crime. This investment is a key differentiator for PayPal and will help ensure we identify and advance areas of mutual interest for our shared constituencies.

Fulfilling Our Mission, Vision and Values

For many years, conventional wisdom posed a false choice: that a business could either be profitable or do good in the world. Today, it is clear that purpose is not just a “nice to have,” but is essential to long-term, sustainable business performance. For PayPal, purpose is integral to our strategy and our competitive advantage. The expectation that businesses drive positive social and environmental change is greater than ever, and this past year has demonstrated the critical role the private sector has to play in building and leading an inclusive recovery.

At PayPal, everything we do is driven by our mission, vision and values. In 2019, we launched our Employee Financial Wellness initiative to help strengthen the financial security of our employees. This initiative served to support our employees as they managed the unexpected challenges of the pandemic. Over the last year, we have significantly improved the PayPal-defined estimated net disposable income (or the discretionary income remaining for our employees after taxes and typical living expenses are paid) for hourly and entry-level employees, and we have made significant progress against our 20% goal. We are also leading a new coalition with JUST Capital to encourage other business leaders to make the financial wellness of their employees a strategic priority.

We continue to build new partnerships to support underserved and underrepresented communities. Earlier this year, we made a $5 million commitment to join Uber in a coalition to provide free or discounted rides to vaccination sites in the U.S. In February, we joined the UN Generation Equality Forum as the private sector leader for the Economic Justice and Rights Coalition. Through this initiative, we will help catalyze the movement for the next stage of impact on gender equality.

We will also continue to fulfill the commitments we made through our $535 million initiative to advance racial equity and social justice. As highlighted below, we have already made significant progress in allocating these funds and we will continue to seek out new opportunities for impact. Last month, we announced the establishment of the Maggie Lena Walker Award, which will recognize and promote the achievements of underrepresented women in business who have demonstrated a deep commitment to economically empowering those in their communities. It is critical that the private sector continue to apply a long-term focus on this important area, and that we collectively build upon the efforts from the past year to truly address systemic racism and injustice.

Our upcoming Global Impact Report will showcase these efforts and many more of our social innovation and ESG priorities, including our science-based target to reach net-zero emissions by 2040, in greater detail.

Our Efforts to Support Black Businesses, Advance Economic Equality and Strengthen Our Communities

As of February 2021, more than $300 million of the $535 million PayPal committed has already been deployed. These funds have provided immediate financial relief to small businesses and will also sustain the long-term growth and expansion of economic opportunity for Black and underrepresented businesses and communities.

After receiving nearly 55,000 applicants within 72 hours of our Empowerment Grant program launch, we have distributed $15 million in grants to nearly 1,400 Black-owned businesses in partnership with the Association for Enterprise Opportunity. The impact of these grants is best described by a selection of business owners themselves:

			Bridgett Jeffries, owner of dog daycare Café Wakefern, shared how her grant helped keep her business afloat in the midst of COVID-19 lockdowns.
			4
			Cameron Kirkland, photographer and owner of Cam Kirk Studios in Atlanta, utilized his grant to reopen the studio, enabling local artists to have a space for their creative work.
Executive Compensation			4
			Jeanette Bolden-Pickensreopened her family-owned business, 27th Street Bakery in Los Angeles, and was able to replace a broken pie press with her grant.

In a time when many nonprofits are struggling to survive, we have distributed $5 million in grants to 20 leading nonprofit community partners across the U.S. that support and empower Black-owned businesses and help provide on-the-ground support.

•	To address the inequality in startup fundraising, we invested $63 million in nine early-stage Black and Latinx-led venture capital funds. We are also offering a three-month fellowship to a Black or Latinx graduate student each semester, through which the PayPal Ventures team will provide training and mentoring.
PROPOSAL 1 — ELECTION OF DIRECTORS •	We contributed $50 million to the Local Initiatives Support Corporation for the Black Economic Development Fund, which will be distributed as capital for financial assistance for those recovering from the pandemic. PayPal’s investment was the largest single investment in the fund yet.
	7
Director Compensation •	We deposited $50 million in Optus Bank, which has worked to dismantle structural racism by providing equal access to financial services and asset building.
	15
CORPORATE GOVERNANCE •	As we work to deploy the remaining funds, we have moved $150 million to an underrepresented minority share class of Northern Trust Institutional Government Fund as an interim step.
	18
The Board’s Role•	We directed $15 million to strengthen Diversity, Inclusion, Equity and Responsibilities Belonging at PayPal through expanded Employee Resource Group programming; deeper talent partnerships to support recruiting, hiring and career advancement of underrepresented employees; and new research to inform public policy related to racial equity issues.

Looking Ahead

PayPal’s impact will continue to grow as we work to build an inclusive recovery – partnering across our ecosystem and with our regulators, and ensuring that all people and businesses can participate and thrive in the digital economy. Our purpose as a company will always be an important part of how we serve all of our stakeholders. By continuing to deliver both profit and purpose to meet the evolving needs of our customers, I am confident we will build long-term value for our stockholders.

We have never been more essential in the financial lives of our customers, and we have never had a greater opportunity to make a real difference. We live in a rapidly changing world and we cannot leave anyone behind. I hope you will join us in the effort to shape an inclusive and equitable economy.

Thank you.

Dan Schulman

President and CEO

PayPal Holdings, Inc.

Message from
Our Independent Board Chair

Dear PayPal Stockholders,

2020 was a historic year for PayPal in a variety of meaningful ways. Amidst the challenges presented by the COVID-19 pandemic, we continued to execute on our strategic initiatives, deliver long-term, sustainable value to our stockholders and support our employees, customers and communities. Our strong corporate governance framework continued to provide the foundation for our Board composition and diversity, expansion of our environmental and social impact programs and enhanced engagement with our stockholders.

Board Composition and Diversity. We are proud to have a dynamic, effective and diverse Board with the right mix of skills, experiences and backgrounds for PayPal. Forty-five percent of Board members standing for re-election are women or from a diverse ethnic group. In addition, we have a strong commitment to diversity and inclusion at every level of PayPal starting with our Board and extending to our executive leadership team, 50% of whom are women and/or from diverse ethnic groups.

Environmental, Social and Governance. We are committed to responsibly managing our key environmental, social and governance (“ESG”) opportunities and risks in a manner consistent with our mission and vision to democratize financial services. Our Board recognizes the importance of effective risk oversight and risk management, including with respect to cybersecurity, information security and privacy-related risks, as well as other ESG topics, and we devote significant time and attention to oversight of these risks.

Human Capital Management. We appreciate that PayPal is heavily dependent on our people and recognizes the fundamental importance of attracting, retaining and developing top global talent. Our Board is updated on a regular basis on the company’s initiatives, actions and accomplishments relating to its human capital management strategy. In light of the increased focus on this topic, the Compensation Committee clarified its oversight of human capital management in its committee charter.

Stockholder Engagement.Proactive engagement with our stockholders is an essential part of our Board’s commitment to robust governance. Our year-round stockholder engagement program and regular discussions with our stockholders on topics including operating performance, corporate governance and environmental and social issues provide valuable insights into emerging issues and feedback on our efforts. In 2020, we contacted investors representing approximately 63% of our common stock, and holders of approximately 31% of our common stock responded and engaged with us.

Please Join Us at Our 2021 Annual Meeting.I look forward to discussing these developments further with you at the 2021 Annual Meeting, which will again be held via live webcast at www.virtualshareholdermeeting.com/PYPL2021.

On behalf of the Board, thank you for your investment in PayPal.

Sincerely yours,

John J. Donahoe

Independent Board Chair

April 13, 2021

 • 2021 Proxy Statement     ii

Additional Information About the Virtual Annual Meeting

 • 2021 Proxy Statement     2

Proxy Statement Summary

This summary highlights certain information contained elsewhere in this proxy statement for the 20182021 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References to “PayPal,” the “Company,” “we,” “us,” or “our” refer to PayPal Holdings, Inc.

2018

2021 Annual Meeting Information

TIME AND DATE Time and Date:		8:00 a.m. Pacific Time on Wednesday, May 23, 2018
Place: 26, 2021		PLACE Online atpypl.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/PYPL2021. There is no physical location for the Annual Meeting.
Record Date:		April 3, 2018RECORD DATE March 30, 2021

Proposals to be Voted on and Board Voting Recommendations

Our 2020 Key Highlights

2020 was a historic year for PayPal. The COVID-19 pandemic presented unprecedented global challenges and increased the urgency across our organization to serve our employees, customers and communities in new and innovative ways.

Actions We Took in Response to COVID-19

As a purpose-driven company, our beliefs are the foundation for how we conduct business – our values of collaboration, inclusion, innovation and wellness drive us each day. This was never more evident than in 2020, as we navigated the widespread impact of the COVID-19 pandemic. We focused on utilizing our platform, resources and leadership to support our employees, customers and communities through a dynamically changing and uncertain environment.

Throughout the pandemic, we have prioritized the safety, security and well-being of our workforce. We mobilized nearly 100% of our global workforce to remote work or flexible work arrangements, and strengthened programs focused on employee wellness, including our crisis leave program and employee assistance program.

We also worked actively to help our customers and communities to navigate the challenges. We offered flexibility to our small business merchants by allowing the deferral of payments on their business loans and waived chargeback and instant fund transfer fees, among other actions. We worked with the U.S. Small Business Administration (“SBA”) to provide small businesses with access to more than $2 billion in loans in 2020 through the Paycheck Protection Program (“PPP”), with an average loan size of $28,000. We supported U.S. Treasury with stimulus check distribution through direct deposit into PayPal and Venmo accounts. We also raised over $17 billion through the PayPal Giving Platform, PayPal’s COVID-19 fundraising campaign, employee giving campaigns and other initiatives.

 • 2021 Proxy Statement     3

Our Commitment to Address Racial and Economic Inequality

PayPal has made a $535 million commitment to support Black and underserved businesses and communities in the U.S., especially those hit hardest by the pandemic, to help address economic inequality and to bolster our internal programs to further increase diversity, inclusion and equity. We earmarked $15 million to support internal employee programs and thought leadership, including dedicated resources for our eight employee resource groups and new partnerships to expand our talent pipeline. We also expanded our enterprise-wide focus on diversity and inclusion to more formally include equity and belonging (which we now refer to as diversity, inclusion, equity and belonging (“DIE&B”)).

A Record Year for Financial and Operational Performance

In 2020, we achieved record financial and operational performance across key performance metrics, including net new active accounts, total payment volume, revenue, non-GAAP Operating Margin and Free Cash Flow. Our revenue increased to over $21 billion. We added more than 72 million net new active accounts, ending the year with 377 million active consumer and merchant accounts. Our total payment volume increased to $936 billion and customer engagement grew to an average of 40.9 transactions per active account as we continued to scale our acceptance worldwide.

The strong secular trends of increasing e-commerce penetration and cash displacement accelerated, contributing to our record results. In addition, we innovated at scale, introducing more products and services in 2020 than we have in any year in our history. For example, we enabled U.S. customers to buy, hold and sell cryptocurrency directly from their PayPal accounts, launched short-term installment credit products and deployed QR code functionality in 28 markets globally to provide customers with a touch-free way to buy and sell in person, safely and securely.

1		Non-GAAP Operating Margin 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 “Appendix A – Reconciliation of Non-GAAP Financial Measures” in this proxy statement.
2		Free Cash Flow for 2018 Proxy Statement

 • 2021 Proxy Statement     4

Sustainable Stockholder Value Creation

The success of PayPal’s approach to stockholder value creation under Mr. Schulman’s leadership is evident in our delivery of long-term returns to our stockholders. Our three-year total stockholder return* was 218%, and our one-year total stockholder return** was 117%.

To learn more about how our 2020 performance relates to our executive compensation program, see the Compensation Discussion and Analysis beginning on page 422018.

 • 2021 Proxy Statement     5

2021 Director Nominees

Name & Primary Occupation		Independent				Director since				Committee Memberships*				# of Other Public Company Boards
Rodney C. Adkins							2017				ARC				4
President, 3RAM Group LLC
Wences Casares							2016				Compensation				—
CEO and Founder, Xapo Inc.
Jonathan Christodoro							2015				Compensation				2
Former Managing Director, Icahn Capital LP
John J. Donahoe			—				2015				—				2
President and CEO, ServiceNow, Inc.
David W. Dorman							2015				Compensation (Chair)				1
Chairman and CEO, AT&T Corporation (retired)											Governance
Belinda J. Johnson							2017				ARC				—
Chief Operating Officer, Airbnb, Inc.
Gail J. McGovern							2015				Compensation				1
President and CEO, American Red Cross											Governance (Chair)
David M. Moffett							2015				ARC (Chair)				2
CEO, Federal Home Loan Mortgage Corp. (retired)
Ann M. Sarnoff							2017				ARC				—
President, BBC Worldwide Americas
Daniel H. Schulman			—				2015				—				2
President and CEO, PayPal Holdings, Inc.
Frank D. Yeary							2015				ARC				1
Chairman, CamberView Partners, LLC

* We introduce our 2021 director nominees below. All the nominees are independent except Mr. Schulman, PayPal’s President and CEO.

										Director				Other Public Company		Committee Memberships
Directors				Occupation		Diversity		Age		Since		Independent		Boards		ARC		COMP		GOV
		Rodney C. Adkins		President, 3RAM Group LLC		D		62		2017				3
		Jonathan Christodoro		Partner, Patriot Global Management, L.P.				44		2015				3
		John J. Donahoe		President and CEO, Nike, Inc.				60		2015				1
		David W. Dorman		Non-Executive Board Chair of CVS Health Corporation				67		2015				2
		Belinda J. Johnson		Former Chief Operating Officer, Airbnb, Inc.		W		54		2017				1
		Gail J. McGovern		President and CEO, American Red Cross		W		69		2015				1
		Deborah M. Messemer		Former Major Market Managing Partner, KPMG (retired)		W		63		2019				1
		David M. Moffett		Former CEO, Federal Home Loan Mortgage Corp. (retired)				69		2015				2
		Ann M. Sarnoff		Board Chair and CEO, WarnerMedia Studios & Networks Group	��	W		59		2017				0
		Daniel H. Schulman		President and CEO, PayPal Holdings, Inc.				63		2015				1
		Frank D. Yeary		Managing Member, Darwin Capital Advisors, LLC				57		2015				1

 Independent Board Chair Committee Chair

ARC = Audit, Risk and Compliance Committee;CompensationCommittee

Comp = Compensation Committee;GovernanceCommittee

Gov = Corporate Governance and Nominating Committee

W = Woman

D = Diverse Ethnic Group

 • 2021 Proxy Statement     6

EnsuringThe Board and the Corporate Governance and Nominating Committee are committed to ensuring that the Board of Directors of PayPal (the “Board” or the “PayPal Board”) is composed of directorsindividuals who possess a wide variety ofhave highly relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives and effectively represent the long-term interests of stockholders, is a top priority of the Board and the Corporate Governance and Nominating Committee.stockholders. The following provides a snapshot of the diversity, skills and experience of our director nominees:

Diversity Nearly halfnominees. For more information about our Board members, please see “Director Experience, Expertise and Attributes” beginning on page 11 of the Board are women or from underrepresented ethnic groups 6 5 Diverse Other Skills and Experience 7 Payments, Financial Services and/or FinTech 8 Technology and Innovation 11 Business Development and Strategy 11 Senior Leadership 9 Legal, Regulatory and/or Governmental 11 Nominees Global Business 9 Other Public Company Board Service 9 Finance and/or Accounting 8 Consumer, Marketing and/or Brand Management 5 Information Security 0 1 2 3 4 5 6 7 8 9 10 11this proxy statement.

www.paypal.com

Corporate Governance Highlights

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

The following are the key governance provisions that demonstrate PayPal’s commitment to transparency, accountability, independence and accountability:diversity.

		Strong Board independence (nine •   10 of 11 director nominees are independent)						Separate Chairman and CEO roles
		independent •   Independent Chairman or Lead Independent DirectorBoard Chair with robust responsibilities						All directors stand for annual election
		•   Majority vote standard for uncontested director elections						Strong stockholder engagement practices
		•   Stockholder right to call a special meeting						Proxy access for qualifying stockholders
		•   Simple majority vote standard for charter/bylaw amendments and mergers/business combinations •   Diverse board in which 5 of 11 director nominees are women or from a diverse ethnic group •   Director service on no more than four public company boards, including the PayPal Board •   Governance Guidelines revised to include sexual orientation, ethnicity, nationality and cultural background in the list of diverse characteristics considered in assessing Board composition						•   Committed to actively seeking highly-qualified women and individuals from underrepresented communities to include in the initial pool from which Board nominees are chosen •   Regular review of Board and executive succession planning •   All directors stand for annual election •   Strong stockholder engagement practices •   Proxy access for qualifying stockholders •   Robust stock ownership requirements for our executive officers and directors

Executive Compensation

•   Annual Global Impact Report disclosing our performance, progress and strategy on key ESG (environmental, social and governance) topics

•   Annual performance self-evaluations by the full Board and each committee

OUR COMPENSATION PROGRAM

We completed our second year as an independent company in 2017 following our separation from eBay Inc. (“eBay”) in July 2015 (the “Separation”), continuing our transformative journey while delivering strong results. For 2017, the Compensation Committee of the Board approved an executive compensation program based on our “pay for performance” philosophy that is designed to align our executive officers’ compensation with the key drivers of profitable short-term and long-term growth 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. As such, the Compensation Committee prioritized the following compensation philosophy and goals in 2017:

		2018 Proxy Statement

OUR 2017 NEO PAYTo learn more about our corporate governance practices and policies, see page 19.

We believe that

 • 2021 Proxy Statement     7

Executive Compensation Highlights

The Compensation Committee has designed our executive compensation program was effective at incentivizing resultsto support PayPal’s growth strategy. The Compensation Committee believes that long-term incentives in 2017 by appropriately aligningthe form of equity awards should make up the majority of our named executive officers’ (“NEOs”) target total direct compensation opportunity because such awards align pay and performance. performance and the interests of our executives with those of our stockholders.

The following charts show the 20172020 Target Total Direct Compensation mix for our Chief Executive Officer,CEO, Mr. Schulman, (our “CEO”), and the average 2020 Target Total Direct Compensation mix for our other named executive officers (“NEOs”). Target Total Direct Compensation is the sum of (i) 2017 base salary, (ii) target 2017 annual incentive award (based on the grant date fair value for the portion of the award delivered as PBRSUs) and (iii) target annual long-term incentive award (based on grant date fair values).

OUR PAY PRACTICES

We are committed to maintaining strong governance standards with respect toNEOs. To learn more about our executive compensation program, policies,see the Compensation Discussion and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.Analysis beginning on page 42.

*
What We Do
Pay for Performance				A substantial percentage of our NEOs’ 2017 Target Total Direct Compensation was performance-basedis the sum of (i) 2020 base salary, (ii) target 2020 annual incentive award (based on the grant date fair value for the portion of the award delivered as PBRSUs), and tied topre-established performance goals aligned with our short-term and long-term objectives.
Adherence to Rigorous Goals				We use objective performance-based company goals in our(iii) target annual and long-term incentive plans that we believe are rigorous and designed to incentivize and motivate NEO performance.
Clawback Policy				Our NEOs are subject to a clawback policy, which permitsaward (based on 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.
Robust Stock Ownership Guidelines				Our stock ownership guidelines are designed to align the long-term interests of our NEOs andnon-employee directors with those of our stockholders and discourage excessive risk-taking. Our guidelines require stock ownership levels as a value of our common stock equal to a multiple of base salary (6x for CEO and 3x for executive vice presidents (“EVPs”)) or annual retainer (5x fornon-employee directors), and include stock retention requirements for executive officers until the required ownership levels are reached.grant date fair value).

Target total direct compensation mix CEO 5% Annual Base Salary 11% Target Annual Incentive Award 84% TARGET ANNUAL LONG-TERM INCENTIVE VALUE 42% RSUS 25% Cash 75% PBRSUs 42% PBRSUs 53% PERFORMANCE-BASED COMPENSATION 9% Annual Base Salary 9% Target Annual Incentive Award 83% TARGET ANNUAL LONG-TERM INCENTIVE VALUE 41% RSUS 25% Cash 41% PBRSUs 42% PBRSUs 50% PERFORMANCE-BASED COMPENSATION • 2021 Proxy Statement     8

ESG Highlights

www.paypal.com

What We Do
Prohibition of Hedging and Pledging Transactions				Our insider trading policy prohibits members of our Board and NEOs from (i) entering into any hedging or monetization transactions relatingPayPal recognizes the importance as a global citizen to operate in a responsible and sustainable manner aligned with our mission to build a more financially inclusive and interconnected global economy. The management of key non-financial risks and opportunities is essential 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.
Independent Compensation Consultant				The Compensation Committee engages its own independent compensation consultant to advise on executive andnon-employee director compensation matters.
Annual Risk Assessment				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				The Compensation Committee, with the assistance of its compensation consultant, reviews the composition of our comparator peer groups annually and makes adjustments to the composition of the peer group as it deems appropriate.
AnnualSay-on-Pay Vote				We conduct an annual advisory(non-binding) vote on the compensation of the NEOs (a“say-on-pay” vote). At our 2017 annual meeting of stockholders (the “2017 Annual Meeting”), more than 96% of the votes cast on thesay-on-pay proposal were voted in support of the 2016 compensation of the NEOs.
Investor Engagement				In addition to the annualsay-on-pay vote, we are committed to ongoing engagement with our investors on executive compensation and governance matters. These engagement efforts take place through teleconferences,in-person meetings and correspondence with our investors.
What We Don’t Do
No Excise TaxGross-Ups on Severance Payments				We donot provide our NEOs with anygross-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				We donot make “single-trigger”change-in-control payments or maintain any plans that require single-triggerchange-in-control acceleration of equity awards to our NEOs upon a change in control of PayPal.
No TaxGross-Ups on Perquisites				We donot provide our NEOs with taxgross-ups 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 Discounting of Stock Options or Repricing of Underwater Options				We expresslyprohibit the discounting of stock options and the repricing of underwater stock options without stockholder approval under our equity compensation plan.
No Guaranteed Bonuses				Our annual incentive plan is performance-based and our NEOs arenotguaranteed any minimum levels of payment.

SUPPORTING OUR EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee believes that the goals of our executive compensation program are appropriate and that our executive compensation program supports PayPal’s growth strategy and long-term performance. To that end, our environmental, social and governance (“ESG”) strategy is well aligned with creating long-term stockholder value.centered on four primary focus areas.

		2018 Proxy Statement

SOCIAL INNOVATION,OR HOW WEPURSUE A MOREINCLUSIVE GLOBALECONOMY
EMPLOYEES ANDCULTURE, OR HOW WELIVE OUR CORE VALUESTHROUGHOUT OURWORKFORCE		Proposal 1ENVIRONMENTALSUSTAINABILITY, ORHOW WE RESPONSIBLYADVANCE SUSTAINABLEBUSINESS PRACTICES		RESPONSIBLE BUSINESSPRACTICES, OR HOWWE OPERATE OURBUSINESS IN ANETHICAL MANNER
This category includes our annual reporting on social impact metrics, product and service enhancements, research and thought leadership and partnerships to promote economic empowerment, improve financial health and power charitable giving.		7This category includes designing and executing an effective human capital management strategy to support the recruitment, retention, development and wellness of our workforce, implementing measurable diversity and inclusion initiatives and metrics that demonstrate our commitment to equity and creating innovative employee experiences and opportunities to support our global communities.		This category includes addressing climate change, promoting renewable energy use, mobilizing on environmental action and driving environmental innovation across our products, services and value chain.		This category includes establishing policies and practices to safeguard trust, ensuring ethical and compliant business operations and securing and protecting customer information.

For more information on our ESG strategy and program, see “ESG Oversight and Highlights” beginning on page 32, and our most recent Global Impact Report, which is available on our website at https://investor.pypl.com/esg-strategy/default.aspx.

 • 2021 Proxy Statement     9

Proposal 1 — PROPOSAL 1:

Election of Directors

The eleven directors listed below have been nominated byBased upon a review of their skills, qualifications, expertise and characteristics, our Board has nominated all of our current directors for election at the Annual Meeting, to serve until our 20192022 Annual Meeting of Stockholders and until their successors are elected and qualified. All of the nominees are currently members of the Board. All of theEach director nominees arenominee is independent under the listing standards of The NASDAQ Stock Market (“NASDAQ”), except for Mr. Schulman, our President and Mr. Donahoe.CEO.

Except for Ms. Sarnoff and Mr. Adkins, each of our current directors has been previously elected by our stockholders. Based upon the recommendations of our Corporate Governance and Nominating Committee (the “Governance Committee”), the Board appointed Ms. Sarnoff as a director in June 2017, and Mr. Adkins as a director in September 2017. Both Ms. Sarnoff and Mr. Adkins were initially identified as potential candidates by our CEO from recommendations he received from third parties.

We expect that each director nominee will be able to serve if elected. If any director nominee is not ableunable or unwilling to serve proxiesat the time of the Annual Meeting, the present Board may be voted foridentify a substitute nominees, unlessnominee to fill the vacancy, reduce the size of the Board, choosesor leave a vacancy to reduce the number of directors serving on the Board.fill at a later date.

MAJORITY VOTE STANDARD

Under our Amended and Restated Bylaws (“Bylaws”), directorsDirectors must be elected by a majority of the votes cast in uncontested elections, such as the election of directors at the Annual Meeting.elections. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. Abstentions and brokernon-votes are not counted as votes “FOR” or “AGAINST” a(For more information, please see “Frequently Asked Questions – Voting Information” on page 78) Each director nominee. As a result, abstentions and brokernon-votes will have no effect on the vote for this proposal. If a director nominee who currently serves as a director is notre-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 submitshas submitted an advance, contingent, irrevocable resignation that the Board may accept if stockholders do notre-elect that director. Within 90 days ofAfter the certification of theany such stockholder vote, (subject to an additional90-day period in certain circumstances), the Corporate Governance and Nominating Committee (the “Governance Committee”) or anothera committee composed solely of independent directors that does not include the Boarddirector who was not re-elected would make a recommendation to the Board aboutdetermine whether to accept the resignation, and the Board would be required to decide whether to accept the resignation and todirector’s resignation. We will publicly disclose itsany such decision and the rationale behind it.

In

Director Nominees

The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing and recommending qualified director candidates for the Board’s consideration. The Board’s membership qualifications and nomination procedures are set forth in our Corporate Governance Guidelines. Nominees may be suggested by directors, management, stockholders or by a contested election, the required vote would be a plurality of votes cast.third-party firm.

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 belowthese individuals to continue to serve as a director of the Company.director. The Board believes that each of the director nomineesnominee has a strong track record of being a responsible steward of stockholders’ interests and brings extraordinarily valuable insight, perspective and expertise to the Board.

Diversity Nearly halfTo ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of the Board are women or from underrepresented ethnic groups 6 5 Diverse Other Independence Independent Other

www.paypal.com

The Board andCompany, the Governance Committee evaluate directorannually reviews with the Board the applicable skills, qualifications, expertise and characteristics of Board nominees based on a number of key qualifications and attributes. The following provides a snapshotin the context of the diversity, skillscurrent Board composition and experience of ourCompany circumstances. The Governance Committee evaluates whether each director nominees:demonstrates several key attributes and provides significant and meaningful contributions to the Board. These factors include:

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

Focus on Board Refreshment and Diversity

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

Our active Board refreshment process has resulted in a strong mix of diversity and independence, which contributes to effective oversight of management and the Company. Since 2016, we have added four diverse directors to the Board, with a strong mix of skills, qualifications, backgrounds and experience.

 • 2021 Proxy Statement     10

The table below summarizesDirector Experience, Expertise and Attributes

Our 2021 Board skills matrix shows that our Board reflects a balanced mix of the keycore skills, expertise and experienceattributes that we consider most relevant to the decision to nominate eachin light of the director nominees to serveour current business strategy and structure. For more information on the Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean thequalifications that each director nominee does not have that skill or experience. The directorbrings to our Board, please see the nominee biographies below describe each person’s background and relevant experience in more detail.beginning on page 13.

BOARD SKILLS MATRIX

Experience, Expertise and Attributes

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

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

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

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

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

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

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

Senior Leadership

Legal, Regulatory and/or Governmental

Global Business

Other Public Company Board Service

Finance and/or Accounting

Consumer, Marketing and/or Brand Management

Information Security

		2018 Proxy Statement

Finance / Accounting This experience is relevant to the oversight of PayPal’s capital structure, financing and investing activities, as well as our financial reporting and internal controls.
Consumer / Sales / Marketing / Brand Management Experience in developing strategies to grow sales and market share, build brand awareness and overall preference among customers and enhance PayPal’s reputation is relevant to the growth of our business.			Proposal 1
Human Capital Management This experience is vital to ensuring that PayPal attracts, motivates, develops and retains qualified personnel, and fosters a corporate culture that encourages and promotes accountability, performance and diversity, inclusion, equity and belonging.			9

Included in each director nominee’s biography below is a description of select key qualifications and experience of such nominee. The Board and the Governance Committee believe that the combination of the various qualifications, skills and experience of the director nominees would contribute to an effective and well-functioning Board and that, individually and collectively, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

				Rodney C. Adkins Age: 59 Director since: September 2017 Board Committees: Audit, Risk and Compliance Other Current Public Company Boards: Avnet, Inc. PPL Corporation United Parcel Service, Inc. W.W. Grainger, Inc. Key Qualifications and Experience:  •  Technology and Innovation •  Business Development and Strategy •  Senior Leadership •  Regulatory and Governmental •  Global Business •Other Public Company Board Service •  Finance •  Consumer, Marketing and Brand Management •  Information Security
		Biography: Mr. Adkins has served asService on a director of PayPal since September 2017. Since January 2015, Mr. Adkins has served as the President of 3RAM Group LLC, a privately heldpublic company specializing in capital investments, business consulting services and property management. Formerly, Mr. Adkins was Senior Vice President of International Business Machines Corporation (IBM), a leading manufacturer of information technologies, having served in that position from 2007 until 2014. In his more than30-year career with IBM, Mr. Adkins held a number of developmentboard provides insights about ensuring strong board and management roles, including Senior Vice President of Corporate Strategy from April 2013 to April 2014, Senior Vice President of Systemsaccountability, protecting stockholder interests and Technology Group from October 2009 to April 2013, Senior Vice President of Development & Manufacturing from May 2007 to October 2009, and Vice President of Development of IBM Systems and Technology Group from December 2003 to May 2007. Mr. Adkins serves on the Board of Directors of Avnet, Inc., PPL Corporation, United Parcel Service, Inc., and W.W. Grainger, Inc. Mr. Adkins received his B.A. in Physics from Rollins College and B.S. and M.S. degrees in Electrical Engineering from Georgia Tech.observing appropriate governance practices.

				Wences Casares Age: 44 Director since: January 2016 Board Committees: Compensation Other Current Public Company Boards: None Key Qualifications and Experience: •  Financial Services and Payments •  Technology and Innovation •  Business Development and Strategy •  CEO Experience •  Global Business •  Consumer, Marketing and Brand Management •  Information Security
		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 wasCo-Chief Executive Officer of Bling Nation Ltd., a mobile payments platform. He also serves on the Board of Directors of Endeavor Global.

www.paypal.com • 2021 Proxy Statement     11

				Daniel H. Schulman Age: 60 Director since: July 2015 Board Committees: None Other Current Public Company Boards: Flex Ltd. Symantec Corporation Key Qualifications and Experience: •  Payments, Financial Services and FinTech •  Technology •  Business Development and Strategy •  CEO Experience •  Legal, Regulatory and Governmental •  Global Business •  Other Public Company Board Service •  Finance and Accounting •  Consumer, Marketing and Brand Management •  Information Security
		Biography: Mr. Schulman has served as President and Chief Executive Officer of PayPal since July 2015. He had served as the President andCEO-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.

www.paypal.com

				Frank D. Yeary Age: 54 Director since: July 2015 Board Committees: Audit, Risk and Compliance Other Current Public Company Boards: Intel Corporation Key Qualifications and Experience: •  Financial Services •  Business Development and Strategy •  Senior Leadership •  Governmental, Regulatory and Compliance •  Global Business •  Other Public Company Board Service •  Finance and Accounting
		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 changes to the university’s financial and operating strategy. 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.

CONSIDERATION OF DIRECTOR NOMINEES

Stockholder Recommendations and Nominations

The Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of stockholders for PayPal. Nominees may be suggested by directors, members of management, stockholders, or by a third-party firm. In evaluating potential director nominees, the Governance Committee considers a wide range of factors, including the criteria described below under “Director Selection Process and Qualifications.”